HomeMy Public PortalAbout2002 Merchant Services Agreement V9-20-01.tifVeriSign Payment Services Merchant Services Agreement
V9.20.01
This Merchant Services Agreement (the "Agreement") is entered into as of the date signed by Merchant (as defined herein) in
the signature block below (the "Effective Date") by and between VeriSign, Inc. having its principal place of business at 487
East Middlefield Road, Mountain View, California 94043, and the Merchant identified in the signature block at the end of
this Agreement ("Merchant"), provided that Merchant does not modify this Agreement in any manner or form. In the event of
a modification hereto, such modification shall constitute a counter offer by Merchant to VeriSign and this Agreement shall
not become effective as of the date signed by Merchant.
1. DEFINITIONS.
1. "Financial Institution" shall mean one or more of VeriSign's pre -approved banks or financial institutions, which
has agreed to evaluate and provide merchant accounts and payment authorization services to merchants.
2. "Services" shall mean the VeriSign's PayflowSM services used by Merchant, current descriptions can be found at
the URL: http://www.verisign.com/payment/payflow.html for the Payflow Link services or
http://www.verisign.com/payment/payflowpro.html for the Payflow Pro services.
3. "Software" shall mean the object code version of VeriSign's client Software Development Kit ("SDK"), HTML
code, application programming interfaces (APIs), related documentation and other client software or code which
VeriSign provides to Merchant, including updates, to enable VeriSign to provide the Services to Merchant. Unless
otherwise specified, Software shall not include any source code. The Software is proprietary to VeriSign and is
licensed to Merchant under a separate SDK License Agreement at the time of download.
4. "Transaction" shall mean information related to the purchase of goods and services from Merchant by a third
party. Specifically a Transaction is an authorization, delayed capture, sale or credit data transmission between
VeriSign and its back end processors.
2. MERCHANT OBLIGATIONS.
A. General Service Requirements. Merchant shall be solely responsible for:
1. The establishment, hosting and maintenance of its Web site(s) and its connection to the Internet (the
"Merchant Web Site(s)"), fulfilling all orders for products and services sold by Merchant to its users on the
Merchant Web Site(s) or otherwise, including without limitation transmitting Merchant's registration information
and Transaction data to VeriSign servers via the VeriSign web site and ensuring that the data transmitted in
conjunction with the Services and for enrollment for the Services is accurate, complete and in the form as
requested by VeriSign, and is not corrupted due to Merchant's systems. Merchant is also responsible for
reviewing the Transactions in its account on a regular basis and notifying VeriSign promptly of suspected
unauthorized activity through Merchant account;
2. Displaying a web page to users purchasing products or services from Merchant that provides the user with an
acknowledgement that a Transaction has been completed and secured by VeriSign (the "Acknowledgment
Page"). Merchant agrees that in addition to Merchant's branding on the Acknowledgement Page, the
Acknowledgement Page will include the relevant VeriSign logo, provided by VeriSign to Merchant, such logo to
be a hypertext link to the URL: http://seal.verisign.com/payment (the "VeriSign Site") or other web site
reasonably designated by VeriSign, and the text "VeriSign has routed, processed and secured your payment
information. More information about VeriSign". The underlined text shall also be a hypertext link to the
VeriSign Site or other site designated by VeriSign. Merchant agrees that the VeriSign Logo and the foregoing
text will appear at the top of the Acknowledgement Page (but below Merchant's branding) and users will not be
required to scroll left, right, up or down to view the VeriSign Logo or such text. VeriSign hereby grants
Merchant the rights to use the relevant VeriSign Logo, name and link to the VeriSign Site as necessary to carry
out the obligations of this section 2.2 and in accordance with any trademark usage guidelines provided to
Merchant by VeriSign from time to time upon reasonable notice.
3. Establishing and maintaining a commercial banking relationship with one or more Financial Institutions. The
terms of such relationship shall be determined solely by Merchant and the Financial Institution and will not
necessarily reflect or incorporate terms that VeriSign may have separately and independently negotiated with
Financial Institutions;
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4. Keeping its user name and password confidential. Merchant shall notify VeriSign immediately upon learning of
any unauthorized use of its user name or password;
5. Maintaining commercially reasonable business practices in conjunction with use of the Services and complying
with all applicable laws and regulations with respect to its use of the Services.
B. American Express Direct Processing. Merchant shall be solely responsible for:
1. Access Via Ecommerce Application. Merchant understands and agrees that if Merchant installs a third party
eCommerce application or custom integration on Merchant's web site through which Merchant accesses the
VeriSign Direct Processing services, it is Merchant's responsibility to comply with or select an eCommerce
application that complies with the most current American Express standards and operational requirements. In
addition, it is Merchant's responsibility to keep its systems in good working order and to repair and correct any
deficiencies, errors, or defect promptly during the term of this Agreement if notified by VeriSign or American
Express that such repair is necessary for the VeriSign Direct Processing services to operate properly and in
accordance with American Express requirements. VeriSign will promptly notify Merchant of American
Express required changes to Merchant's system. Merchant understands and agrees that its failure to perform
these functions may result in (i) its inability to process such transactions through VeriSign or (ii) VeriSign or
American Express suspending or terminating Merchant's right to access the VeriSign Direct Processing
services.
2. Inability to Access Service. Merchant agrees to notify VeriSign immediately of online processing problems,
including but not limited to providing VeriSign's customer service department with notice within forty-eight
(48) hours of it using voice authorizations for its transactions that Merchant would otherwise send through
VeriSign's online payment services gateway.
3. In no event shall VeriSign be liable for transaction processing and other services performed by American
Express.
3. VERISIGN'S OBLIGATIONS.
1. Services. Subject to the terms in this Agreement, VeriSign agrees to (i) provide to Merchant the Services
requested and used by Merchant, including without limitation the transmission of Transaction information to
financial processors with whom VeriSign has established a relationship, and (ii) provide Merchant with access to
standardized reports regarding Merchant's Transactions processed using the Services and certain reporting tools to
assist Merchant in accounting activities. VeriSign hereby grants to Merchant the right to access and use the Services
in accordance with the Agreement.
2. Changes to Services. VeriSign may modify the Services from time to time in VeriSign's reasonable discretion
and upon reasonable electronic or written notice to Merchant, provided that such modifications shall not materially
diminish the functionality of the Services.
3. Secure Transactions. VeriSign has implemented and will maintain security systems for the transmission of
Merchant's Transactions, consisting of encryption and "firewall" technologies that are understood in the industry to
provide adequate security for the transmission of such information over the Internet. VeriSign does not guarantee the
security of the Services or Transaction data, and VeriSign will not be responsible in the event of any infiltration of
its security systems, provided that VeriSign has used commercially reasonable efforts to prevent any such
infiltration. Merchant further acknowledges and agrees that VeriSign is not responsible for the security of
Transaction data or information or any other information stored on Merchant's servers or any other party's servers
(other than subcontractors of VeriSign solely to the extent VeriSign is liable for its own actions hereunder).
4 Technical Support for Services. The following is VeriSign's current technical support for the Services: (a) For
the Payflow Link services, VeriSign provides web support and email support twenty-four hours a day, seven days a
week; and (b) for Payflow Pro, in addition to the above support, VeriSign provides telephone support during the
hours of 8:00 a.m. to 6:00 p.m. PST, Monday through Friday, VeriSign holidays excepted. VeriSign agrees to
respond to support inquiries as promptly as reasonably possible. VeriSign's then -current standard technical support
for the Services shall be posted at the URL: http://www.verisign.com/payment/support descriptions.html.
4. PRIVACY. In addition to the terms and conditions regarding privacy above, Merchant acknowledges and agrees that
in the course of providing the Services, VeriSign will capture certain transaction and user information (collectively, the
"Data"). Merchant agrees to provide to VeriSign, and VeriSign shall capture, only the Data that is required by the
Payment Software and is necessary for VeriSign to provide the Payment Services. VeriSign shall not disclose Data to
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third parties or use the Data, except that VeriSign shall have the rights (i) to use the Data as necessary to perform the
Services contemplated in this Agreement (including distributing the Data to third parties providing services requested by
Merchant); (ii) to maintain the Data as long as necessary or as required by law and used internally for record keeping,
internal reporting, and support purposes; and (iii) to provide the Data as required by law or court order, or to defend
VeriSign's rights in a legal dispute.
5. FEES AND PAYMENT TERMS
1. For Prepaid Agreements. Merchant shall pay to VeriSign the annual set up and service fees (the "Annual Prepaid
Service Fee") listed in Exhibit A, attached hereto and incorporated herein for the applicable Services. Merchant
agrees to pay to VeriSign the Annual Prepaid Services Fee as payment for the Services used by Merchant for twelve
(12) months beginning on the earlier of (i) the date that Merchant enrolls for the Services or (ii) the date that
VeriSign receives the prepayment for the Services. Notwithstanding the foregoing, Merchant agrees to pay such
Annual Prepaid Service Fees no later than five (5) days following the Effective Date of this Agreement. Merchant
shall separately pay an Annual Prepaid Services Fee for each VeriSign Services account for which Merchant
registers. If Merchant uses VeriSign services that are subject to additional standard fees, then VeriSign shall invoice
Merchant for such additional standard fees, and Merchant shall pay such invoice net -30 days. All fees are non-
refundable unless otherwise explicitly stated in this Agreement. Merchant agrees to pay all value added, sales and
other taxes (other than taxes based on VeriSign's income) related to the Services or payments made by Merchant to
VeriSign. Merchant agrees that VeriSign shall have no obligation to provide the Services until it has received
Merchant's Annual Prepaid Services Fee.
2. For Non -Prepaid Agreements. Merchant agrees to pay to VeriSign the current fees for each separate VeriSign
account used by Merchant, as described in Exhibit A, attached hereto and incorporated herein or as otherwise
provided in the registration pages necessary for Merchant to activate additional accounts. There will not be any pro-
ration of fees paid or invoiced, and all fees are non-refundable unless otherwise explicitly stated in this Agreement.
Merchant agrees to pay all value added, sales and other taxes (other than taxes based on VeriSign's income) related
to the Services or payments made by Merchant to VeriSign. VeriSign may change the fees or payment methods by
providing thirty (30) days prior written or electronic notice of the changes to Merchant.
Payment Terms. All payments of fees for the Services shall be made in U.S. dollars. VeriSign may, at its option,
either invoice or debit Merchant for the fees due VeriSign. Set up fees will become payable on the Effective Date.
Monthly fees will be invoiced or debited at the end of the calendar month in which the Services are performed.
Merchant agrees to pay all such invoices net -30 days after the date of the applicable invoice. Merchant agrees, at the
request of VeriSign, to provide VeriSign with an authorized credit card name, number and date of expiration or an
Automated Clearinghouse ("ACH") account number and proper debit authorization for purposes of allowing
VeriSign to electronically collect fees due under this Agreement. All sums due and payable that remain unpaid after
any applicable cure period herein will accrue interest as a late charge of 1.5% per month or the maximum amount
allowed by law, whichever is less.
6. WARRANTY; DISCLAIMER
1. VeriSign represents and warrants that the Services shall conform in all material respects to the applicable
documentation provided by VeriSign to Merchant. Merchant's sole remedy for VeriSign's breach of this warranty
shall be VeriSign's reasonable efforts to repair or replace the Services. EXCEPT AS EXPRESSLY SET FORTH
ABOVE AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, VERISIGN MAKES NO WARRANTY
OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES OR SOFTWARE,
AND ALL SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON -INFRINGEMENT ARE HEREBY
EXPRESSLY DISCLAIMED BY VERISIGN. MERCHANT ACKNOWLEDGES THAT VERISIGN HAS NOT
REPRESENTED OR WARRANTED THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR
WITHOUT DELAY OR WITHOUT COMPROMISE OF THE SECURITY SYSTEMS RELATED TO THE
SERVICES.
2. Merchant represents and warrants that it shall comply with all applicable privacy, consumer and other laws and
regulations with respect to its (i) provision, use and disclosure of the Data; (ii) dealings with the users providing the
Data; and (iii) use of the Services.
7. INDEMNIFICATION. Merchant will indemnify, defend and hold harmless VeriSign, its officers, directors, agents and
employees, from and against any and all claims, losses, demands, liabilities, damages, costs and expenses (including
reasonable attorneys' fees), either arising out of or relating to (i) the breach of any representation or warranty by
Merchant, (ii) the sale or use of any product or services sold by Merchant, (iii) claims brought or damages suffered by
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any Financial Institution, customer, or prospective customer of Merchant relating to Merchant's or its agents' misuse of
the Services or (iv) the breach of this Agreement or any representation or warranty by Merchant. VeriSign will
indemnify, defend and hold harmless Merchant, its officers, directors, agents and employees, from and against any
damages (including reasonable attorney's fees) arising out of a third party claim that the Software or Services infringe a
United States patent, copyright or trade secret right of a third party. Merchant's sole remedies for a claim of infringement
shall be VeriSign's replacement of the infringing Software or Services, VeriSign's obtaining a license for Merchant's
continued use of the Software or Services, or VeriSign's termination of the affected licenses granted hereunder. The
indemnification obligation set forth in this Section 7 are contingent upon (x) the indemnified party giving prompt written
notice to the indemnifying party of a claim for which the indemnified party is seeking indemnification, (y) the
indemnified party allowing the indemnifying party to control the defense and related settlement negotiations for any such
claim, and (z) the indemnified party fully assisting and cooperating in the defense so long as the indemnifying party pays
the indemnified party's out-of-pocket expenses. The indemnifying party shall not settle a claim without the written
consent of the indemnified party, such consent not to be unreasonably withheld.
8. LIMITATIONS ON LIABILITY. Merchant acknowledges that VeriSign is not a financial or credit reporting
institution. VeriSign is responsible only for providing data transmission to effect certain payment authorizations for
Merchant and is not responsible for the results of any credit inquiry, the operation of web sites of ISPs or Financial
Institutions or the availability or performance of the Internet, or for any damages or costs Merchant suffers or incurs as a
result of any instructions given, actions taken or omissions made by Merchant, Merchant's financial processor(s),
Merchant's Financial Institution or any ISP. IN NO EVENT WILL VERSIGN'S LIABILITY ARISING OUT OF THIS
AGREEMENT EXCEED THE FEES PAID TO VERISIGN BY HEREUNDER DURING THE TWELVE (12)
MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM FOR
DAMAGES. IN NO EVENT WILL VERISIGN OR ITS LICENSORS HAVE ANY LIABILITY TO MERCHANT OR
ANY OTHER PARTY FOR ANY LOST OPPORTUNITY OR PROFITS, COSTS OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE
OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR
THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND WHETHER OR NOT VERISIGN HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS WILL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Notwithstanding
the above, the limitations set forth above shall be enforceable to the maximum extent allowed by applicable law.
9. TERM AND TERMINATION
1. Term. This Agreement will commence on the Effective Date and will continue for a period of one (1) year, unless
terminated earlier or suspended according to the provisions of this Agreement. The Agreement will thereafter
automatically renew for successive twelve (12) month terms, unless either party gives the other party written notice
of its intention not to renew the Agreement at least thirty (30) days prior to the end of the then -current term or
renewal term. For Prepaid Merchants. If Merchant prepaid the Annual Prepaid Services Fee for two (2) years,
then VeriSign shall not charge Merchant additional fees for the same Services for the first renewal term hereof. If
Merchant did not prepay fees for a renewal term, then VeriSign shall bill Merchant its then current fees in
accordance with Section 5.2 above.
2. Termination. Notwithstanding Section 9.1, Merchant may terminate this Agreement upon ten (10) days prior
written notice to VeriSign for any reason or no reason. VeriSign may suspend the performance of the Services (i)
following thirty (30) days prior written notice (including an overdue invoice) if Merchant breaches the terms of the
Agreement (if such breach is not cured within such 30 day period); and (ii) on (1) day written notice if it reasonably
believes Merchant is sending data that corrupts VeriSign's computer systems or Merchant's financial processor or
Financial Institution with which Merchant has a merchant account requires such termination. Additionally, VeriSign
may immediately suspend the Services to Merchant, without prior notice, until VeriSign has received the fees due.
3. Effect of Termination. Upon the expiration or termination of this Agreement for any reason, Merchant's rights to
use the Services, and any other rights granted hereunder shall immediately cease; and each party will be released
from all obligations and liabilities to the other occurring or arising after the date of such termination, except that any
termination of this Agreement will not relieve VeriSign or Merchant from any liability arising prior to the
termination of this Agreement. Notwithstanding the foregoing, the provisions of Sections 4, 7-10, warranty
disclaimers, and Merchant's obligations to pay accrued fees through the effective date of termination will survive
any termination of this Agreement.
10. MISCELLANEOUS TERMS
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a) Force Majeure (Events Beyond the Parties' Control). Neither party will be liable for any failure or delay in
performing any obligation under this Agreement that is due to causes beyond its reasonable control.
b) Entire Agreement and Modification. The terms in this Agreement constitute the entire agreement between
VeriSign and Merchant regarding its subject matter and its terms supercede any (i) prior or simultaneous agreement
or terms, whether written or oral or (ii) subsequent online click through agreements pertaining to the same Services
hereto that Merchant agreed upon to accomplish the purpose of this Agreement. Except as otherwise provided for
herein, any waiver, modification, or amendment of any provision of this Agreement will be effective only if in
writing and signed by the parties herein. Merchant acknowledges and agrees that in the event a purchase order
("PO") contains additional terms, provisions or language ("PO Terms"), those PO Terms shall be null and void and
fail and the terms of the Agreement shall prevail.
c) Severability. In the event that any provision of this Agreement is unenforceable or invalid such unenforceability
or invalidity will not render this Agreement unenforceable or invalid as a whole, and in such event, such provision
will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision
within the limits of applicable law or applicable court decisions.
d) No Assignment. Merchant may not assign this Agreement without the prior written consent of VeriSign.
e) Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the
laws of the State of California without reference to its conflicts of laws principles. The parties acknowledge and
agree that this Agreement is made and performed in Mountain View, California.
f) Export Restrictions. Merchant acknowledges and agrees that it shall not import, export, or re-export directly or
indirectly, any commodity, including Merchant's products incorporating or using any VeriSign products in violation
of the laws and regulations of any applicable jurisdiction.
g)
Notice. Except as otherwise provided for in the Agreement, any notice, demand, or request with respect to this
Agreement shall be in writing and shall be effective on the date received only if it is sent by a courier service that
confirms delivery in writing, or if sent by certified or registered mail, postage prepaid, return receipt requested,
addressed, if to VeriSign, then to Attention: Legal Department at the VeriSign, Inc. corporate headquarters at
487East Middlefield Road, Mountain View, California 94043, and if to Merchant, then to the address provided on
the Registration Pages.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the Effective Date.
VeriSign, Inc.
Legal Department
487 E. Middlefield Road,
M/S MV2-2-1
Mountain View,
California 94043
Merchant's Legal Name:
VILLAGE OF KEY BISCAYNE
Merchant's State of Incorporation or Country of Registration:
STATE OF FLORIDA
Merchant's Principal Place of Business
And Billing Address if Different
Street: 85 W. McIntyre Street
Street:
Suite #:
Suite #:
City, State, Zip: Key Biscayne, FL 33149City,
State, Zip:
Country: USA
Country:
Phone: (305) 365-8904
Phone:
Fax: (305) 365-8936
Fax:
Email:
Email:
By:
Sign Here 4 By: , 4 -
Name:
Name: C. Samuel Kissinger
Title:
Title: Village Manager March
15,
2002
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Date:
Date:
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Exhibit A
1. VeriSign Payment Services Pricing Per Non -Prepaid Account and/or Data Centerl— Standard Direct Pricing (Branding
required)
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X
Payflow
Link
• Credit card (Level 1) and electronic check processing
• Email and web support
Up to 500
$179
$19.95
$0.10
X
PayflowsM
Pro
• Credit card and electronic check processing
• Purchase Card Levels 2 & 3 support (for supported
processors)
• Toll -free telephone support 5am-6pm PST M -F
Up to 1,000
$249
$59.95
X
Payflow sM
Pro
Premium
Support
• Credit card and electronic check processing
• Purchase Card Levels 2 & 3 support (For Supported
Processors)
• Transaction Duplication Prevention
• Toll -free telephone support 24/7
• Access to Automated Clearinghouse Service ("ACH" )4
Up to 1,000
$249
$495
Each physical location where Merchant has integrated the VeriSign client Software into Merchant's servers for commercial use is a separate "Data
Center " Each additional Data Center shall also be set up as an additional account. Merchant shall be billed for the greater of the number of merchant
bank accounts or Data Centers using the Services,
'Full technical support descriptions available on the VeriSign web site.
3 Pursuant to this Exhibit's Section 2 the fee per transaction listed in Exhibit A's table shall determine the Monthly Excess Transaction Fee,
4ACH pricing:
• Direct relationship with VeriSign Payment Service, subsequent qualifying and separate agreement required.
• Not available for Payflow Link or Pro.
• No additional set-up fee.
• $150 monthly fee
• $0.10 per transaction for B2C applications (companies paying/billing individuals)
• $2.00 per return
Merchant Request ACH Service by Initialing Here
2. Monthly Excess Transaction Fee. In addition to the Set Up Fee and Monthly Fee, in the event Merchant processes more
Transactions than listed for the applicable Service set forth in Exhibit A column four (4) in any month ("Excess
Transaction(s)"), Merchant shall be charged an additional monthly transaction fee ("Monthly Excess Transaction Fee") to be
determined by multiplying each Excess Transaction processed in that month by the corresponding Service's transaction fee
listed in column seven (7). The Monthly Excess Transaction Fee shall be invoiced or debited in accordance with the
Agreement Section 5.2 "Payment Terms."
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AUTOMATED CLEARINGHOUSE ("ACH") DEBIT AUTHORIZATION
Merchant Name: VILLAGE OF KEY BISCAYNE
Merchant ID Number: 275-257516888
Merchant hereby authorizes VeriSign Payment Services (formerly Signio and hereinafter "VeriSign"), a
fully -owned subsidiary of VeriSign, Inc., to initiate debit entries to Merchant's checking account indicated
below at the Depository Financial Institution named below ("Depository") and to debit the same to such
account for the purposes agreed to by VeriSign and Merchant in a separate writing.
Depository Name: SunTrust
Branch: Key Biscayne
City: Key Biscayne State:FL Zip: 33149
Routing Number: 066000604
Account Number:
0597014301906
This authorization is to remain in full force and effect until Signio has received written notification from
Merchant of its termination in such time and in such manner as to afford VeriSign and Depository a
reasonable opportunity to act and to retain funds to cover all outstanding fees due to VeriSign. Company
may revoke the authorization in this ACH Debit Authorization only by notifying VeriSign and Depository
in the manner specified above.
ContactName(s): Conchita H. Alvare
(please print)
C Title(s): Village 1
e prmt)
Date:
Merchant must submit along with this Debit Authorization a voided check from the Depository
account set forth above.
olyn P. Greaves
ACHdebitauthform.doc