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Central Credit General Terms and Conditions

Effective Date: May 1, 2020 (v.20.1)

  1. SERVICES; SCOPE. Each agreement between Central Credit and Customer for products and services (each a “Service” or “Product”, as applicable and any one or more the “Services”, as applicable) shall be subject to these Central Credit General Terms and Conditions, together with the terms and conditions of the Agreement (each, an “Agreement”). During the term of the Services provided in accordance with the applicable Agreement, Central Credit shall have the exclusive right to provide each contracted Service at the Premises (as defined and set forth on the applicable Agreement), and except as set forth on the applicable Agreement, no other party shall provide any substantially similar or competing service at the contracted Premises during the term of Services. Except for intellectual property provided to Central Credit by Customer for its use in connection with any of the Services, Everi shall retain on an exclusive basis, all right, title, and interest, in any and all intellectual property developed, delivered, licensed to and/or used by Everi in the performance of the Agreement and the provision of the Services. Capitalized terms used herein without definition shall have the meaning provided in the applicable Agreement.
  2. CONFIDENTIALITY. Neither party hereto shall disclose the terms of the Agreement to any third party without the written consent of the other party hereto, except as required by law, or unless otherwise directed in writing by a third-party services provider of Central Credit. Customer shall hold in strict confidence all information received from Central Credit hereunder, including, without limitation, Central Credit Operating Procedures, pricing and other proprietary business information, whether or not such information is written, oral, or marked confidential, the same being for the exclusive use of Customer in accordance with the Agreement. Customer shall take all necessary steps to safeguard such information from disclosure to third parties and shall limit disclosures to Customer’s employees on a need-to-know basis. If assigned a Central Credit Subscriber Number, Customer shall not permit any persons other than its own officers or employees at Customer’s Premises to use such number, unless otherwise directed in writing by Provider. Upon the request of Central Credit, Customer shall return or destroy any or all information provided to Customer under the Agreement. Customer shall take reasonable measures to protect against unauthorized access to or use of any information furnished hereunder in connection with the disposal of such information, and shall implement and monitor compliance with policies and procedures for the proper disposal of such information. Customer shall not copy or reproduce any information provided by Central Credit hereunder without the prior written consent of Central Credit. The provisions of this Section shall survive any expiration or earlier termination of the Agreement.
  3. COMPLIANCE WITH LAW. Each party hereto shall comply with all applicable federal, state, and local laws, and the rules and regulations. Each party shall be responsible for obtaining and maintaining all necessary licenses, authorizations, permits and approvals required by the regulatory agencies to which they are subject. In the event of a lapse or delay of the requirements of the preceding sentence by either party, the parties shall agree to resolve the delay pursuant to Section 4 herein.
  4. DISPUTE RESOLUTION. Any claim or controversy arising out of the Agreement or a breach hereof shall be settled by final and binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association in Clark County, Nevada by three arbitrators, one of whom shall be selected by Central Credit, one of whom shall be selected by Customer, and the third of whom shall be selected by the mutual agreement of the other two arbitrators. Judgment on any award rendered by the arbitrators may be entered in any court located in such county and state. The arbitrators shall award to the prevailing party, if any, as determined by the arbitrators, the right to collect from the other party all costs and fees incurred by such prevailing party in connection with the arbitration, including without limitation administrative fees, arbitrator fees, travel expenses, out-of-pocket expenses such as copying, telephone and facsimile charges, witness fees and attorneys’ fees. The provisions of this Section shall survive any termination or expiration of the Agreement.
  5. PRIVILEGED LICENSES. Each party and its affiliates may be subject to and exist because of privileged licenses issued by governmental authorities responsible for or involved in the regulation of gaming activities and/or any other regulatory authority having jurisdiction over the applicable party or its affiliates (each a “Authority” and collectively “Authorities”).
    1. INFORMATION AND COOPERATION. Upon request by a party to the Agreement (the “Requesting Party”), the other party to the Agreement (the “Requested Party”) shall, at its sole cost and expense, provide all requested information and obtain any Approvals requested or required of the Requested Party by any Authority. If the Requested Party fails to satisfy any requirements of this subsection (a) or if an Authority directs the Requesting Party or any of its affiliates to cease business with the Requested Party, notwithstanding any other provision hereof, the Requesting Party shall have the right to terminate the Agreement upon written notice and without liability.
    2. PROBLEMATIC ASSOCIATIONS OR ACTIVITIES. If the Requesting Party shall in good faith determine, in its reasonable judgment, that the Requested Party, or any of its officers, directors, employees, agents, representatives, or material shareholder, or any lender or financial participant (i) has, is or is reasonably likely to engage in any activity or activities, or (ii) has, is or is reasonably likely to be involved in any relationship, either of which could or does jeopardize any privileged license of the Requesting Party or any of its affiliates’ or if any such license is or is likely to be threatened, denied, curtailed, suspended or revoked as a result of (i) or (ii) above, then notwithstanding any other provision hereof, the Requesting Party shall have the right to terminate the Agreement and its relationship with the Requested Party without incurring further obligation or liability.
  6. NOTICES. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be hand delivered or delivered by facsimile transmission or overnight courier or certified or registered addressed or transmitted to the party to be notified at such party’s address or number as shown above or at such party’s last known address or number. Any notice delivered hereunder shall be deemed effective upon delivery, if hand delivered or sent by overnight courier, and upon receipt, as evidenced by the date of transmission indicated on the transmitted material if by facsimile transmission, or the date of delivery indicated on the return receipt, if mailed as aforesaid. The parties’ addresses may be changed by written notice to the other party as provided herein.
  7. FORCE MAJEURE. Neither party hereto shall be liable for any failure to fulfill its obligations hereunder due to causes beyond its reasonable control, including (to the extent each such instance listed is in fact beyond its reasonable control) acts of God, acts of any government, acts of any payment network or card associations, war, fires, floods, explosions, or other natural catastrophes, unusually severe weather such as tornadoes or hurricanes, civil disturbances, strikes (not caused by Central Credit), riots, shortages of materials, transportation delays, or failures or fluctuations in electrical power, heat, light, air conditioning, computer and network systems, telecommunications equipment, or other mechanical failure that significantly restrict or prohibit the Services contemplated in this Agreement (“Event of Force Majeure”). Upon the occurrence of an Event of Force Majeure, and so long as no other breach of this Agreement by such party has occurred and is continuing, the performance of each party’s obligations shall be suspended during the period of the Event of Force Majeure and the period thereafter reasonably required to recommence performance of its obligations (the “Suspension Period”). The Term of the affected Agreement shall be automatically extended by a period equal to the Suspension Period; provided, however, in the event such Event of Force Majeure continues and exists for a period in excess of twelve (12) months, the party not relying on such Event of Force Majeure may forthwith terminate this Agreement with notice to the other. The parties shall use their commercially reasonable efforts to minimize the consequences of any Event of Force Majeure.
  8. GOVERNING LAW AND INTEGRATION. Customer shall comply with all applicable laws, regulations and rules, including the FCRA and NACHA rules and guidelines, as applicable to the Services received under the Agreement. The parties hereto agree that the United Nations Convention on the International Sale of Goods shall not govern or otherwise apply to the Agreement or the parties’ respective obligations hereunder. The Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the conflict of laws principles thereof. The provisions of this Section shall survive any expiration or earlier termination of the Agreement.
  9. TRIBAL RIDER. In the event Customer is a Native American owned or operated entity, or a branch of a Native American tribe, the terms of that certain document entitled “Tribal Rider” are hereby incorporated in their entirety. The provisions of this Section shall survive any termination or expiration of the Agreement.
  10. REGULATORY COMPLIANCE. The parties hereby acknowledge and agree that the Agreement may be contingent on obtaining certain licensing, approvals, and/or certifications, including but not limited to, approval by Everi’s Gaming Regulatory Compliance Committee (collectively, “Approvals”), and if either party fails to obtain or maintain any such Approvals, then the other party, in its sole and absolute discretion, may terminate the Agreement, in whole or in affected part, without incurring further liability, and such termination, when made in good faith, shall not constitute a default, breach or unexcused delay of performance.
  11. AMENDMENT AND WAIVER. No modification, amendment or waiver of any of the terms and conditions hereof shall be binding upon either party hereto unless made in writing and signed by each party. Notwithstanding the foregoing, Central Credit reserves the right to modify any of the terms and conditions of the Agreement including any aspect of the Services in its sole discretion at any time with or without notice. No waiver of any rights hereunder shall be deemed effective unless in writing executed by the waiving party and no waiver by either party of a breach of any provision of the Agreement shall constitute a waiver of any prior or subsequent breach of the same or any other provision of the Agreement. No failure to exercise, and no delay in exercising, any rights hereunder on the part of either party shall operate as a waiver of any such right. No single or partial exercise of any right hereunder shall preclude further exercise of such right or any other right.
  12. SEVERABILITY AND INTERPRETATION. If any provision, in whole or in part, of the Agreement is held invalid or unenforceable for any reason, the invalidity shall not affect the validity of the remaining provisions of the Agreement, and the parties shall substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision. Neither the Agreement, nor any addenda or Operating Procedures, shall be interpreted in favor of or against any party because such party or its counsel drafted the Agreement, or such addenda or Operating Procedures. No course of dealing, usage, custom of trade or communication between the parties shall modify or alter any of the rights or obligations of the parties under the Agreement. The Agreement is solely for the benefit of Central Credit (and its affiliates) and Customer and no other person or entity shall have any right, interest or claim under the Agreement. As used in the Agreement,  (i) the term “include,” or any derivative of such term, shall not mean that the items following such term are the only types of such items, (ii) the term “shall” indicates a mandatory obligation, (iii) the term “may” indicates a permissive election and does not imply any duty to exercise such election, (iv) the term “discretion” means the sole and absolute discretion of the party granted the discretion, absent an express limitation on such discretion, and (v) the term “dollar” or “$” shall be references to United Sates currency.
  13. FOREIGN CORRUPT PRACTICES ACT. Certain laws prohibit the offering, giving or promising to offer or give, directly or indirectly, money or anything of value to any official of a government, political party or instrumentality thereof in order to assist Customer or Central Credit in obtaining or retaining business. Customer shall not act in any fashion or take any action, in the performance of its obligations under the Agreement, which violates, or would render Central Credit liable for a violation of, either the United States Foreign Corrupt Practices Act or any similar statute or regulation. Customer’s violation of this provision shall be deemed a material breach of the Agreement, entitling Central Credit to terminate the Agreement immediately in accordance with the provisions hereof.
  14. DATA ACCESS SECURITY REQUIREMENTS. Customer will be solely responsible to comply with and implement financial sector industry cybersecurity standards as it relates to Customer’s system and network (“System Security Management”) which includes but is not limited to timely installation of applicable security patches, firewalls, and antivirus software. Everi shall not be responsible for the System Security Management of Customer’s system or network. Customer acknowledges and agrees it shall also comply with the “Data Access and Security Requirements” which are updated from time to time and can be found online on the Terms and Conditions site or successor site.
  15. DEATH MASTER FILE NOTICE.
    1. Access to the Death Master File as issued by the Social Security Administration requires an entity to have a legitimate fraud prevention interest or a legitimate business purpose pursuant to a law, governmental rule regulation, or fiduciary duty, as such business purposes are interpreted under 15 C.R. 1110.102(a)(1).
    2. The National Technical Information Service has issued the Interim Final Rule for temporary certification permitting access to the Death Master File (“DMF”). Pursuant to Section 203 of the Bipartisan Budget Act of 2013 and 15 F.R. 1110.102, access to the DMF is restricted to only those entities that have a legitimate fraud prevention interest or a legitimate business purpose pursuant to a law, governmental rule regulation, or fiduciary duty, as such business purposes are interpreted under 15 C.F.R. 1110.102(a)(1). As many Central Credit services contain information from the DMF, Central Credit would like to remind Customer of Customer’s continued obligation to restrict its use of deceased flags or other indicia within the Central Credit services to legitimate fraud prevention or business purposes in compliance with applicable laws, rules and regulations and consistent with Customer’s applicable Fair Credit Reports Act (15 U.S.C. 1681 et seq.) or Gramm-Leach-Bliley Act (15 U.S.C. 6801 et seq.) use. Customer’s continued use of Central Credit service affirms Customer’s commitment to comply with these terms and all applicable laws.
    3. Customer acknowledges that Customer will not take any adverse action against any consumer without further investigation to verify the information from the deceased flags or other indicia within the Central Credit services.
    4. Further, the Social Security Administration (“SSA”) does not have a death record for all deceased persons. Therefore, the absence of a particular person on the DMF is not proof that the individual is alive.  In rare instances, it is possible for the records of a person who is not deceased to be included erroneously in the DMF.  If an individual claims that SSA has incorrectly listed someone as deceased (or has incorrect dates/data on the DMF) the individual should be told to contact their local Social Security office to review the information and to correct the errors, if necessary.
    5. Please visit the following link to access notices and information regarding the DMF: https://dmf.ntis.gov/requirements.html.
  16. ACKNOWLEDGMENT AND AGREEMENT FOR CONSUMER REPORTS. If the Services provided involve the use of or access to consumer report information, then the following acknowledgement will apply:
    1. Customer acknowledges that it is a company in the Hospitality/Gaming Industry and has received and read the enclosures contained herein.  Customer agrees to familiarize itself with this information, which applies to Customer’s relationship with Everi, and acknowledges its responsibilities as set forth herein, and under the Fair Credit Reporting Act (“FCRA”), 15 U.S.C. § 1681 et seq.
    2. Customer understands that all users must have a permissible purpose under the FCRA, to obtain a consumer report.  Under the terms of the Agreement, Customer’s permissible purposes are limited to a one-time use of such report for:
      1. the extension of credit as a result of an application from a consumer, or the review or collection of a consumer’s account; and/or
      2. the review of a consumer’s account to determine whether the consumer continues to meet the terms of the account.
    3. The FCRA sets forth that “Any person who knowingly and willfully obtains information on a consumer from a consumer reporting agency under false pretenses shall be fined under title 18, United States Code, imprisoned for not more than 2 years, or both.”
    4. Customer agrees that it shall not request, obtain or use consumer reports for any other purpose including, but not limited to, for the purpose of selling, leasing, renting or otherwise providing information obtained under this Agreement to any other party, whether alone, in conjunction with Customer’s own data, or otherwise in any service which is derived from the consumer reports.  The consumer reports shall be requested by, and disclosed by Customer only to Customer’s designated and authorized employees having a need to know and only to the extent necessary to enable Customer to use the consumer reports in accordance with this Agreement.  Customer shall ensure that such designated and authorized employees shall not attempt to obtain any consumer reports on themselves, associates, or any other person except in the exercise of their official duties.
    5. Customer understands that it is prohibited from reselling Everi information and bank or credit bureau reports (e.g., Experian, Equifax or TransUnion, each, a “Credit Bureau”) received as result of the provision of services under the Agreement.
    6. Customer may, but is not required to, disclose the report to the subject of the report only in connection with an adverse action based on the report.  Moreover, unless otherwise explicitly authorized in an agreement between Everi and Customer for scores obtained from a Credit Bureau, or as explicitly otherwise authorized in advance and in writing by the Credit Bureau providing such score through Everi, Customer shall not disclose to consumers or any third party, any or all such scores provided under such agreement, unless clearly required by law.
    7. Customer will maintain copies of all written authorizations for a minimum of five (5) years from the date of inquiry, and to the extent required by a Credit Bureau, Customer consents to the audit of its compliance with applicable law, including but not limited to the FCRA.
    8. With just cause, such as Customer’s violation of the terms of the Agreement, or as required by law, including but not limited to any material change in existing law or regulations that adversely affect the Agreement, Everi may, upon its election, discontinue serving Customer and cancel the Agreement and any other applicable agreement immediately.
  17. ADDITIONAL DOCUMENTS. Each party hereto shall promptly complete, execute and deliver such other documents as may be reasonably necessary to implement the Agreement.
  18. HEADINGS. The headings contained in this Central Credit General Terms and Conditions are for convenience of reference only and shall not affect the meaning or interpretation of the Agreement.