PAYRANGE OPERATOR AGREEMENT
This Operator Agreement (“Agreement”) is entered into by and between PayRange and the Operator, effective as of the date of the last signature below (acceptance via electronic form online constitutes a signature).
Description of Services: PayRange operates an iOS and Android based mobile application to enable end users to make transactions using mobile devices to Operator’s Payment Accepting Terminals (machines) powered by PayRange hardware (“Device). In addition, PayRange operates a hosted software application known as “PayRange Manage”, a web-based interface to help Operator monitor such activity (collectively, the “Services”), as more particularly outlined in the PayRange Operator Terms of Service (see below). The Services will commence on the Effective Date and continue for the term of the Agreement or early termination, as provided for in this Agreement and supporting documentation.
Payment and Payment Terms: PayRange will enable transactions made at Operator’s machines using the PayRange mobile platform, and shall remit to Operator the payments received for each transaction, less fees, rounded up to the penny, with the minimum charge of one cent which fee will be retained by PayRange. Any monthly fees will be charged on a weekly basis. Negative balances may be charged to payment card on file or debited from Operator’s bank account, at the discretion of PayRange. The parties agree that such payments will be made by PayRange to Operator’s designated “Bank Account” in the amounts received, less fees, on a weekly basis, on the next banking day immediately following the previous period, which is from Monday to Sunday, Pacific Time. The settlement funds shall be sent by Automated Clearing House (ACH). Unless the parties otherwise agree or are otherwise required to do so by law, Operator is solely responsible for any taxes in connection with this agreement, and Operator agrees to indemnify and hold PayRange harmless from any fines, penalties, or claims of any kind that result directly from Operator’s failure to do so. PayRange will maintain a “PayRange Operator Account” for Operator containing information about the transactions that are paid through the Services, and PayRange will update the information in Operator’s PayRange Operator Account to reflect use and settlement as the information arrives in the PayRange database. Transaction history will be available to Operator when Operator logs in to the “PayRange Manage” application.
Term, Default and Termination: The Parties agree that the term of this Agreement will be one (1) year from the last ship date. At the end of the term or any subsequent renewal, this Agreement will automatically renew for a period of one year. Either party may terminate this Agreement if the other party breaches any material provision hereof and fails to cure such breach within thirty (30) days of the date of written notice specifying such breach is delivered by the non-breaching party. In addition to the foregoing, either party may terminate this Agreement if the other party files or has filed against it a petition in bankruptcy, which is not dismissed within sixty (60) days, or has a receiver appointed to handle its affairs. The obligation to make payments to Operator (less fees described herein) for purchases made at Operator’s machines using the Services shall survive any expiration or termination of this Agreement.
Warranty: PayRange warrants that the Services shall be provided in a good and workmanlike manner in accordance with applicable industry standards. PayRange warrants that each Device will operate without defect for the term of the Agreement unless otherwise agreed to by PayRange, so long as Operator is not in breach of its obligations. If a Device does not function as designed, PayRange will repair or replace such Device and resend the device within five (5) business days after receipt of the malfunctioning device that was issued a return authorization (RMA). PayRange shall have the sole discretion to repair or replace such Device. Title of any hardware supplied remains with PayRange. Except as otherwise set forth in this Agreement, the Services and all accompanying documentation are provided on an “as is” and “as available” basis, without any warranties, either express, implied, or statutory, including without limitation any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement.
Security: PayRange represents and warrants to Operator that: (i) the PayRange systems and processes are designed to comply with the Payment Card Industry (PCI) Data Security Standards where applicable; and (ii) PayRange forces HTTPS for all Services, including its public website. PayRange covenants that it will support encryption through all steps of a transaction. PayRange further represents and warrants to Operator that: (a) at no point during performance of the Services will PayRange receive or have access to Cardholder Data (defined below); (b) no device provided by PayRange to Operator will receive or have access to any Cardholder Data; (c) that the applications used by PayRange in connection with the Services do not view, pass through, or store Cardholder Data; (d) Cardholder Data is never sent to or stored on PayRange servers; and (e) Operator will not receive or have access to any Cardholder Data in connection with the Services. PayRange shall cause all its subsidiaries, affiliates, vendors, contractors, agents, or other third parties that receive, access, handle, secure, manage, maintain, or transmit Cardholder Data in connection with the Services (collectively, “Vendors”) to use commercially reasonable efforts to secure such Cardholder Data in compliance with applicable laws and PCI Data Security Standards. PayRange shall indemnify and hold Operator harmless from any losses suffered by Operator arising out of any Vendor’s failure to so secure such Cardholder Data. PayRange will rapidly investigate all reported security issues related to the Services. For urgent security concerns or requests such as an incident, or suspected misuse of Operator’s account, Operator may email the PayRange 24/7 priority security team at security@payrange.com. As used herein, “Cardholder Data” means the numbers and other data assigned by card issuers to identify cardholders’ accounts (including all data within the magnetic stripe), data about card transactions and other personally identifiable information of cardholders.
User accounts and payment credentials will be managed by PayRange or its service providers, and will not be disclosed to Operator. PayRange may provide anonymized transaction data to Operator. PayRange shall adhere to the prevailing industry security standards and requirements.
General Terms: The parties agree that the terms and conditions of the PayRange Operator Terms of Service apply to the Services (available at https://www.payrange.com/operator-terms-of-service/) provided under this Agreement and are hereby incorporated into it. Operator acknowledges and agrees that the Terms of Sale and Account as well as the PayRange Terms of Service govern the relationship between PayRange and its end users using the PayRange Services and visiting the PayRange Website, the Mobile Application License Agreement governs the use of the PayRange mobile applications, and the PayRange Privacy Policy describes its data and privacy practices. These documents may be found at www.payrange.com/legal.
Product Assurance Plan for BluKey Devices
Coverage: Our BluKey Device Assurance Program (“Program”) safeguards your hardware against any issues related to material or workmanship defects, ensuring its continued functionality for a total of five years from the purchase date, or if provided as part of a PayRange Autopilot Program, during the term of that plan. Please note, this Program does not extend to damages or disruptions occurring outside of normal device operations, such as accidental harm or unexpected disasters. Additionally, customers are responsible for any return shipping costs for the device. This Program only provides support for issues covered under its terms.
PayRange Autopilot Program
The term of the PayRange Autopilot Program plan is twenty-four (24) months, starting from installation date.
In terms of the PayRange Autopilot Program plan, PayRange will provide an Operator with up to fifty (50) BluKey Devices (the “Autopilot Devices”) for use by Operator during the term of the Autopilot Program plan (the “Plan Term”). Additional Autopilot Devices can be added at agreed pricing.
Autopilot Devices are covered by the Warranty and Product Assurance Plan for BluKey Devices, each as specified above, for the duration of the Plan Term.
Fees for the Autopilot Program, as specified in the completed order, include shipping and handling, account setup and installation. Fees are exclusive of any applicable taxes. A transaction fee of 3.49% and a PICS fee of 0.02 will apply per transaction on all transactions made through the PayRange mobile network.
Operator agrees to enroll to the First Purchase Free Program.
Operator agrees to cooperate fully and take all actions necessary to facilitate the installation process, including but not limited to making the required machines, in which Autopilot Devices should be installed, available to PayRange per the installation plan and timelines agreed between Parties.
Activation Fees are due when the order is placed. Monthly fees apply for the full duration of the Plan Term and will automatically be deducted in pro-rata installments from your weekly payout as set forth in Paragraph 2 of Section C of the Operator Terms of Service.
Where the total fees to be deducted exceed the weekly payout amount, the deductions for that week shall be capped at the weekly payout amount. Any remaining balance of the fees due shall be carried forward and deducted from subsequent weekly payouts, with the deduction for each week limited to the weekly payout amount.
Operator may terminate the Agreement within sixty (60) days of order date and receive a refund of all fees paid upon return of Autopilot Devices. In the event of an expiration or termination of this Agreement or an applicable order after sixty (days) of order date and before the end of the specified Plan Term, unpaid fees and remaining monthly fees for the originally scheduled Plan Term will accelerate and become immediately due and payable. Upon the expiration or termination of this Agreement or the Plan Term for any reason, Operator will return all Autopilot Devices to PayRange.
Operator acknowledges that all provided Autopilot Devices remain the property of PayRange, and that PayRange continues to own all right, title and interest in and to all such Autopilot Devices, outside of the limited uses that are made available to Operator hereunder. As such, Operator will (i) keep all such Autopilot Devices in its possession and will not permit others to possess or use it, and will not sell, collateralize, or encumber any such Autopilot Devices in any way, and (ii) use reasonable care in its custody and use of the Autopilot Devices, and is responsible for all loss or damage, other than ordinary wear and tear.
Without limiting the foregoing, Operator is responsible to keep Autopilot Devices updated with all software and system upgrades instructed by PayRange, and to keep all Autopilot Devices out of excess temperature, free from drops or physical impact and water damage. Operator will not alter or obscure any labels or markings of PayRange inventory tracking numbers or ownership markings. Operator agrees to keep all Autopilot Devices in productive use processing payments under this Agreement during the entire Plan Term. For the sake of clarity, Monthly fees apply whether or not a given device is in use.
