EMVCo POI Registration Form & Agreement

EMVCo POI Information ID for Transit Operators Registration Form EMVCo POI Information ID for Transit Operators Registration Request New, Contact Information Change, Company Name Change Introduction A POI Information Identifier for Transit Operators (ID) is an ID assigned to a defined entity and maintained by EMVCo. For further details and definitions, please refer to the document “EMV® Specification Bulletin No. 299” and related EMVCo bulletins as may be updated and supplemented from time to time by EMVCo. Registrants seeking an ID must complete and submit to EMVCo this registration form and the EMVCo POI Information Identifier for Transit Operators Registration Agreement (Agreement) to begin the ID registration process. The ID registration process is summarized in a chart further below in this registration form. Submission Process This form and the Agreement should be completed in full and submitted via EMVCo’s online DocuSign process (questions to IDRegistration@emvco.com). Prerequisites The request for obtaining an ID allocated by EMVCo shall meet the following criteria: Registrant is a transit operator that is engaged in, or demonstrates intent to be engaged in, the acceptance of EMV® contactless payment transactions and has a legitimate need to use an ID consistent with EMV® Specification Bulletin No. 299. For purposes of this registration process, a transit operator is an entity that operates a public or quasi-public transportation system that utilizes contactless payment terminals to enable payment for transportation from one designated place to another, such as a bus, train, tram, rapid transit, or ferry system. Private, semi-private, rideshare, air transportation, and vehicle rental operators are not eligible for an ID. Publication The ID will be maintained by EMVCo and published on its website – www.emvco.com. Information will be published in two separate ways: an HTML-based table and a downloadable Letter of Registration. A sample table is below, and a sample Letter of Registration can be found in Appendix A of this document. EMVCo POI Information ID for Transit Operators Registration Form, version 1.0, September 2023 EMVCo POI Information ID for Transit Operators Registration Form Sample HTML based Table Publication Sample* Company A Company Address, City, Country Contact: Company_contact@Company.com, Telephone: +123 45 67856 ID Registration Number Letter of Registration NNN NNNNN NNN NNNNN *This sample table is for illustration only. The actual table and/or content, format and methods of publishing the ID are subject to change. Fee Structure The Registration Fee charged by EMVCo is intended to cover the administrative expense incurred by EMVCo in managing the ID registration process. This process includes, but is not limited to: • Review of registration and ID Registrant criteria; • Updates to the ID registration process; • Maintenance of the ID list; and • Publication of the current ID list. The following fees shall be paid to EMVCo by the ID Registrant: • $2,875 (Two Thousand eight hundred seventy-five USD) as a one-time registration fee for issuing the ID, payable to EMVCo prior to review of the application. An ID will not be provided until the registration fee has been paid. The one-time registration fee is nonrefundable except in limited circumstances as described in the Agreement. • $900 (Nine hundred USD) as a name change fee if the transit operator requests that EMVCo change the transit operator entity name associated with the ID. Such name change fee is payable to EMVCo at the time of the name change request and the transit operator entity name will not be updated until the name change fee has been paid. A name change fee must be paid by the transit operator each time it submits a request for a name change. The name change fee is non-refundable. Note: Payers are responsible for any bank charges associated with remittance. Each registrant must work with its bank to ensure that EMVCo receives the full amount of the fee. Change in Contact Information EMVCo may reissue an existing Letter of Registration on explicit request as a result of company name change, address change or contact information change. In the event a change in the transit operator company name is requested, the name change fee as identified in the Fee Structure above will apply. EMVCo POI Information ID for Transit Operators Registration Form, version 1.0, September 2023 EMVCo POI Information ID for Transit Operators Registration Form Disclaimer Note that EMVCo does not accredit, approve, endorse or evaluate the transportation (or related) service provided by the registrant, but rather, merely maintains this listing service. EMVCo POI Information ID for Transit Operators Registration Form, version 1.0, September 2023 EMVCo POI Information ID for Transit Operators Registration Form To be Completed by Registrant Please return the completed and signed form via DocuSign. Submit questions to IDRegistration@emvco.com. Date: We hereby request registration of ("Organisation") with EMVCo, in order to obtain a POI Information ID for Transit Operators. For all correspondence between EMVCo and our Organisation please utilise the contact name and information below. Sincerely, Name: Title: Date: EMVCo POI Information ID for Transit Operators Registration Form, version 1.0, September 2023 EMVCo POI Information ID for Transit Operators Registration Form All yellow fields are mandatory and must be completed. I. Contact Information Organisation Information Organisation Name1 Address1 Postal Code1 City1 Country1 Main Contact First Name Last Name Email1 2 Phone1 Fax Invoicing Details ☐ Invoicing contact is the same as the main contact ☐ All invoices shall be sent to the following contact: First Name Last Name Email Phone Fax ☐ Invoicing address is the same as above ☐ All invoices shall be issued using the following details: 1 This information may be included in future EMVCo publications and on the EMVCo website. 2 Many important communications with EMVCo will be done by email. Please make sure that you provide correct email addresses and that your firewall does not block emails coming from EMVCo. All email notifications sent from EMVCo will be sent to the ‘main contact’ email address, copying the concerned ‘additional contact’ email addresses. Invoices will be sent to the ‘main contact’ email address. EMVCo POI Information ID for Transit Operators Registration Form, version 1.0, September 2023 EMVCo POI Information ID for Transit Operators Registration Form Organisation Name Address Postal Code Country Additional Contact First Name Email Phone Business Information This form is for a: ☐ New Registration ☐ Contact Information Change City Last Name Fax ☐ Company Name Change EMVCo POI Information ID for Transit Operators Registration Form, version 1.0, September 2023 EMVCo POI Information ID for Transit Operators Registration Form POI Information ID for Transit Operators usage How will the ID be used? (Please briefly explain your use case) In which country(s) would this be implemented in? Signature Name (please print) Date (please print) EMVCo POI Information ID for Transit Operators Registration Form, version 1.0, September 2023 EMVCo POI Information ID for Transit Operators Registration Form To be completed by EMVCo Registration Number Assigned Transit Operator ID Date Signature (End of the form) EMVCo POI Information ID for Transit Operators Registration Form, version 1.0, September 2023 EMVCo POI Information Identifier for Transit Operators Registration Agreement This EMVCo POI Information Identifier for Transit Operators (“Transit Operator 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® Specification Bulletin No. 299 defines the context in which Transit Operator IDs are assigned. B. EMVCo issues Transit Operator IDs to entities whose service complies with the EMV® Specification Bulletin No. 299. EMVCo also maintains a publicly accessible registry of such issued Transit Operator IDs. C. Registrant seeks to have EMVCo issue a Transit Operator ID to Registrant and maintain such ID in EMVCo’s publicly accessible registry. AGREEMENT Therefore, the Parties agree as follows: 1. Definitions “Registration Form” has the meaning set forth in Section 2.2. “Registry” means a publicly accessible database published and maintained by EMVCo on a website, or by other means, with information regarding Transit Operator IDs issued by EMVCo to entities that registered with EMVCo. 2. Registration Process 2.1 Eligibility Registrant represents and warrants to EMVCo that it meets all of the prerequisite criteria set forth in the Registration Form. 2.2 Registration Registrant acknowledges that any information it provides to EMVCo in any registration form or request (“Registration Form”) or other materials submitted to obtain a ID is nonconfidential. Registrant represents and warrants that all information it provides to EMVCo 164412790.2 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 Processes EMVCo’s review of Registrant’s request for the issuance of a Transit Operator ID 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 Transit Operator ID to Registrant 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. 3. Transit Operator ID Issuance and Registry If EMVCo issues a Transit Operator ID to Registrant, EMVCo will (a) notify Registrant of the Transit Operator ID and (b) list the Transit Operator ID, Registrant’s name and contact information, and, in EMVCo’s discretion, other Registrant information that EMVCo generally makes available for Transit Operator IDs in the Registry (collectively, a “Listing”) in the Registry throughout the Term (as defined below). As long as the Transit Operator ID is issued by EMVCo to Registrant, Registrant may state to third parties that the Transit Operator ID is “registered” with EMVCo. Registrant will not suggest or imply to any third party that EMVCo has evaluated, approved, certified or otherwise endorsed Registrant or its associated service. 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 Transit Operator ID issued by EMVCo will not be used by third parties for other associated services. Upon termination of this Agreement, EMVCo may remove the Listing from the Registry. 4. Fees Registrant agrees to pay EMVCo the one-time registration fee (“One Time Fee”) and the name change fee (“Name Change Fee”) as described on the Registration Form or otherwise communicated to Registrant in writing from time to time (the One Time Fee and Name Change Fee, collectively, the “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 non-refundable. EMVCo reserves the right, in its sole discretion, to modify the Name Change Fee 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 Name Change Fee will only take effect after the effective date of such change. 164412790.2 - 2 - 5. Term; Termination; Survival 5.1 Term The term of this Agreement will commence on the Effective Date and will continue until terminated in accordance with Section 5.2 (“Term”). 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 Either party may terminate this Agreement at any time during the Term without cause by providing written notice to the other party at least thirty (30) days before the effective date of such termination. 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 6. 5.3 Survival The rights and obligations contained in Sections 6, 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 TRANSIT OPERATOR IDS, LISTINGS, REGISTRY, OR THE REGISTRATION AND REVIEW PROCESSES UNDER WHICH SUCH TRANSIT OPERATOR IDS ARE ISSUED. IN PARTICULAR, EMVCO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF - 3 - 164412790.2 MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. UNDER NO CIRCUMSTANCES SHOULD EMVCO’S ISSUANCE OF A TRANSIT OPERATOR 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 Transit Operator 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 OR REVIEW PROCESSES, THE REGISTRY AND ANY LISTINGS, EMVCO’S DECISION TO ISSUE, OR NOT ISSUE, A TRANSIT OPERATOR 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. - 4 - 164412790.2 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 (including reasonable attorneys’ fees) incurred in connection with any suit, claim or action by any third party, except to the extent arising from EMVCo’s wilful misconduct, arising out of or relating to (a) Registrant’s service associated with the Transit Operator ID; (b) Registrant’s use, distribution or marketing of the Transit Operator ID or associated service; or (c) any claims of EMVCo’s implied endorsement or negligent selection or approval of Registrant resulting from EMVCo’s issuance of the Transit Operator ID or 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 assignment of this Agreement in connection with a merger, consolidation, reorganisation, 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 and provides written notice to EMVCo of such assignment. 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. 164412790.2 - 5 - 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. 164412790.2 - 6 - The Parties have executed this EMVCo POI Information Identifier for Transit Operators Registration Agreement as of _____________________________________ (“Effective Date”). EMVCo: EMVCo, LLC . By: Name: Title: Email for notices: emvcolegal@emvco.com . REGISTRANT: By: Name: Title: Email for notices: 164412790.2 - 7 -