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Everi Cares Giving Module Additional Terms and Conditions

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

  1. SCOPE. Customer and Everi agree that these additional terms and conditions to the Service Order shall govern the license and use of the Software and the provision of the Giving Program (as defined below) services between the parties. Everi and Customer shall enter into one or more separate signed schedules to this Service Order, which state the specific Premises, Charities, and other particulars applicable to Everi’s license of the Software and provision of Giving Program services and Customer’s use of the Giving Program (as defined below) and the Software at the applicable Premises (each, a “Program Set-up Schedule”). This Service Order by itself does not obligate either party to license or use any Software or obtain or provide any Giving Program services or to enter into any Program Set-up Schedule.
  2. GIVING PROGRAM SERVICES. Subject to the terms hereof, and applicable law and regulation, Everi will accept donations to one or more participating Charities (each a “Donation” and collectively, the “Donations”) made by Customer’s patrons (“Donors“) who elect to donate all or a portion of the value of their redemption ticket or voucher through an Everi ticket redemption device enabled with the Software (each, an “Enabled Device”). Everi, or through its provider, shall process and distribute such Donations to the Charities as selected by the Donors on the Enabled Devices as further set forth herein (the services described in foregoing paragraph, are the “Giving Program” or the “Services”).
  3. TERM. This Service Order shall be effective as of the date executed by Everi (“Schedule Effective Date”), and shall remain in effect until the earlier of (a) the date upon which no Program Set-up Schedule executed pursuant to this Service Order remains in effect; or (b) the date this Service Order is terminated pursuant to the terms and conditions hereof. Notwithstanding any termination of this Service Order, the terms and conditions herein shall continue to govern any mutually executed Program Set-up Schedule between the parties until the termination thereof in accordance with its terms. Unless otherwise set forth on Exhibit A, the term of Services for each Program Set-up Schedule shall be for one year from the implementation date set forth on such Program Set-up Schedule (“Implementation Date”), thereafter automatically renewing for successive renewal terms of six months in duration (the initial term and each renewal term, collectively, the “Term”).
  4. FEES. Customer will be liable to Everi for payment of the fees as more specifically set forth on Exhibit A to the Service Order (“Giving Module Fees”).
  5. GIVING PROGRAM. Everi shall provide the following in connection with the Giving Program:
    1. Charitable donation Software module activation on the Enabled Devices;
    2. Charitable transaction processing and collection; and
    3. Financial settlement to the designated Charities, documentation and reporting of funds donated through the Enabled Devices.
  6. COLLECTION OF DONATIONS. Everi will deduct the total of all Donations made by Donors through the Enabled Devices during each applicable month, from any funds otherwise due to Customer from Everi pursuant to any other agreement between the parties for such month. In the event that the amount of Donations in any period exceeds the amount of available funds otherwise due to Customer from Everi for such monthly period, Everi shall invoice Customer for the Donations Everi did not withhold, and Customer shall pay such invoice within 30 days of the date of such invoice. Customer acknowledges and agrees that Everi has certain obligations with respect to the timely conveyance of all Donations for the benefit of the Charities, and accordingly Customer agrees that invoices that are not paid to Everi within five (5) business days of the due date may be subject to a penalty charged by Everi in the amount of up to fifty percent (50%) of the unpaid amount of Donations for such period.
  7. DISBURSEMENT OF DONATIONS. Subject to Everi’s receipt of such Donations from Customer, Everi, or through its provider, shall deposit all Donations donated at the Premises to the designated Charities, as applicable. With respect to, and as applicable to each participating Charity, each such Charity may pay Everi a mutually agreed-upon and reasonable fee specific to the Giving Program for that Charity. CUSTOMER UNDERSTANDS AND AGREES THAT IT SHALL BE RESPONSIBLE TO CONTACT ITS APPLICABLE STATE FOR: (i) INFORMATION CONCERNING CHARITABLE SOLICITATION, AND PERCENTAGE OF CONTRIBUTIONS RECEIVED BY THE CHARITY THAT ARE DEDICATED TO ITS CHARITABLE PURPOSE; AND (ii) THE CHARITY’S REGISTRATION, FINANCIAL STATEMENTS AND OTHER INFORMATION.
  8. SELECTION AND APPROVAL OF CHARITIES. Everi will display up to four Charities on Enabled Devices, Customer may designate such Charities from Everi’s pre-approved list of participating Charities, by selecting the Charities in the area indicated on the applicable Program Set-up Schedule or on a separate Charity selection schedule provided by Everi. Customer acknowledges and agrees that once activated as part of Customer’s Giving Program, each Charity shall remain activated for a minimum consecutive 90-day period after activation. Subject to the foregoing sentence, Customer may modify its Charity selections once per calendar quarter, by submitting a revised Charity Selection Schedule to Everi, and subject to such Charity’s availability will make such modification to the Enabled Devices within 30 days of receipt by Everi. Everi reserves the right to modify the available Giving Program Charities from time to time, upon reasonable notification to Customer.
  9. PROSPECTIVE CHARITIES. In the event Customer wishes to designate one or more charitable organizations which are not already included as part of the Everi pre-approved Charity list, Customer shall provide Everi the name, email, and phone number, and other information necessary for Everi to obtain information to reasonably verify such prospective charity’s eligibility, provided that Everi does not guarantee the availability of any particular charity through the Software or the Program Services. Customer’s prospective charities must meet, and maintain, Everi’s standards for approved charities. Everi reserves the right to deny or revoke approved status of any charity that fails, in Everi’s sole opinion, to meet Everi’s standards.
  10. FEES AND EXPENSES. In addition to the provision of all Donations to Everi as set forth in Section 2 hereof, Customer will be liable to Everi for payment of the Giving Module Fees set forth on Exhibit A, which shall consist of:
    1. A one-time implementation fee (“Implementation Fee”) per Premises, in connection with the initial Program Set-up Schedule set up for each such Premises.
    2. An annual fee per each Enabled Device which accesses or has enabled the Giving Module feature (“Annual Connect Fee”).
      Everi shall, and is hereby authorized to deduct and withhold all applicable Giving Module Fees from any funds otherwise due to Customer from Everi pursuant to any other agreement between the parties.
  11. PAYMENT TERMS. Payment of the initial Giving Module Fees is due prior to the Implementation Date. The Annual Connect Fee will be invoiced annually, as applicable, prior to any renewal Term. Invoices are due 30 days from invoice date, and for any renewal term, 30 calendar days prior to the end of the then-current Giving Program Term. Amounts listed on Exhibit A are subject to proration to coincide with Everi’s invoicing intervals.
  12. SOFTWARE LICENSE. Subject to the permitted use and restrictions set forth herein and conditioned upon Customer’s payment of all applicable fees, Everi hereby grants to Customer, and Customer hereby accepts, a non-perpetual, non-exclusive, non- transferable, non-sublicensable, royalty-free, revocable, limited license to use the Software, at the Premises designated on the applicable Program Set-up Schedule during the Term of the Giving Program, solely in executable form, in connection with the corresponding Enabled Devices operated at such Premises (“Software License”). The Software License is not transferable or assignable by Customer by operation of law or otherwise, to any party who did not originally purchase the applicable license(s) for the Software from Everi or Everi’s authorized reseller, or to any other Premises or equipment for which it was not originally prescribed.
  13. SOFTWARE LICENSE TERM. Subject to Customer’s payment of all applicable fees, the term of license to such Software shall commence upon the Giving Program Implementation Date and unless otherwise terminated in accordance with the provisions hereof, shall continue until the expiration or earlier termination of the applicable Giving Program Term.
  14. INTELLECTUAL PROPERTY. Regardless of any words of purchase used in any Exhibit, Program Set-up Schedule, agreement, or invoice with respect to any Software, nothing shall constitute a transfer or conveyance of any right, title, or interest in any of Everi’s Software, whether separately licensed, embedded in the Enabled Devices, or otherwise, or in any other of Everi’s or its licensors intellectual property.
  15. MARKS. Everi hereby grants to Customer, a nonexclusive license, in accordance with Everi guidelines and this Service Schedule, to use and display the Charity marks provided by Everi on the Enabled Devices for the exclusive purpose of fulfilling Customer’s obligations set forth herein. Except as expressly provided in this Service Order, Customer shall not have the right to use in any way or reproduce for any purpose any of Everi’s marks or any Charity’s marks without Everi’s prior written approval. Notwithstanding the foregoing, Customer shall not market, advertise or promote the availability of Charities or the Giving Program in any way that is misleading or potentially misleading.
  16. DISPUTES AND MONITORING. Customer shall be responsible to resolve all issues with respect to any Donations disputed by its patrons. Customer shall immediately notify Everi if it becomes aware of any material attempt or attempts by any individual or entity to obtain or use the Software or the Services fraudulently. In the event Everi has reasonable suspicion to believe that fraud is taking place, Everi will, as applicable, block any affected Charities, or may disable the Software and/or halt the provision of Services to Customer at any affected Premises or participating issuing location. Customer shall cooperate fully with Everi in any reasonable efforts to locate and prosecute the perpetrator of any fraud.
  17. RELATIONSHIP BETWEEN THE PARTIES. Everi and Customer are the “Licensor” and the “Licensee”, respectively, with respect to the Software. For purposes of state charitable solicitation laws or regulations, nothing in this Service Order or any Program Set-up Schedule shall mean, or be construed in any way, that Everi is acting as a professional fundraiser or fundraising counsel for Customer or any Charity’s behalf. Customer understands and agrees that Everi has no obligation to assist Customer with any registration requirement or other obligation under state or local laws regarding charitable solicitations, and Everi shall have no liability for Customer’s failure to comply with any such obligation. Everi shall have no responsibility or liability for any determination related to treatment of any Donations for tax purposes and makes no representation or warranty concerning any tax matters relating to the Software or the Services, including, without limitation, the eligibility of any Charities for any exclusion.
  18. TERMINATION. Everi shall have the right to suspend or terminate the Services and the Software license at any time, in the event that (a) Everi becomes unable to provide, or legally provide, the Services, or (b) Customer fails to send any Donations to Everi or pay any applicable Giving Module Fees within 30 days of their due date.
  19. ENHANCEMENTS AND MODIFICATIONS TO THE SERVICES. Customer acknowledges that from time to time Everi performs maintenance, updates, and upgrades to its products and services and its connections to third party gateways, and available Charities. Customer acknowledges and agrees that any changes or downtime related to such actions will not constitute a breach or material modification to the Services, and shall not affect the parties’ rights and obligations under this Service Order.
  20. ADDITIONAL SERVICES. The Services described in these Everi Cares Giving Module Additional Terms and Conditions represent the entire scope of services to be provided by Everi under this Service Order and if Customer requests that Everi provide any additional services that are not expressly set forth herein, then Everi, at its sole discretion, shall provide such additional services at Everi’s then current rates and charges for such additional services.
  21. CONFLICT OF TERMS. In the event of a conflict between the Everi General Terms and Conditions and this Service Order, the terms of this Service Order shall prevail with respect to the Software and Services which are the subject of this Service Order. No terms of any Program Set-up Schedule shall supersede, add to or modify the terms of this Service Order except with respect to such individual Program Set-up Schedule, nor shall any terms contained in any Program Set-up Schedule add to or modify the terms of any other Program Set-up Schedule.