HomeMy WebLinkAboutCARDCONNECT, LLC - CONTRACT - CONTRACT - CARDCONNECT - RECREATION AND PARKS MANAGEMENT SOFTGovernment Entity Addendum to CardConnect Hosted Service Agreement
Gov. Addendum to HSA 1 CardConnect, LLC (Apr. 2018)
1 Your Information:
Government Entity Name: City of Fort Collins
First/Last Contact Name: Gerry Paul
Title: Purchasing Director
Business Phone: 970-221-6779 gspaul@fcgov.com
2 What this Addendum Does:
2.1 CardConnect and Customer agree to amend the terms of the CardConnect Hosted
Service Agreement (the Agreement) to your CardConnect Hosted Service
Agreement Confirmation by:
(1) Deleting Section 6.1 (Indemnification by CardConnect) in its entirety and
replacing it with the following:
6.1 CardConnect’s Responsibility. CardConnect is fully responsible for all
third party claims, actions, damages, obligations, losses, liabilities, costs and
expenses (including reasonable attorneys’ fees and other costs of defense),
arising from any allegation that the Hosted Service or the Licensed Software as
delivered to Customer violate, misappropriate or infringe the rights of any
third party; provided that CardConnect's responsibility shall not apply to the
extent any such third party claims relate to infringement allegations based on
the combination of the Hosted Service or the Licensed Software with any third
party products or services, unauthorized use of the Hosted Service or
Customer non-compliance with specifications or user documentation provided
by CardConnect, CardConnect’s compliance with Customer or third party
designs, specifications, instructions or technical information, or to the extent
arising from claims for which Customer is responsible; and provided further
that Customer (i) notifies CardConnect promptly (but not more than ten (10)
days) in writing of any such claim or suit; (ii) gives CardConnect full
information and assistance in settling and/or defending the claim or suit; and
(iii) gives CardConnect full authority and control of the defense and/or
settlement of any such claim or suit. If the Hosted Service or the Licensed
Software becomes subject to a claim of infringement for which CardConnect
may be responsible to Customer pursuant to this Section 6.1, CardConnect
may at its sole option (x) obtain the right to continue using the Hosted Service
or the Licensed Software; (y) replace or modify the Hosted Service or the
Licensed Software such that it does not infringe; or (z) terminate this
Agreement.
Government Entity Addendum to CardConnect Hosted Service Agreement
Gov. Addendum to HSA 2 CardConnect, LLC (Apr. 2018)
(2) Deleting Section 6.2 (Indemnification by Customer ) in its entirety and
replacing it with the following:
6.2 Customer’s Responsibility. Customer is fully responsible for any and all
third party claims, actions, damages, obligations, losses, liabilities, costs
and expenses (including reasonable attorneys’ fees, costs of collection,
and other costs of defense) arising from or related to (i) any breach of this
Agreement, including the breach of any representation or warranty or
failure to perform any covenant required under this Agreement, (ii) any
damage or loss caused by negligence, fraud, dishonesty or willful
misconduct by Customer or any of Customer’s employees, agents or
users, or (iii) use of the Hosted Service or the Licensed Software or user
documentation except as set forth in Section 1.1 (subject to the
limitations in Section 1.2); provided that Customer 's responsibility for
such third party claims, actions, damages, obligations, losses, liabilities,
costs and expenses shall not apply to the extent arising from claims for
which CardConnect is obligated to indemnify Customer.
(3) Deleting the provision in subpart (ii) of Section 6.4 that states “(ii) either
party’s indemnification obligations arising from third party claims” and
replacing it with “(ii) either party’s responsibility arising from third party
claims”;
(4) Deleting Section 7.3 (Exceptions) and replacing it with the following:
7.3. Exceptions. Notwithstanding Section 7.2, one party may disclose
Confidential Information of the other only to the extent required by
law (including, without limitation, public records laws applicable to
Customer for the State in which you are located) or by order of a court
or governmental agency; provided, however, that the party directed or
required to disclose shall first give the other party prompt notice and
shall cooperate with such other party if such other party wishes to
obtain a protective order or otherwise protect the confidentiality of
such Confidential Information. Notwithstanding the foregoing,
CardConnect may share Confidential Information of Customer with
resellers, ISOs, merchant aggregators, banks and other third parties
through which CardConnect provides the Hosted Service to
Customers. Additionally, Customer agrees that following receipt of any
public records request for CardConnect’s Confidential Information,
Customer will provide CardConnect at least ten (10) days’ prior notice
of Customer’s intent to disclose CardConnect’s Confidential
Information so that CardConnect may seek a protective order or take
other court action seeking to prevent disclosure. If CardConnect does
Government Entity Addendum to CardConnect Hosted Service Agreement
Gov. Addendum to HSA 3 CardConnect, LLC (Apr. 2018)
not take any such action seeking to prevent disclosure within ten (10)
days after notice, Customer may disclose the records.
(5) Deleting Section 9.4 (Assignment) and replacing it with the following:
9.4. Assignment. Customer may not assign the Agreement by operation of
law or otherwise, in whole or in part, without CardConnect’s prior written
consent. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and
permitted assigns. CardConnect may not assign this Agreement without
obtaining the prior consent of Customer (such consent not to be
unreasonably withheld by you).
(6) Deleting Section 9.12 (Governing Law) and replacing it with the following:
9.12. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State in which you are located, without
giving effect to principles of conflict of law of any jurisdiction. Any
litigation or other dispute resolution between the parties relating to this
Agreement shall take place in the appropriate state or federal court
located in the State in which you are located. Neither the United Nations
Convention on Contracts for the International Sale of Goods nor the
Uniform Computer Information Transactions Act as enacted shall apply to
this Agreement.
9 Effective Date
This Amendment becomes effective as of the date you execute the CardConnect Hosted
Service Agreement Confirmation.
10 Amendment Approval
By signing below, you acknowledge that:
• You have read and understand this Addendum;
• You agree to comply with this Addendum; and
• You understand that if you sign this Addendum using an electronic signature, the
resulting signature has the same legal effect as if you had signed it by hand.
The individual signing below represents that s/he is authorized to sign this Addendum on behalf
of the entity identified in Section 1.
Government Entity Addendum to CardConnect Hosted Service Agreement
Gov. Addendum to HSA 4 CardConnect, LLC (Apr. 2018)
Customer
CardConnect, LLC
By:By:
Signature Signature
Name:
Print or Type
Name:
Print or Type
Title:Title:
Date:
Gerry Paul
Purchasing Director
September 15, 2021
CITY OF FORT COLLINS, COLORADO
Jacquelyn Langton
Director, Underwriting