Dear Valued Customer

Gilbarco would like to take this opportunity to notify you that your Passport service support agreement is scheduled to expire within the next  days for one or more of your locations. A detailed site list is included below.

For your convenience, we have provided a secure link to renew your Passport Service Agreement online. In order to provide you with optimum support, this secure link will assist us in maintaining the necessary information to ensure that you do not experience a lapse in this valuable Passport Service coverage. Please review the information included in this notification packet and click on the secure link when you are ready to enroll. This secure link will provide you with the appropriate instructions for executing your Passport Service Agreement.

Going forward, your Passport Service will be automatically renewed upon expiration date at the current service level and at the most current list price. Terms & Conditions of your service agreement are included below for your review and retention.

 

Location List

 

If you have any questions, or need to revise any account information regarding your Passport Service Agreement, please contact your Customer Service Representative -  at phone #:  or email: gvr.gso.ser.ServiceOrder@gilbarco.com.

 

Thank you for your continued interest in Gilbarco Passport Product.

 

 

PASSPORT SERVICE OFFERING (PSO) MASTER AGREEMENT
 
THIS PASSPORT SERVICE OFFERING MASTER AGREEMENT (“Agreement”) is by and between GILBARCO INC., a Delaware corporation, located at 7300 West Friendly Avenue, Greensboro, NC 27410 (“Gilbarco”) and, located at 7300 West Friendly Avenue, Greensboro, NC 27410 ("Gilbarco") and located at, , , ("Customer").
In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 I. Terms: This Agreement shall be effective as of the Effective Date as noted in the signature block below and shall continue for a period of one (1) year (“Initial Term”), unless earlier terminated as provided in the Terms and Conditions. The Initial Term will be automatically extended for successive one (1) year periods (each a “Renewal Term”), unless either party provides written notice of its desire not to renew, no later than thirty (30) days prior to the expiration of the then current term. The Annual Per Site fees listed in Exhibit D will be billed each year of the Initial Term and for any Renewal Terms (collectively, the “Term”).

 II. Entire Agreement and Amendments: This Agreement, together with its Exhibits specifically referenced in this Agreement, constitutes the entire agreement between the parties hereto and supersedes all previous communications, representations, or agreements, either oral or written, between the parties hereto with respect to the subject matter hereof. No agreement or understanding varying or expanding this Agreement will be binding upon either party hereto unless it is in writing and signed by a duly authorized representative thereof. This Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute the same instrument. This Agreement may also be executed and delivered by electronic transmission, and any such counterpart shall be deemed an original.

 III: EXHIBITS:
  1. Description of Services
  2. Agreement Terms and Conditions
  3. Site List of Covered Locations
  4. Billing Information
  5. PSO Change Request Form
      i. E-1: PSO Coverage Change
      ii. E-2: Remove Sites from PSO Coverage
      iii. E-3: Additions to PSO Coverage

 IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed, in duplicate, by its duly authorized representative. The individual executing below on behalf of each party warrants that they are an authorized representative of such party, and has the ability to bind such party to the terms of this Agreement. Neither party is bound by the terms of this Agreement until its authorized representative has executed this Agreement in the signature block provided below.
 
EXHIBIT A: DESCRIPTION OF SERVICES
Each level of Service (as defined below) incorporates the current Passport warranty terms and conditions, which are available upon request. To the extent of any conflict between the warranty terms and the terms below, the terms below shall govern the Services. Gilbarco continuously improves the Passport software quality and routinely releases new revisions of the software. Maintenance releases are typically in the form of Quick Fixes or Service Packs. Gilbarco at frequent intervals enhances the software features based on Major Oil Company (“MOC”) requests, voice of the customer and/or input from user groups.
 
PSO PREMIUMSM coverage entitles Customer to receive on a per site basis:
Gilbarco continuously improves the Passport software quality and routinely releases new revisions of the software. Maintenance releases are typically in the form of patches or bug fixes or service packs. Gilbarco at frequent intervals enhances the software features based on MOC requests, voice of the customer and/or input from user groups.
 
PSO PREMIUMSM coverage provides Customer with the following options for receiving the coverage:
 
  1. Helpdesk:
    1. Customer calls on a PREMIUM contract are routed to a specialist group that can answer the calls quickly and effectively to resolve customer inquiries about Passport.
  2. Remote Service:
    1. If necessary, Gilbarco’s Helpdesk specialist will dial into the Passport system at the Customer’s Site to remotely diagnose and remotely resolve the reported problem.
    2. If Gilbarco’s Helpdesk specialist is unable to resolve the problem, a Gilbarco Authorized Service Contractor (“ASC”) will be dispatched.
  3. Software Upgrades: Customer is eligible to receive certain software updates, select enhancements and/or select feature enhancements – as determined by Gilbarco from time to time, and related documentation through one of the following means. These updates may include applicable PCI PA-DSS, loyalty program and other compliance requirements. Advanced Software Modules may need to be purchased to activate specific features.
    1. Gilbarco will make the software available for ordering by Gilbarco distributors for sites with current coverage at no charge. There may be a nominal charge for third party software license updates such as Windows 7 OS if required when upgrading to a new version. Any hardware required is not included and must be purchased separately. Customers should work directly with ASC’s to install the new software. The customer is responsible to pay the ASC for the installation of the software and hardware.
    2. If the updates and/or enhancements are released in a Service Pack – the Service Pack will be made available as described in Section 4.
  4. Service Packs: Customer is eligible to receive Service Packs and related documentation through one of the following means:
    1. Gilbarco will make the software available electronically or by mailing of a CD and installation instructions to the customer for installation. Customer can choose to self-install or directly work with ASCs to install the new software. If the customer chooses to use an ASC the customer is responsible to pay the ASC for the installation.
    2. Gilbarco will also make the Service Pack available to MOC with the infrastructure to “push” software to Sites under contract.
    3. In addition to the above two options, Gilbarco, at its own discretion, may elect to deliver Service Packs using the dedicated phone line at the site and install them remotely.
  5. Extended Warranty: Customer on a PREMIUM contract will receive extended warranty for the Passport hardware and peripherals shown in Section 6 below.
    1. Gilbarco will attempt to resolve reported problems remotely to reduce site downtime
    2. When necessary, Gilbarco will send an ASC at no-charge for on-site repair.
    3. Does not extend coverage for consumables such as printer Toners, cartridges, paper etc. nor does it extend coverage for software upgrades or service packs.
    4. See MDE-4101 for warranty information and terms which are incorporated herein and control the terms and conditions of PSO PREMIUMSM coverage unless otherwise stated above
  6. Hardware Included Under PSO Premium Coverage (Following items are covered only if purchased from Gilbarco):
    1. Combination Server and Client (Combo), Cashier Workstation, Dedicated Server
    2. Touchscreen Monitor & LCD Monitor
    3. Enhanced Dispenser Hub
    4. Firewall Router
    5. Customer Display
    6. Cash Drawer
    7. Okidata Report Printer
    8. Epson Receipt Printer
    9. USB Converter
    10. QWERTY Keyboard and Mouse
    11. Pin Pad
    12. Bar Code Scanner
    13. Modem
    14. Distribution Box
    15. Mat Reader
    16. Uninterruptible Power Supply (“UPS”)
  7. Hardware Excluded from PSO Premium Coverage
    1. PSO Premium coverage is no longer available for older hardware platforms for which the hardware is no longer supported (including PA0324PS41, PA0324PS42, PA0324PS50, PA0324PS51, PA0324PC41, PA0324PC42, PA0324PC51).
    2. PSO Premium coverage is not available in Canada.

  PSO PLUS SM coverage entitles Customer to receive on a per site basis:
 
  1. Helpdesk to answer customer questions 24/7/365 about Passport;
  2. Remote service for remote diagnostics and fixes;
  3. Software Application Upgrades for feature enhancements; and
  4. Passport service packs
Gilbarco continuously improves the Passport software quality and routinely releases new revisions of the software. Maintenance releases are typically in the form of patches or bug fixes or service packs. Gilbarco at frequent intervals enhances the software features based on MOC requests, voice of the customer and/or input from user groups.
PSO PLUS coverage provides customers:
  1. Helpdesk:
    1. Customer calls on a PLUS contract are routed to a specialist group that can answer calls quickly and effectively to resolve customer issues about Passport.
  2. Remote Service:
    1. When necessary, Gilbarco Helpdesk specialists will dial into the Passport system at the customer’s site to remotely diagnose and remotely resolve the reported problem.
    2. If Helpdesk specialist is unable to fix the issue, a number for a Gilbarco Authorized Service Contractor (ASC) will be provided for the customer to contact.
  3. Software Application Upgrades: Customer is eligible to receive certain software updates, select enhancements and/or select feature enhancements – as determined by Gilbarco from time to time, and related documentation through one of the following means. These updates may include applicable PCI PA-DSS, loyalty program and other compliance requirements. Advanced Software Modules may need to be purchased to activate specific features
    1. Gilbarco will make the software available for ordering by Gilbarco distributors for sites with current coverage at no charge. There may be a nominal charge for third party software license updates such as Windows 7 OS if required when upgrading to a new version. Any hardware required is not included and must be purchased separately. Customers should work directly with ASC’s to install the new software. The customer is responsible to pay the ASC for the installation of the software and hardware.
    2. If the updates and/or enhancements are released in a Service Pack – the Service Pack will be made available as described in Section 4.
  4. Service Packs: Customer is eligible to receive Service Packs and related documentation through one of the following means:
    1. Gilbarco will make the software available electronically or by mailing of a CD and installation instructions to the customer for installation. Customer can choose to self-install or directly work with ASCs to install the new software. If the customer chooses to use an ASC the customer is responsible to pay the ASC for the installation.
    2. Gilbarco will also make the Service Pack available to MOC with the infrastructure to “push” software to Sites under contract.
    3. In addition to the above two options, Gilbarco, at its own discretion, may elect to deliver Service Packs using the dedicated phone line at the site and install them remotely.

  PSO BASICSM coverage entitles Customer to receive on a per site basis:
  1. Helpdesk that answers customers' questions 24/7/365 about Passport;
  2. Software Application Upgrades for feature enhancements; and
  3. Passport service packs
Gilbarco continuously improves the Passport software quality and routinely releases new revisions of the software. Maintenance releases are typically in the form of Service Packs. Gilbarco, at frequent intervals, enhances the software features based on MOC requests, voice of the customer and/or input from user groups.
PSO BASICSM coverage provides customers with the following options for receiving the coverage.
  1. Helpdesk:
    1. Customer calls on BASIC contract are routed to a specialist group that can answer the calls quickly and effectively to resolve customer inquiries about Passport.
    2. If Helpdesk specialist is unable to resolve the issue, a number for a Gilbarco Authorized Service Contractor will be provided for the customer to contact.
  2. Software Application Upgrades: Customer is eligible to receive certain software updates, select enhancements and/or select feature enhancements – as determined by Gilbarco from time to time, and related documentation through one of the following means. These updates may include applicable PCI PA-DSS, loyalty program and other compliance requirements. Advanced Software Modules may need to be purchased to activate specific features.
    1. Gilbarco will make the software available for ordering by Gilbarco distributors for sites with current coverage at no charge. There may be a nominal charge for third party software license updates such as Windows 7 OS if required when upgrading to a new version. Any hardware required is not included and must be purchased separately. Customers should work directly with ASC’s to install the new software. The customer is responsible to pay the ASC for the installation of the software and hardware.
    2. If the updates and/or enhancements are released in a Service Pack – the Service Pack will be made available as described in Section 4.
  3. Service Packs: Customer is eligible to receive Service Packs and related documentation through one of the following means:
    1. Gilbarco will make the software available electronically or by mailing of a CD and installation instructions to the customer for installation. Customer can choose to self-install or directly work with ASCs to install the new software. If the customer chooses to use an ASC the customer is responsible to pay the ASC for the installation.
    2. Gilbarco will also make the Service Pack available to MOC with the infrastructure to “push” software to Sites under contract.
Passport software versions prior to v8.02 are no longer supported. Customers who are operating with versions prior to v8.02 should upgrade to the currently supported versions. Customers with active PSO coverage are eligible for software upgrades as noted above. All Customers that require upgrades to third (3rd) party software such as operating systems (Windows XP®, Windows7®, Server 2008®, et al), databases, firmware or software including, but not limited to CRIND® BIOS, dispenser firmware, Veeder-Root and Red Jacket firmware and upgrades to Back Office systems will be able to purchase the latest version software licenses for a specific fee. Similarly, Customer are responsible for upgrades to hardware such as routers, RAM and PC hardware (for example, Customer with Dell hardware) that needs to be upgraded to run the latest version software. Please contact your local Gilbarco distributor or ASC for individual prices. Customers need to directly work with ASCs to install the new software and hardware and are responsible for all applicable installation fees.
 
PSO coverage contract is only valid on the brand of Passport that it is originally purchased for. If the customer re-brands the store or moves the Passport from one-brand store to another brand store, customer is required to purchase a new service maintenance contract along with a new Passport software license. If the location leaves the current NEW CUSTOMER network, the pricing structure is not valid on the new brand.
 
Customer with lapsed contracts will have the option to renew their PSO contract by first paying a reactivation fee of Ninety-Five Dollars (US $95) per month for each month lapsed. Customer must then purchase a minimum one (1) year PSO contract.
 

 
  EXHIBIT B: Agreement Terms and Conditions
 
  1. Customer is solely responsible for designating changes to contact information and other information necessary to perform the services of this Agreement.
  2. Each billing cycle, Customer shall pay fees for Services, provided in the prior billing cycle for all sites designated by Gilbarco as being active, via one single invoice for all of the Customer’s site locations (Exhibit C). Service fees and any other fees are due net thirty (30) days from the date of invoice. Customer is responsible for all taxes on the Services and all communication interface fees. If any invoice is more than thirty (30) days past due, Gilbarco may, at is option, discontinue the Services until the account is made current or, terminate the Agreement or the Site(s) and seek full recovery for the outstanding fees and costs due under the Agreement.
  3. Customer and Gilbarco will agree to the initial list of all locations (Exhibit C) that are to be covered under this Agreement. Gilbarco will, at Customer’s request, provide Customer with a list of all sites covered and billed for under the Agreement. Any modifications to the original site list, such as: site closing, relocation of Passport equipment, site divestment, must be provided by customer via a signed “Request Form to Remove Sites from PSO Coverage List” (Exhibit E-2). Any such changes may be subject to termination terms in Section 6 below. Any additions to the original site list must be provided by the customer via a signed “Request Form – Additions to PSO Coverage List” (Exhibit E-3) Any such changes may be subject to termination terms in Section 6 below.
  4. At the beginning of the Agreement term, using the initial list, all locations will be synced to a common renewal date.
  5. Participating locations have the option to upgrade their PSO Service Level. Upgrades from BASIC to PLUS can be made at any time during the current term. Locations will be charged the pro-rated difference in price between BASIC and PLUS. Upgrades to PREMIUM can only be effected at the time of contract renewal and the service level cannot be changed for the duration of that term (twelve (12) months). There will be a fee of Twenty-Five Dollars (US $25) per site for making such change and Customer would need to request this change through the “Request Form – Change PSO Service Level” ( Exhibit E-1).
  6. If this Agreement is terminated by Customer prior to the end of the Term or Renewal Term(s), other than for default, Customer shall make a payment as liquidated damages (but not penalty) equal to the remaining amount of the Fees left to be paid during Term or Renewal Term(s) for the sites terminated.
  7. If Customer is the subject of any bankruptcy, insolvency, or similar proceeding, Gilbarco may immediately terminate the Agreement and declare unpaid fees due and to become immediately payable, together with all interest and costs due thereon.
  8. Gilbarco and Customer shall indemnify, defend, and hold harmless each of their respective affiliates, agents, and employees from and against any and all losses, claims, demands, liabilities, fines, penalties, assessments, suits, or actions for injuries to or death of any person, or for loss of, or damage to, the property of any person or persons caused by or resulting from the negligent acts or omissions (including liability imposed by statutes, rules, or regulations) of Gilbarco or Customer, or their respective subcontractors, vendors, agents, officers, or employees.
  9. GILBARCO WILL NOT BE LIABLE FOR CLAIMS OR DAMAGES CAUSED BY CUSTOMER’S FAILURE TO FULFILL ITS OBLIGATIONS SET FORTH HEREIN. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, GILBARCO SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR: (A) ANY CLAIMS OR CAUSES OF ACTION ARISING OUT OF, OR IN CONNECTION WITH ANY ARRANGEMENT BETWEEN CUSTOMER AND ANY THIRD PARTY INCLUDING, ANY MATERIAL OR SERVICES PROVIDED BY A THIRD PARTY; (B) FAILURE OR DELAY OF RESPONSE TO A NOTIFICATION BY GILBARCO OF A CONDITION, FAILURE OR DELAY OF A DELIVERY TO CUSTOMER; (C) OBTAINING OR MAINTAINING COMPLIANCE PERMITS, OTHER GOVERNMENTAL REGULATIONS, OR TAXES, FINES OR OTHER GOVERNMENTAL LEVIES AGAINST CUSTOMER; (D) INTERRUPTION OF USE, LOSS OR CORRUPTION OF SOFTWARE OR DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, OR SERVICES. UNDER NO CIRCUMSTANCES WILL GILBARCO BE LIABLE) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR REVENUE, EVEN IF GILBARCO IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. GILBARCO’S MAXIMUM LIABILITY, REGARDLESS OF THEORY, SHALL NOT EXCEED THE AGGREGATE OF FEES PAID TO GILBARCO UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE.
  10. Neither party shall be responsible for any failure to perform due to circumstances or causes beyond a party’s control. The Services shall be resumed as soon as reasonably possible after abatement thereof, and the party required to perform shall have a reasonable additional period of time to perform.
  11. Gilbarco is the author and owner of all Services and other creative materials or software developed pursuant hereto. At times, Customer and Gilbarco may receive from the other party certain information marked confidential and proprietary. Both parties agree to treat such information as confidential and agree not to use or disclose such confidential information without consent except as may be required by law. Gilbarco has the right to use and transfer any data collected pursuant to this Agreement, but shall transfer data only in a form that does not identify Customer. Either party may use or disclose the confidential information of the other party (i) as required for the Services, but only to employees who are bound by written confidentiality agreements no less stringent than this Section 10, and (ii) as required by a court order or other legal process. The obligations under this Section 10 shall survive the termination of this Agreement by seven (7) years. If Customer and Gilbarco have executed a separate confidentiality agreement that might also cover the Confidential Information (“NDA”), this Agreement will not change or abrogate any of the terms of that NDA and such separate NDA shall not change or abrogate any of the terms of this Agreement, even though both agreements may apply to the same information. In the event that, notwithstanding the foregoing, one party (“Recipient”) shall be compelled by the Information Laws to disclose any Confidential Information of the other party (“Discloser”), Recipient shall, and shall cause its Representatives (as defined below) to, furnish only that portion of the Confidential Information that is so legally required. “Information Laws” means the Freedom of Information Act of 1966 and the regulations promulgated thereunder, the Electronic Freedom of Information Act of 1996, including without limitation such state's open records/public of information act as set forth in such state statutes, laws, codes, and the regulations promulgated thereunder, and any similar applicable federal or state law, order, decree, rule, or regulation (each as in effect from time to time). Nothing herein shall restrict any disclosure of a party’s information that: (A) is or becomes publicly available through no fault of the other party; (B) is independently developed by the other party; or (C) is received by the other party from a third party without obligations of confidentiality. “Representatives” shall mean the officers, employees, directors, attorneys, consultants and other agents and advisors of the Recipient. Recipient shall take all reasonably necessary measures to restrain its Representatives from making any unauthorized disclosure or use of Confidential Information. Recipient further agrees that it will be liable for the breach of this Agreement by any of its Representatives.
  12. This Agreement shall be governed by North Carolina laws (but not its conflict laws). Customer specifically and irrevocably agrees to the jurisdiction of the courts located in North Carolina. Customer consents to service of summons, notice or other process relating to any action or proceeding by delivery thereof by hand or by mail in the manner provided for herein.
  13. Gilbarco may be called upon to perform activities outside of the contracted scope of work. In this case, Gilbarco will submit a scope of work document to the customer and if approved by customer, bill according to an agreed upon fee schedule. The fee schedule will be based on the Gilbarco personnel required to complete the work.