VISA U.S.A. INC. VISA INCENTIVE AGREEMENT

 

PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS, WHICH ARE MARKED BY ASTERISKS (“***”).

 

Effective Date:		This Visa incentive agreement (the “agreement”) is effective as of November 1, 2014 (“Effective Date”), but only if Visa has received from USAT an executed counterpart of this agreement on or before November 30, 2014.  Otherwise, this agreement will not become effective.
Term of Agreement:		The term of this agreement begins on the Effective Date and will expire on October 31, 2017 (“Term”); unless terminated earlier in accordance with section 5 of schedule A.
Visa Contact:		***
Visa Phone Number:		***
Visa Facsimile Number:		***
USAT Contact:		Stephen P. Herbert
USAT Phone Number:		610 ###-###-####
USAT Facsimile Number:

 

This agreement is between VISA U.S.A. INC., a Delaware corporation, with its principal place of business at 900 Metro Center Boulevard, Foster City, California 94404 (mailing address P.O. Box 8999, San Francisco, CA 94128-8999) (“Visa”) and USA Technologies, Inc., a Pennsylvania corporation, with its principal place of business at 100 Deerfield Lane, Suite 140, Malvern, PA 19355 (“USAT”).

 

USAT has entered into agreements with various merchants (each a “USAT Customer” or collectively the “USAT Customers”), whereby USAT provides to each USAT Customer gateway transaction processing services and related hardware and software solutions for the acceptance of Visa Cards, which are used for payment at vending machines owned and operated by a USAT Customer, and USAT has an agreement with an Acquirer, and desires to receive the incentives offered by Visa.

 

Visa operates a retail electronic payments network and desires to provide USAT with incentives to encourage and reward USAT for the growth of its acceptance of payment devices featuring a Visa-owned brand.

 

USAT desires to avail itself of the opportunity to receive the incentives offered by Visa.

 

 

The parties agree as set forth in this cover page and in all of the schedules and riders attached hereto, and all such schedules and riders are part of this agreement.

 

1.      DEFINITIONS.  In addition to any terms defined elsewhere in this agreement, the terms below have the following meanings for purposes of this agreement:

 

 

“Included Merchant Location” refers to any stand-alone unattended vending or self-serve retail machine physically located in the Territory that is: owned and/or operated by a USAT Customer and for which USAT facilitates Card payment functionality or gateway services.  For the purposes of this agreement, unattended DVD rental machines owned or operated by USAT or a USAT Customer are not included as an Included Merchant Location.

 

 

 

 

 

 

5.      EARLY TERMINATION.

 

 

 

 

  (e)     Materials with Other Party’s Name and Trademarks.  All written and broadcast materials created by or for a party including, without limitation, advertisements, marketing materials, press releases, point of purchase signage, mailings, and any other signage which relate to the other party or any materials that contain the name or trademark of the other party are subject to the other party’s prior written approval, which may not be unreasonably withheld.

 

  (f)     Public Disclosures.  Either party may disclose the existence of this agreement, but unless otherwise permitted under section 4(d) of this schedule A, neither party may disclose the terms of this agreement.  Moreover, neither party may issue an independent press release or make any other public announcement, whether written, oral or otherwise, with respect to this agreement without the prior written consent of the other party.

 

  (g)     Complete Agreement.  This agreement constitutes the entire agreement and understanding between Visa and USAT with respect to their rights and obligations set forth herein, and there are no other agreements, representations, warranties, or understandings between Visa and USAT with respect to such subject matter.  Any change to this agreement must be in writing and signed by an authorized representative of each party.  To the extent that any other agreement, written or verbal, appears to exist between the parties with respect to the subject matter hereof, this agreement supersedes any such agreement.  All schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this agreement.  This agreement has been fully reviewed and negotiated by the parties and their respective counsel.

 

  (h)     Force Majeure.  Neither party will be liable to the other party for any loss, damage, cost, delay, or failure to perform in whole or in part resulting from causes beyond such party’s control, including but not limited to fires, floods, storms, earthquakes, hurricanes, tornadoes, or other severe weather or climatic conditions; act of a public enemy, war, or terrorist attack, blockade, strikes, insurrections, riots, or requirements of any governmental authority.

 

  (i)     Severability.  If any provision of this agreement is determined to be invalid, illegal, or unenforceable,  the validity, legality, and enforceability of the remaining provisions of this agreement will remain in full force and effect; however if the determination of such invalidity, illegality, or unenforceability has a significant effect, in the reasonable judgment of a party (the “Affected Party”), on the financial or commercial position of the Affected Party,  the parties shall negotiate in good faith so as to replace each invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision which will, in effect, from an economic viewpoint, most nearly and fairly approach the effect of the invalid, illegal, or unenforceable provision; provided that both parties’ rights and obligations under this agreement will cease thirty calendar days after the date the Affected Party notifies the other party that it wishes to renegotiate such invalid, illegal, or unenforceable provision if the parties are unable to reach a mutually acceptable agreement within those thirty calendar days.

 

  (j)     No Third Party Beneficiaries.  This agreement does not confer any rights or remedies upon any person or entity other than the signatories to this agreement. Only signatories to this agreement have enforceable rights and remedies under this agreement.

 

  (k)     Modifications and Waivers.  Any waiver of the provisions of this agreement or of a party’s rights or remedies under this agreement must be in writing to be effective.  Failure, neglect, or delay by a party to enforce the provisions of this agreement or its rights or remedies at any time may not be construed and will not be deemed to be a waiver of such party’s rights under this agreement and will not in any way affect the validity of the whole or any part of this agreement or prejudice such party’s right to take subsequent action.

 

  (l)     Counterparts.  This agreement may be signed in counterparts, each of which will be deemed an original and all of which will constitute one and the same instrument.  The agreement may also be signed and transmitted by email or facsimile, with such signature to be treated as an original and the document transmitted to be considered to have the same binding effect as an original signature on an original document.  At the request of either party, any emailed or facsimiled document shall be re-executed in original form by the parties who signed the emailed or facsimiled document.

 

  (m)    Signature Dates.  In the event that USAT returns an executed but undated copy of this agreement to Visa, USAT authorizes Visa to insert the date of Visa’s receipt of the executed copy.

 

 

  (n)     No Party a Drafter; Titles and Subtitles.  No party will be considered to be the drafter of this agreement or any provision hereof for the purpose of any statute, case law, or rule of interpretation or construction that would or might cause any provision to be construed against the drafter hereof.  The titles and subtitles used in this agreement are for convenience only and are not to be considered in construing or interpreting this agreement.

 

 

1.	INCENTIVES.

 

USAT, or USAT Customers may route any transaction initiated on a Visa Debit Card through any network enabled on such Card and nothing in this agreement requires or incents USAT to undertake any act or omission in violation of applicable law or regulation.

 

A.	SCOPE OF INCENTIVES. ***

 

B.	DEBIT REGULATED PROMOTIONAL IRF RATES.

C.	DEBIT NON-REGULATED PROMOTIONAL IRF RATES.

 

D.	CREDIT PROMOTIONAL IRF RATES.

 

(i)

During the Incentive Quarter that begins on the Effective Date, Visa will make available systematically to USAT’s Acquirer a promotional IRF rate of *** (the “Credit Promotional IRF Rate”) for each CPS-qualified consumer, face-to-face Visa Credit Transaction originated at the Included Merchant Locations, ***, and routed for authorization, clearing, and settlement through *** (the “Eligible Visa Credit Transactions”).

 

(ii)

Furthermore, subject to schedule C, if within ten calendar days of any Incentive Quarter Visa receives from USAT the Quarterly Credit Certification in the form attached hereto as Rider 3 (the “Quarterly Credit Certification”) for such Incentive Quarter, then Visa will continue to make available systematically to USAT’s Acquirer the Credit Promotional IRF Rate for the Eligible Visa Credit Transactions originated during the immediately following Incentive Quarter.

 

(iii)

However, subject to schedule C, if Visa does not receive a Quarterly Credit Certification within ten calendar days of the end of an Incentive Quarter, then Visa may at its sole discretion, upon ten calendar days’ written notice to USAT, stop making available systematically the Visa Credit Promotional IRF Rate to USAT’s Acquirer for the Eligible Visa Credit Transactions originated during all of the Incentive Quarters that follow; but if later Visa receives a Quarterly Credit Certification within ten calendar days of the end of the applicable Incentive Quarter, then Visa may at its sole discretion, within forty-five calendar days of the end of such Incentive Quarter, begin to again make available systematically the Credit Promotional IRF Rate to USAT’s Acquirer for the Eligible Visa Credit Transactions.

 

E.	UNATTENDED DEBIT PROMOTIONAL IRF RATES.

 

(i)

During the Incentive Quarter that begins on the Effective Date, Visa will make available systematically to USAT’s Acquirer a promotional IRF of *** (capped at $0.21 plus the then-current Fraud-Prevention Adjustment) (the “Unattended Debit Promotional IRF Rate”) for each CPS-qualified consumer, face-to-face Regulated Visa Debit Transaction originated at the Included Merchant Locations, excluding any Regulated Visa Debit Transaction that was***, and routed for authorization, clearing, and settlement through *** (the “Eligible Unattended Visa Debit Transactions” and collectively with the Eligible Visa Debit Regulated Transactions, the Eligible Visa Debit Non-Regulated Transactions, and the Eligible Visa Credit Transactions, the “Eligible Transactions”).

 

 

(ii)

Furthermore, subject to schedule C, if within ten calendar days of the end of each Incentive Quarter Visa receives from USAT the Quarterly Unattended Regulated Debit Certification in the form attached hereto as Rider 4 (the “Quarterly Unattended Regulated Debit Certification”) for the just completed Incentive Quarter, then Visa will continue to make available systematically to USAT’s Acquirer the Unattended Debit Promotional IRF Rate for the Eligible Unattended Visa Debit Transactions originated during the immediately following Incentive Quarter.

 

(iii)

However, subject to schedule C, if Visa does not receive a Quarterly Unattended Regulated Debit Certification within ten calendar days of the end of an Incentive Quarter, then Visa may at its sole discretion, upon ten calendar days’ written notice to USAT, stop making available systematically the Unattended Debit Promotional IRF Rate to USAT’s Acquirer for the Eligible Unattended Visa Debit Transactions originated during all of the Incentive Quarters that follow; but if later Visa receives a Quarterly Unattended Regulated Debit Certification within ten calendar days of the end of the applicable Incentive Quarter, then Visa may at its sole discretion, within forty-five calendar days of the end of such Incentive Quarter, begin to again make available systematically the Unattended Debit Promotional IRF Rate to USAT’s Acquirer for the Eligible Unattended Visa Debit Transactions.

 

F.

EXISTING AGREEMENT.  Visa and USAT previously entered into a Visa U.S.A. Inc. Visa Promotional Agreement effective as of October 12, 2011, as amended by that First Amendment to the Visa U.S.A. Inc. Visa Promotional Agreement on October 14, 2012 (the “Prior Agreement”).  Visa and USAT agree that the Prior Agreement will be terminated in its entirety as of the Effective Date (defined on the cover page of this agreement).

 

 

SCHEDULE C

A.

USAT PARTICIPATION REQUIREMENTS.

Visa will make available systematically to USAT’s Acquirer the Promotional IRF Rates only if USAT complies at all times during the Term with all of the requirements in subsections (i) through (ii) of this section A of schedule C (the “USAT Participation Requirements”):

(i)

Within thirty calendar days of the end of each Incentive Quarter, USAT shall provide Visa with a written certification (“Quarterly USAT Certification”) addressed to Visa, signed by an officer of USAT, and on USAT letterhead that must include all of the following certifications that apply to such Incentive Quarter:

(1)

USAT has only passed on, or authorized USAT’s Acquirer to pass on, the benefits of the Promotional IRF Rates during such Incentive Quarter;

(2)

USAT shall include a complete list of all of Included Merchant Locations during the Incentive Quarter and the date in which USAT or USAT’s Acquirer began passing on the benefits of the Promotional IRF Rates;

(3)

A certification that USAT has included the appropriate and unique MVV applicable to each of the Eligible Transactions generated during the Incentive Quarter.

(4)

A certification that at least *** new Included Merchant Locations were created by USAT Customers during the Incentive Quarter and USAT must provide Visa the exact number of new Included Merchant Locations that were created during the Incentive Quarter.

(ii)

If USAT does not provide Visa a Quarterly USAT Certificate that includes all of the certifications listed above in section A(i) of this schedule C within thirty calendar days of the end of any Incentive Quarter during the Term, then Visa may, at its sole discretion, terminate this agreement by giving USAT at least thirty calendar days’ written notice prior to the effective date of such termination.

 

B.

CONDITIONS FOR AUTHORIZATION TO PASS ON BENEFITS TO USAT CUSTOMERS.

(i)

During each Incentive Quarter USAT may pass on, or authorize USAT’s Acquirer to pass on, the benefit of the Promotional IRF Rates only to USAT Customers that meet all of the Merchant Participation Requirements at all times during the applicable Incentive Quarter.

(ii)

For the purposes of this agreement, during each Incentive Quarter during the Term, “Merchant Participation Requirements” means collectively all of the following conditions:

(1)

At all times during the applicable Incentive Quarter all of the Included Merchant Locations must accept any and all Visa Cards.

(2)

There may not be *** at any time during the applicable Incentive Quarter in respect of any of the Included Merchant Locations.

 

 

(3)

At all times during the applicable Incentive Quarter, the dollar amount of  of the Transactions that originated at each of the Included Merchant Locations during such Incentive Quarter was $***.

(4)

At all times during the applicable Incentive Quarter, the result of *** the aggregate amount of the Volume generated at all of the Included Merchant Locations during such Incentive Quarter *** the total number of Transactions generated during that same period at each of the Included Merchant Locations must be ***.

(iii)

In the event a USAT Customer ceases to be in compliance with any of the Merchant Participation Requirements, USAT shall (1) notify Visa, within ten calendar days of such non-compliance, in a writing signed by an officer of USAT and on USAT letterhead and (2) immediately stop passing on the benefit of the Promotional IRF Rates to such USAT Customer.

C.

AGREEMENT AND ACKNOWLEDGEMENT REGARDING***.

(i)

***. USAT agrees and acknowledges that ***at all times during the Term is a material inducement to Visa offering and maintaining the Visa Debit Regulated Promotional IRF Rate, and that Visa may not offer and make available the Visa Debit Regulated Promotional IRF Rate if at any time during the Term***.  In the event USAT determines or becomes aware that***, USAT shall, no later than ten (10) calendar days of making such determination or having knowledge of***, cease passing on, or instruct USAT’s Acquirer to cease passing on, as applicable, the benefit of the Visa Debit Regulated Promotional IRF Rate to such USAT Customer.

(ii)

***. USAT agrees and acknowledges that *** at all times during the Term is a material inducement to Visa offering and maintaining the Non-Regulated Debit Promotional IRF Rate, and that Visa may not offer and make available the Non-Regulated Debit Promotional IRF Rate if at any time during the Term***.  In the event USAT determines or becomes aware that***, USAT shall, no later than ten (10) calendar days of making such determination or having knowledge of***, cease passing on, or instruct USAT’s Acquirer to cease passing on, as applicable, the benefit of the Non-Regulated Debit Promotional IRF Rate to such Included Merchant Location.

(iii)

***. USAT agrees and acknowledges that ***at all times during the Term is a material inducement to Visa offering and maintaining the Credit Promotional IRF Rate, and that Visa may not offer and make available the Credit Promotional IRF Rate if at any time during the Term***.  In the event USAT determines or becomes aware that***, USAT shall, no later than ten (10) calendar days of making such determination or having knowledge of***, cease passing on, or instruct USAT’s Acquirer to cease passing on, as applicable, the benefit of the Credit Promotional IRF Rate to such USAT Customer.

(iv)

***. USAT agrees and acknowledges that *** at all times during the Term is a material inducement to Visa offering and maintaining the Unattended Debit Promotional IRF Rate, and that Visa may not offer and make available the Unattended Debit Promotional IRF Rate if at any time during the Term***.  In the event USAT determines or becomes aware that***, USAT shall, no later than ten (10) calendar days of making such determination or having knowledge of***, cease passing on, or instruct USAT’s Acquirer to cease passing on, as applicable, the benefit of the Unattended Debit Promotional IRF Rate to such USAT Customer.

 

 

D.

RIGHT TO AUDIT.

(i)

Visa has the right to confirm the accuracy of any Quarterly USAT Certification.  Upon Visa’s request to USAT, USAT will permit Visa to work with USAT’s external auditor to examine the books and records of USAT in order to confirm the accuracy of any Quarterly USAT Certification, and USAT shall provide to Visa or USAT’s auditor any commercially reasonable information as to permit Visa to verify and confirm the assertions stated in the Quarterly USAT Certification.    IF USAT’s auditor does not work with Visa in accordance with this provision, then USAT must engage with its auditor and fulfill Visa’s auditing rights under this provision.  Visa’s rights in this section will survive the termination or natural expiration of the Term.

 

E.     MERCHANT DISCOUNT RATE; ACQUIRER IMPLEMENTATION.  USAT acknowledges and agrees that: (A) Visa does not set the merchant discount rate charged to USAT or to USAT Customers by the Acquirer for Visa transactions, and that such discount rate is determined entirely through a separate agreement between USAT,  USAT Customers, and the Acquirer; (B) it is USAT’s or USAT Customers’ sole responsibility to engage with the Acquirer and negotiate its merchant discount rate and other fees related to the acceptance of Visa Cards; (C) it is USAT’s and USAT Customers’ sole responsibility to engage with the Acquirer to ensure the Acquirer’s systems are capable of accepting and processing the systemic application of the promotional IRF rates offered under this agreement for transactions generated at Included Merchant Locations; (D) in order for USAT and USAT Customers to enjoy the benefits of the promotional IRF rates offered under this agreement the Acquirer’ systems must be adjusted to be capable of accepting and processing the systemic application of the Promotional IRF Rates for transactions generated at Included Merchant Locations; and (E) Visa is not responsible to USAT or USAT Customers for any expenses or fees the Acquirer may assess to USAT or USAT Customers in connection with the adjustments to the Acquirer’ systems that are required in order for such systems to accept and process the systemic application of the Promotional IRF Rates offered under this agreement for transactions generated at Included Merchant Locations or for any expenses caused by a delay in the Acquirer to make any such adjustments.

F.    COMPLIANCE.  USAT warrants and represents to Visa that USAT and each of the USAT Customers shall comply with the terms and conditions of the acceptance agreement, as amended from time to time, between itself and its Acquirer (“Acceptance Agreement”) that relate to the adherence to the Visa Operating Regulations.

G.    MERCHANT VERIFICATION VALUE.  USAT acknowledges and agrees that only Visa Card transactions that: (i) are routed for authorization, clearing, and settlement through the applicable *** at Included Merchant Locations and (ii) contain the assigned MVV and are processed by the Acquirer are eligible for the incentives described in Schedule B.  Transactions that do not meet the foregoing criteria are not eligible to any of the incentives described in Schedule B.

 

H.    CISP/PCI COMPLIANCE.  If at any time during the Term, USAT and/or its service providers involved in processing, storing, transmitting, and/or handling any cardholder or transaction information (“Service Providers”) or a USAT Customer are not in compliance with the Payment Card Industry Data Security Standard in accordance with the Visa Cardholder Information Security Program (“CISP”) as described at www.visa.com/cisp or at a successor URL, as such standard may be amended from time to time (“PCI Standard”) in a material manner, then Visa may at is sole discretion: (A) upon thirty calendar days’ written notice to USAT, suspend Visa’s obligations under schedule B; or (B) terminate this agreement upon thirty calendar days’ written notice to USAT.  In the event Visa chooses (A), Visa’s obligations under schedule B will be suspended with respect to transactions occurring on and after the date that is thirty calendar days following the date when USAT, a Service Provider, or a USAT Customer first failed to meet the PCI Standard in a material manner, and will not be reinstated unless and until the parties agree otherwise in a written and mutually signed amendment to this agreement.  In the event Visa chooses (B), all of Visa’s obligations under schedule B will cease with respect to transactions occurring on and after the date that is thirty calendar days following the date when USAT, the Service Providers, or a USAT Customer first failed to meet the PCI Standard in a material manner.  USAT warrants and represents to Visa that USAT, and, to its knowledge Service Providers and USAT Customers are as of the Effective Date, in compliance with the PCI Standard.

 

 

 

SCHEDULE D

The benefit of the Promotional IRF Rates are available to, and may be passed on, only to the Included Merchant Locations with the MCC’s enumerated below (each an “Eligible Merchant Category Code”); and USAT must ensure that such MCC’s are assigned in accordance with the Visa Operating Regulations.  At any time during the Term the parties can agree to amend this list of Eligible Merchant Category Codes to include more MCC’s that the parties wish to include under this agreement. In no instances will unattended *** locations with an MCC of *** or any other MCC be eligible for the Benefits.

 

	(1)	***
	(2)	***
	(3)	***
	(4)	***
	(5)	***
	(6)	***
	(7)	***
	(8)	***
	(9)	***
	(10)	***
	(11)	***
	-

 

 

*   *   *

*   *   *

 

USA Technologies, Inc. (“USAT”) confirms and certifies to Visa that, in respect of the three month period that started on [date] and concluded on [date] (the “Relevant Quarter”), all of the assertions in (i) through (v) below are true, accurate, and complete for each Eligible Merchant that USAT or USAT’s Acquirer passed along the benefit of the Visa Debit Regulated Debit IRF Rate to during the Relevant Quarter:

(i)

During the Relevant Quarter, the rate of the *** was *** the rate of the Visa Debit Regulated Promotional IRF Rate;

(ii)

During the Relevant Quarter, all of the Included Merchant Locations accepted any and all Visa Cards;

(iii)

All of the Included Merchant Locations are located in the Territory;

(iv)

The dollar amount of *** of the Regulated Visa Debit Transactions that originated at the Included Merchant Locations during the Relevant Quarter was $***; and

(v)

The result of *** the aggregate amount of the *** volume from Regulated Visa Debit Transactions originated at all of the Included Merchant Locations during the Relevant Quarter *** the total number of Regulated Visa Debit Transactions originated during the Relevant Quarter at the Included Merchant Locations were *** than $***.

 

 

USAT acknowledges and agrees that the*** at all of the Included Merchant Locations at all times during the Term is a material inducement to Visa offering and make systematically available to USAT and USAT’s Acquirer the Visa Debit Regulated Promotional IRF Rate, and that Visa may not offer and stop making systematically available the Visa Debit Regulated Promotional IRF Rate if at any time during the Term there is a *** at any of the Included Merchant Locations.

 

I certify that I am responsible for preparing this certification on behalf of USAT and that USAT used commercially reasonable diligence in determining the information necessary to make the assertions and certifications contained in this document in accordance with USAT’s records and that to the best of my knowledge those assertions and certifications are true, accurate, and complete.

 

By:
Name:
Title:
(Must be an officer of USA Technologies, Inc.)
Date:

 

 

*   *   *

*   *   *

USA Technologies, Inc. (“USAT”) confirms and certifies to Visa that, in respect of the three month period that started on [date] and concluded on [date] (the “Relevant Quarter”), all of the assertions in (i) through (v) below are true, accurate, and complete for each Eligible Merchant that USAT or USAT’s Acquirer passed along the benefit of the Non-Regulated Debit Promotional IRF Rate to during the Relevant Quarter:

(i)

During the Relevant Quarter, the rate of the*** was*** the rate of the Non-Regulated Debit Promotional IRF Rate;

(ii)

During the Relevant Quarter, all of the Included Merchant Locations accepted any and all Visa Cards;

(iii)

All of the Included Merchant Locations are located in the Territory;

(iv)

The dollar amount of *** of the Non-Regulated Visa Debit Transactions originated at the Included Merchant Locations during the Relevant Quarter was $***; and

(v)

The result of *** the aggregate amount of the *** volume from Non-Regulated Visa Debit Transactions generated at all of the Included Merchant Locations during the Relevant Quarter *** the total number of Non-Regulated Visa Debit Transactions generated during the Relevant Quarter at the Included Merchant Locations was *** than $***.

 

 

USAT acknowledges and agrees that the *** at each of the Included Merchant Locations throughout the Term, is a material inducement to Visa offering and making systematically available to USAT and USAT’s Acquirer the Non-Regulated Debit Promotional IRF Rate, and that Visa may not offer and stop systematically making available the Non-Regulated Debit Promotional IRF Rate if at any time during the Term there is a*** at any of the Included Merchant Locations.

I certify that I am responsible for preparing this certification on behalf of USAT and that USAT used commercially reasonable diligence in determining the information necessary to make the assertions and certifications contained in this document in accordance with USAT’s records and that to the best of my knowledge those assertions and certifications are true, accurate, and complete.

 

 

 

*   *   *

 

*   *   *

USA Technologies, Inc. (“USAT”) confirms and certifies to Visa in respect of the three month period that started on [date] and concluded on [date] (the “Relevant Quarter”), all of the assertions in (i) through (v) below are true, accurate, and complete for each Included Merchant that USAT or USAT’s Acquirer passed along the benefit of the Credit Promotional IRF Rate to during the Relevant Quarter:

(i)

During the Relevant Quarter, the rate of the *** was *** the rate of the Credit Promotional IRF Rate;

(ii)

During the Relevant Quarter, all of the Included Merchant Locations accepted any and all Visa Cards;

(iii)

All of the Included Merchant Locations are located in the Territory;

(iv)

The dollar amount of *** of the Visa Credit Transactions originated at the Included Merchant Locations during the Relevant Quarter was $***; and

(v)

The result of *** the aggregate amount of the *** volume from Visa Credit Transactions originated at all of the Included Merchant Locations during the Relevant Quarter *** the total number of Visa Credit Transactions originated during the Relevant Quarter at the Included Merchant Locations was *** than $***.

 

 

USAT acknowledges and agrees that *** at each of the Included Merchant Locations throughout the Term, is a material inducement to Visa offering and systematically making available to USAT and USAT’s Acquirer the Credit Promotional IRF Rate, and that Visa may not offer and maintain the Credit Promotional IRF Rate if at any time during the Term there is a *** at any of the Included Merchant Locations.

I certify that I am responsible for preparing this certification on behalf of USAT and that USAT used commercially reasonable diligence in determining the information necessary to make the assertions and certifications contained in this document in accordance with USAT’s records and that to the best of my knowledge those assertions and certifications are true, accurate, and complete.

 

 

 

*   *   *

*   *   *

 

USA Technologies, Inc. (“USAT”) confirms and certifies to Visa that, in respect of the three month period that started on [date] and concluded on [date] (the “Relevant Quarter”), all of the assertions in (i) through (v) below are true, accurate, and complete for each Included Merchant that USAT or USAT’s Acquirer passed along the benefit of the Unattended Debit Promotional IRF Rate to during the Relevant Quarter:

(i)

During the Relevant Quarter, the rate of the *** was *** the rate of the Unattended Debit Promotional IRF Rate;

(ii)

During the Relevant Quarter, all of the Included Merchant Locations accepted any and all Visa Cards;

(iii)

All of the Included Merchant Locations are located in the Territory;

(iv)

The dollar amount of *** of the Unattended Visa Debit Transactions originated at the Included Merchant Locations during the Relevant Quarter was $***; and

(v)

The result of *** the aggregate amount of the *** volume from Unattended Visa Debit Transactions originated at all of the Included Merchant Locations during the Relevant Quarter *** the total number of Unattended Visa Debit Transactions originated during the Relevant Quarter at the Included Merchant Locations was *** than $***.

 

USAT acknowledges and agrees that *** at each of the Included Merchant Locations, as of the Rate Effective Date and continuing throughout the Term, is a material inducement to Visa offering and making systematically available to the Acquirer the Unattended Debit Promotional IRF Rate, and that Visa may not offer and maintain the Unattended Debit Promotional IRF Rate if at any time during the Term there is an *** at any of the Included Merchant Locations.

 

I certify that I am responsible for preparing this certification on behalf of USAT and that USAT used commercially reasonable diligence in determining the information necessary to make the assertions and certifications contained in this document in accordance with USAT’s records and that to the best of my knowledge those assertions and certifications are true, accurate, and complete.