1. “ACH” means Automated Clearing House, the funds transfer system governed by the rules of NACHA. ACH allows financial institutions to clear interbank entries electronically.
2. “Affiliated Entity” means (a) an Affiliate of Merchant or (b) a person or entity operating a franchise under one or more of Merchant’s brands pursuant to a written franchise agreement with Merchant that is identified in a Merchant Location Agreement.
3. “Affiliate(s)” means entities affiliated under the majority ownership or control of, under common ownership or control with, or which own or control, a party.
4. “Authorized Partner” means a third party authorized by TableSafe to assist with the assessment, installation, integration, or support of Products.
5. “Authorized Users” means Merchant’s employees or contractors designated by Merchant to access and use the Subscription Services.
6. “Cardholder” means a consumer who owns and uses a credit or debit card (or similar type of payment) to pay merchant for amounts due.
7. “Cardholder Data” has the meaning stated in the Payment Card Industry (PCI) Data Security Standard (DSS) and Payment Application Data Security Standard (PA-DSS) Glossary of Terms, Abbreviations, and Acronyms.
9. “Confidential Information” means all nonpublic data and information, regardless of the form or media, relating to the business of the Disclosing Party of which the Receiving Party becomes aware as a consequence of, or through, the performance of its obligations under the Agreement that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation (a) nonpublic information relating to the Disclosing Party’s technology, products, services, processes, data, customers, business plans and methods, promotional and marketing activities, finances, and other business affairs and (b) third-party information that the Disclosing Party is obligated to keep confidential. Confidential Information does not include any data or information that (i) is already known to the Receiving Party prior to disclosure by the Disclosing Party; (ii) has become generally known to the public through no wrongful act of the Receiving Party; (iii) has been rightfully received by the Receiving Party from a third party without restriction on disclosure and without, to the knowledge of the Receiving Party, a breach of an obligation of confidentiality running directly or indirectly to the other party; or (iv) is independently developed by the Receiving Party without use, directly or indirectly, of the Confidential Information received from the Disclosing Party. Cardholder Data is not Confidential Information under this definition and is addressed in Section 15.
10 “Customer” means any TableSafe Authorized Reseller or Merchant operating one or more Merchant Locations.
11. “Data Breach” means unauthorized access to, use, disclosure, or exfiltration of any Cardholder Data or Transaction Information provided by Merchant and received by TableSafe in connection with Merchant’s use of the Subscription Service under this Agreement.
12. “Defective Product” means a Product that does not conform to the warranties in Section 16.1 of PO Terms and Conditions.
13. “Disclosing Party” means the party providing the Confidential Information to the other party directly or indirectly (via one or more third parties acting on behalf of and at the direction of the party providing its Confidential Information).
14. “Documentation” means any and all manuals, instructions, and other documents and materials that TableSafe provides or makes available to Merchant in any form or medium which describes the functionality, components, features, or requirements of Products or the Subscription Services.
15. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
16. “Laws” means all applicable local, state and federal statutes, regulations, ordinances, rules, and other binding law in effect from time to time.
17. “License Agreement” means an agreement between the Customer and TableSafe, executed for each Merchant, which governs the operation of Products and Services at all Merchant Locations.
18. “Merchant” means an owner or operator of one or more Merchant Locations.
19. “Merchant Materials” means all materials and information, including documents, data, specifications, software, content, and technology that are provided to TableSafe by or on behalf of Merchant in connection with this Agreement.
20. “Merchant Location” means the physical location at which TableSafe Products and Services will be installed and used, subject to the License Agreement.
21. “Merchant Location Sheet” means a document, submitted by TableSafe Authorized Reseller on Merchant’s behalf, providing TableSafe with required Merchant Location details.
22. “Nonconforming Products” means any Products received by Merchant from TableSafe pursuant to an Order that: (a) do not conform to the Product descriptions or specifications listed in the applicable Order; or (b) materially exceeds the quantity of Products ordered by Merchant pursuant to this Agreement or any Order. Where the context requires, Nonconforming Products are deemed to be Products for purposes of the Agreement.
23. “Order” means a purchase order, statement of work, or other ordering documents, as applicable, that has been signed by both parties.
24. “Payment Device” means any device or method used for the purpose of obtaining credit or debiting a designated account, including a credit card or debit card.
25. “Payment Network” means any Credit Card Association, EFT Network, ECS Association, or automated clearing house association, governmental agency or authority, and any other entity or association that issues or sponsors a Payment Device or operates a network on which a Payment Device is processed.
26. “Payment Network Regulations” means the rules, operating regulations, guidelines, specifications, and related or similar requirements of any Payment Network.
27. “Product(s)” means the hardware, equipment, devices, peripherals, Software, or other items that TableSafe provides to Merchant pursuant to an Order.
28. “Receiving Party” means the party receiving Confidential Information from the other party directly or indirectly (via one or more third parties acting on behalf of and at the direction of the party providing its Confidential Information).
29. “Services” means, individually or collectively as the context requires, the services TableSafe provides to Merchant pursuant to this Agreement as purchased by Merchant via an Order, including the Subscription Services and Support Services.
30. “Software” means the computer software programs (solely in object code form) that TableSafe provides to Merchant, whether on a standalone basis or incorporated into Products, as the case may be.
31. “Subscription Services” means TableSafe’s hosted software application or applications and any third-party or other software, and all new versions, updates, revisions, improvements, and modifications of the foregoing, that TableSafe manages, operates, and maintains for remote electronic access and use by Merchant and the related payment processing and analytics services provided via the foregoing technology.
32. “Support Services” means the technical support, maintenance, training, and other services provided by TableSafe or an Authorized Partner on TableSafe’s behalf, as described in Exhibit A of the applicable TableSafe Technical Support Agreement.
33. “TableSafe Data Breach” means a Data Breach that: (a) originated within data operating systems controlled by TableSafe; (b) occurred due to a breach of the Agreement by TableSafe; (c) was not attributable to any act or omission of Merchant; and (d) does not relate to any Merchant-provided data in user-defined fields not required by TableSafe or used to perform the Services.
34. “Transaction” means any action between Merchant and a consumer using a Payment Device that results in activity on the Cardholder’s account (e.g., payment, purchase, refund, or return).
35 “Transaction Information” means any data or information resulting from an action between a Cardholder using a Payment Device and a merchant that results in activity on the Cardholder’s account (e.g., payment, purchase, refund or return). Transaction Information includes payment processing-related transactional information that may be collected or stored by TableSafe, including the price paid for products or services, date, time, approval, unique transaction number, store identifier, and customer bank information relating to a Transaction.
36. “Updates” means modifications, bug fixes, or updates to Software that TableSafe makes generally commercially available.