EMVCo Kernel ID Registration Agreement

EMVCo Kernel ID Registration Agreement This EMVCo Kernel ID Registration Agreement (“Agreement”) is an agreement between the Registrant identified in the signature area below (“Registrant”) and EMVCo, LLC (“EMVCo”) (each, a “Party,” and collectively, the “Parties”). RECITALS A. The EMV® Entry Point Specification defines a Kernel ID that is used to distinguish between different contactless kernels supported by a contactless payment card reader and thereby facilitate one-on-one matching between a card application and a particular contactless kernel in a reader. The Entry Point Specification divides Kernel IDs into two types: international and domestic. B. EMVCo issues international Kernel IDs for contactless kernels used for processing contactless transactions in an international interchange environment. EMVCo also maintains a publicly accessible registry of such issued international Kernel IDs. C. Registrant is a business or organization with an active involvement in contactless payments having an international reach. Registrant seeks to have EMVCo issue a unique international Kernel ID for Registrant’s contactless kernel and maintain such international Kernel ID in EMVCo’s publicly accessible registry. AGREEMENT Therefore, the Parties agree as follows: 1. Definitions “Application” means a contactless payment application designed for use on a Card. “Card” means a proximity integrated circuit card or other device containing an integrated circuit chip designed to facilitate contactless payment transactions. Additionally, a Card may include a contact interface and/or magnetic stripe used to facilitate payment transactions. “Contactless Kernel” means a software module, set of modules, core or library, forming part of a Reader’s application architecture, that enables a Reader to process contactless payment transactions and other contactless functions with Applications on a Card. “Entry Point Specification” means the EMV Contactless Specifications for Payment Systems, Book B: Entry Point Specification. “Kernel ID” means an identification number associated with a particular Contactless Kernel in a Reader used for processing contactless transactions in an international interchange environment.

“Reader” means a component of a Terminal that manages the proximity coupling device and supports Contactless Kernels. “Registrant Kernel” means Registrant’s Contactless Kernel for use in processing contactless transactions in an international interchange environment, for which Registrant requests a Kernel ID from EMVCo. “Registry” means a publicly accessible database published and maintained by EMVCo on a website, or by other means, with information regarding Contactless Kernels, Kernel IDs issued by EMVCo for such Contactless Kernels, and the entities that registered with EMVCo to have such Kernel IDs issued. “Terminal” means a Card acceptance device that manages a Reader to facilitate payment transactions with Cards. Additionally, a Terminal may also manage a contact chip interface and/or a magnetic stripe reader to facilitate payment transactions with Cards and other payment cards bearing a contact chip and/or magnetic stripe. 2. Registration Process 2.1 Eligibility. Registrant represents and warrants to EMVCo that (a) Registrant has an active involvement in contactless payments having an international reach; (b) Registrant has developed (or otherwise owns) and commercially released, or is developing and planning to commercially release within one (1) year after the Effective Date, a Registrant Kernel; and (c) Registrant has an International Registered Application Provider Identifier (i.e., RID) attributed by ISO (ISO/IEC 7816-5).

2.2 Registration Registrant acknowledges that any information it provides to EMVCo in any registration form or other materials submitted to obtain a Kernel ID for the Registrant Kernel (such materials, collectively, “Registration Form”) is non-confidential. Registrant represents and warrants that all information it provides to EMVCo during the registration process (including in any Registration Form) is accurate, current and complete. Registrant will promptly notify EMVCo in writing of any changes to such information.

2.3 Review and Approval Processes EMVCo’s review of Registrant’s request for the issuance of a Kernel ID for the Registrant Kernel is subject to EMVCo’s receipt of a complete Registration Form and all applicable Registration Fees from Registrant. Subject to Registrant’s compliance with this Agreement, EMVCo may, in its sole discretion, either issue a unique Kernel ID to Registrant for the Registrant Kernel or reject Registrant’s request. If EMVCo rejects Registrant’s request, EMVCo will either (a) notify Registrant of the reasons of the rejection and allow Registrant to revise and resubmit the Registration Forms, or (b) terminate this Agreement as provided in Section 5.2.1 and refund all Registration Fees paid by Registrant to EMVCo. - 2 -

3. Kernel ID Issuance and Registry If EMVCo issues a Kernel ID for the Registrant Kernel, EMVCo will (a) notify Registrant of the Kernel ID and (b) list the Kernel ID, Registrant’s name and contact information, and, in EMVCo’s discretion, other Registrant information that EMVCo generally makes available for Kernel IDs in the Registry (collectively, a “Listing”) in the Registry throughout the Term (as defined below). Registrant will not suggest or imply to any third party that EMVCo has evaluated, approved or otherwise endorsed Registrant or the Registrant Kernel. EMVCo will use reasonable efforts to update Registrant’s name or contact information in the Listing within five (5) business days after receiving notice of change requests. Registrant acknowledges that EMVCo does not guarantee and cannot ensure that the Kernel ID issued by EMVCo will not be used by third parties for other Contactless Kernels. Upon termination of this Agreement, EMVCo may remove the Listing from the Registry. 4. Fees Registrant agrees to pay EMVCo the fees described on the Registration Form or otherwise communicated to Registrant in writing from time to time (“Registration Fees”) in accordance with the payment terms set forth in such Registration Form or other written communication. Except as specifically provided in this Agreement, all Registration Fees are nonrefundable. EMVCo reserves the right, in its sole discretion, to modify the Registration Fees at any time by giving notice of such modifications to Registrant. For purposes of this Section 4, such notice to Registrant may be in written or electronic form, including e-mail or by posting of notice on the EMVCo website. Any change in the Registration Fees will apply to each Renewal Term (as defined below) commencing after the effective date of such change. 5. Term; Termination; Survival 5.1 Term The term of this Agreement will commence on the Effective Date and will continue for an initial term ending one (1) year after the first date on which EMVCo issues a Kernel ID for the Registrant Kernel (“Initial Term”). Thereafter, the term of this Agreement will automatically renew for one or more successive one (1) year periods (each, a “Renewal Term,” and the Initial Term together with all Renewal Terms, the “Term”) unless (a) either party gives written notice of nonrenewal at least thirty (30) days before the commencement of a Renewal Term, (b) EMVCo increases the Registration Fees within thirty (30) days before the commencement of a Renewal Term and Registrant provides written notice of nonrenewal to EMVCo before such Renewal Term, or (c) Registrant fails to begin commercial distribution of the Registrant Kernel by the end of the Initial Term. - 3 -

5.2 Termination 5.2.1 Termination Before Issuance of Registry ID EMVCo may terminate this Agreement at any time before the issuance of a Registry ID, effective immediately upon written notice to Registrant. Upon EMVCo’s termination of this agreement under this Section 5.2.1, EMVCo will refund to Registrant all of the Registration Fees paid by Registrant.

5.2.2 Termination Without Cause EMVCo may terminate this Agreement at any time during the Initial Term or any Renewal Term without cause by providing written notice to Registrant at least thirty (30) days’ before the effective date of such termination. Upon EMVCo’s termination of this agreement under this Section 5.2.2, EMVCo will refund to Registrant a portion of the Registration Fees paid by Registrant proportional to the remaining number of days in the then-current Initial Term or Renewal Term, as applicable.

5.2.3 Termination With Cause Either Party may terminate this Agreement upon fifteen (15) days’ written notice of a material breach of this Agreement to the other Party, if such breach is not reasonably cured within such fifteen (15) day period. Notwithstanding the foregoing, EMVCo may terminate this Agreement immediately, upon written notice, for breach of Section 4 or 6.

5.3 Survival The rights and obligations contained in Sections6, 7, 8, 9 and 10 of this Agreement will survive termination of this Agreement. 6. Representations and Warranties Registrant represents and warrants that (a) it possesses full power and authority to enter into this Agreement and to perform its obligations hereunder, (b) its performance of the terms of this Agreement will not breach any separate agreement by which it is bound, and (c) upon execution, this Agreement will be a legal, valid and binding obligation of Registrant. 7. Disclaimer of Warranties EMVCO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE KERNEL IDS, LISTINGS, REGISTRY, OR THE REGISTRATION, REVIEW AND APPROVAL PROCESSES UNDER WHICH SUCH KERNEL IDS ARE ISSUED. IN PARTICULAR, EMVCO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. - 4 -

UNDER NO CIRCUMSTANCES SHOULD EMVCO’S ISSUANCE OF A KERNEL ID, PUBLICATION OF LISTINGS OR MAINTENANCE OF THE REGISTRY BE CONSTRUED TO IMPLY ANY ENDORSEMENT OR WARRANTY REGARDING THE FUNCTIONALITY, QUALITY OR PERFORMANCE OF ANY PARTICULAR PRODUCT OR SERVICE OF REGISTRANT, AND REGISTRANT WILL NOT STATE OR IMPLY ANYTHING TO THE CONTRARY. EMVCO SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO REGISTRANT’S PRODUCTS AND SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. In addition, Registrant acknowledges that it has no expectation and has received no assurances that any investment by Registrant in a Kernel ID will be recovered or recouped, or that Registrant will obtain any anticipated amount of revenue or profits by virtue of this Agreement. 8. Limitation of Liability 8.1 Generally IN NO EVENT WILL EMVCO BE LIABLE TO REGISTRANT FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM LOSS OF GOODWILL, PROSPECTIVE PROFITS OR ANTICIPATED INCOME, OR LOSSES ON ACCOUNT OF ANY EXPENDITURES, INVESTMENTS, LEASES, OR COMMITMENTS MADE BY REGISTRANT) ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION EMVCO’S REGISTRATION, REVIEW OR APPROVAL PROCESSES, THE REGISTRY AND ANY LISTINGS, EMVCO’S DECISION TO ISSUE, OR NOT ISSUE, A KERNEL ID, AND THE TERMINATION OF THIS AGREEMENT FOR ANY REASON. FURTHER, IN NO EVENT WILL EMVCO’S AGGREGATE LIABILITY TO REGISTRANT UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID BY REGISTRANT TO EMVCO IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY TO CAUSES OF ACTION OF ANY KIND, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, EVEN IF EMVCO HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

8.2 Material Inducement Registrant understands and acknowledges that Section 8.1 has been included as a material inducement for EMVCo to enter into this Agreement, and that EMVCo would not have entered into this Agreement but for the limitations of liability as set forth in Section 8.1. - 5 -

9. Indemnification Registrant agrees to defend, indemnify and hold harmless EMVCo and its members and their affiliates against any and all damages, costs, liabilities, expenses and settlement amounts incurred in connection with any suit, claim or action by any third party, except to the extent arising from EMVCo’s willful misconduct, arising out of or relating to (a) the Registrant Kernel; (b) Registrant’s use, distribution or marketing of the Kernel ID or Registrant Kernel; (c) EMVCo’s registration, review and approval processes, including any claims of implied endorsement; or (d) EMVCo’s operation of the Registry. 10. General Provisions 10.1 Entire Agreement This Agreement, and all documentation incorporated by reference, completely and exclusively states the Agreement of the Parties regarding its subject matter. It supersedes, and its terms govern, all prior or contemporaneous proposals, agreements or other communications between the Parties, oral or written, regarding such subject matter.

10.2 Amendments Except as otherwise stated in this Agreement, this Agreement may be amended only in a writing manually signed by all the Parties.

10.3 Relationship of Parties Nothing in this Agreement will be deemed to create a joint venture, partnership, or agency relationship between the Parties. Neither Party has the right or authority to assume or create any obligation or responsibility on behalf of the other.

10.4 Assignment This Agreement may not be assigned by Registrant without the prior written approval of EMVCo, which approval may be withheld by EMVCo for any reason; provided that no consent is required in the case of Registrant’s merger, consolidation, reorganization, reincorporation, dissolution or sale of all or substantially all of its assets so long as the surviving or successor entity specifically assumes all of Registrant’s obligations under this Agreement. EMVCo may freely assign this Agreement without the prior written consent of Registrant.

10.5 Successors and Assigns This Agreement will be binding on and inure to the benefit of the Parties and their respective successors and permitted assigns. - 6 -

10.6 Notices Except as otherwise stated in this Agreement, any notices required or permitted by this Agreement will be in writing and sent by electronic mail to the email address specified below the receiving Party’s signature to this Agreement, or to such other email address as a Party may specify by sending notice to the other Party in accordance with this sentence.

10.7 Severability If any provision of this Agreement or portion thereof should be declared invalid for any reason, the invalid provision or portion thereof will be deemed omitted and the remaining terms will nevertheless be carried into effect.

10.8 Waivers The waiver by either Party of a breach of any provisions contained herein will be in writing and will in no way be construed as a waiver of any succeeding breach of such provision or the waiver of the provision itself.

10.9 Attorneys’ Fees In the event of a dispute between the Parties regarding the enforcement or interpretation of any terms of this Agreement, the non-prevailing Party will pay the reasonable costs and attorneys’ fees of the prevailing Party, including the reasonable costs and attorneys’ fees incurred in the appeal of any final or interlocutory judgment.

10.10 Rights and Remedies The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy will not preclude or waive the right to use any or all other remedies. These rights and remedies are given in addition to any other rights the Parties may have by law, statute, ordinance or otherwise.

10.11 Governing Law; Jurisdiction This Agreement will be governed by and construed in accordance with the laws of the state of Delaware, without regard to the choice of law provisions of the state of Delaware or any other jurisdiction. Each Party to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts within the state of Delaware. [SIGNATURES ON FOLLOWING PAGE] - 7 -

The parties hereto have caused this Agreement to be executed by their duly authorized representatives as of __________________________ (“Effective Date”). EMVCo: EMVCo, LLC By: ______________________________________ Name: ____________________________________ Title: Chair, Board of Managers Email for notices: emvcolegal@emvco.com REGISTRANT: _________________________________________ Insert Company Name as provided on Registration Form By: _______________________________________ Name: ____________________________________ Title: _____________________________________ Email for Notices: ___________________________ Address: - 8 -