PCI HIPAA | Basic Data Protection Package

Basic Protection Plan
	PCI Compliance Certificate and Web Emblem Validation Mandatory Annual Compliance Certificate (Value = $12.99 Per month)
	$50,000 Data Breach Insurance Full protection in case of breach or investigation (Value = $12.99 per month)
	Self-Assessment Questionnaire (SAQ) Support (Value = $7.95)
	Unlimited PCI Vulnerability Scan Automated, ongoing assessments to maintain continued compliance (Value = $12.99 per month)
	HIPAA Compliant Data Backup (1gigabyte) (Value = $12.99)
	Remove Merchant Account
	GUARANTEED RATE MATCH
	Next Day Deposits on All Credit Card Transactions
	FREE PCI Enabled Credit Card Terminal
	FREE 2010 Accounting Software Upgrade
	FREE Secure Online Viewing

$49.95/month
PLACEMENT AGREEMENT This Placement Agreement (“Agreement”) is made effective as of the date set forth below by and between Compliance Services, Inc. with its principal place of business at 7349 N. Via Paseo Del Sur #515-169, Scottsdale, Arizona 85258 (“CSI”) and the entity and/or individual whose name and address are set forth on this Agreement (“Merchant”). WHEREAS, CSI provides PCI insurance and scanning, data backup and related goods and services (the “Services”) and Merchant wishes CSI to provide the Services to Merchant. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Appointment. (a) Merchant hereby appoints CSI to be the exclusive provider of the Services to Merchant. Merchant agrees to pay for the plan as identified or selected on the application and other documents provided to the Merchant. All increases in the costs charged to CSI will be passed on to Merchant. (b) Merchant is responsible for making sure Merchant complies with the rules and regulations of -Visa, MasterCard, Discover, American Express and all other such associations, as they may exist from time to time, and the rules and regulations of any debit network or federal or state department or agency having jurisdiction over Merchant, including but not limited to the PCI rules (“Rules”). In the event of any inconsistency between any provision of this Agreement and the Rules, the Rules shall govern. Merchant hereby agrees to accept and abide by any amendments and revisions to the Rules. Merchant will comply with all applicable international, national, state, regional and local laws and regulations. CSI shall bear no liability to Merchant for any violation by the Merchant of the Rules or any applicable laws. (c) CSI may provide the Services directly or through third party vendors. In doing so, CSI shall use commercially reasonable efforts to provide the Services and maintain them in an uninterrupted and error-free fashion consistent with its practices in effect as of the date of this Agreement. However, the parties acknowledge that Services are a computer network based service which may be subject to outages, data loss and delay occurrences. In such an event, CSI shall use commercially reasonable efforts to diligently and promptly remedy any and all material interruptions. Nonetheless, CSI will not be liable in any manner for any data losses, interruptions, outages, or other delay occurrences relating to the Services by CSI or its vendors. 2. Additional Storage Capacity. In the event Merchant’s data storage needs exceed the maximum allowable under the plan purchase by Merchant, Merchant Agreements to pay CSI’s then current rates for the additional storage capacity. 3. Independent Contractors. The relationship of CSI and Merchant is that of independent contractors. Neither Merchant nor Merchant's employees, consultants, contractors or agents are agents, employees, partners or joint ventures of CSI, nor do they have any authority to bind CSI by contract or otherwise to any obligation. 4. Term and Termination. The initial term of this Agreement shall be for a period of one (1) years, commencing on the date first set forth on the application. This Agreement shall thereafter be automatically renewed for additional terms of one (1) year each unless either party notifies the other no later than thirty (30) days prior to the end of the current term that it does not wish to renew this Agreement. CSI may cancel this Agreement for any reason, or no reason at all, by providing Merchant with seven (7) days notice. 5. Termination Fee. In the event Merchant terminates the Agreement before the end of the initial term or any renewal term, Merchant shall still have to pay the fees and costs it agreed to pay for the remainder of the initial term of any renewal term. Merchant hereby authorizes CSI to debit any charges due by Merchant under this Agreement or any other agreement between merchant and CSI or its affiliates from any checking, savings, credit card or any other type of account provided by Merchant to CSI. 6. Indemnification. Merchant agrees to indemnify, defend, and hold harmless CSI, its employees, referral partners and agents from and against any loss, liability, damage, penalty or expense (including attorneys' fees, expert witness fees and cost of defense) they may suffer or incur as a result of (i) any failure by Merchant or any employee, agent or affiliate of Merchant to comply with the terms of this Agreement; (ii) any warranty or representation made by Merchant being false or misleading; (iii) any representation or warranty made by Merchant or any employee or agent of Merchant to any third person other than as specifically authorized by this Agreement, (iv) any claims related to the Services, (v) negligence of Merchant or its subcontractors, agents or employees, or (vii) any alleged or actual violations by Merchant or its subcontractors, employees or agents of any governmental laws, regulations or Rules. 7. Disclaimer of All Warranties. THE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. CSI DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, TO MERCHANT AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SERVICE PROVIDER OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF CSI’S OBLIGATIONS. 8. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL CSI’S TOTAL LIABILITY TO MERCHANT OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED ONE THOUSAND DOLLARS ($1,000.00) REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE. 9. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Merchant may not assign this Agreement without the written consent of CSI. CSI may assign this Agreement in its sole discretion without the written consent of Merchant. This Agreement sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. No amendment or modification to this Agreement, nor any waiver of any rights hereunder, shall be effective unless assented to in writing by both parties. 10. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona (irrespective of its choice of law principles). The parties hereby agree that any suit to enforce any provision of this Agreement or arising out of or based upon this Agreement or the business relationship between the parties hereto shall be brought in Arizona. Each party hereby agrees that such courts shall have exclusive personal jurisdiction and venue with respect to such party, and each party hereby submits to the exclusive personal jurisdiction and venue of such courts. In any action arising from the alleged breach of this Agreement, or to enforce this Agreement, the final prevailing party will recover its reasonable attorneys' fees, costs and expenses. 11. The failure of either party to this Agreement to object to or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this Agreement, shall not be construed as a waiver of that conduct or any future breach or subsequent wrongful conduct. If any part, term or provision of this Agreement is declared and determined by any court or arbitrator to be illegal or invalid, such declaration and determination shall not effect the validity of the remaining parts, terms or provisions. The various headings in this Agreement are inserted for convenience only and shall not affect this Agreement or any portion thereof. This Agreement may be executed in two or more counter-parts or by fax, each of which shall be deemed an original, all of which together shall constitute one and the same instrument. All representations, covenants and warranties shall survive the execution of this Agreement, and sections 1, 2, 4, 5, 6, 7, 8, 9, 10 and 11 shall survive termination of this Agreement. Merchant shall pay to CSI and/or its vendors the fees and charges set forth herein for the package identified above and also in the Placement Agreement located at www.pcihipaa.com. All terms herein shall have the same definitions as set forth in the Placement Agreement. The Merchant agrees that Merchant’s bank account will be debited through ACH for such amounts and for any other fees, charges or adjustments incurred by Merchant and associated with Services. Merchant is obligated to pay all taxes and other charges imposed by any government authority on the Services provided under this Agreement. CSI and/or its vendors shall have the right to change fees, with or without notice, including adding fees for additional services utilized by Merchant. By signing this application either physically or electronically, Merchant acknowledges that Merchant has also received the Placement Agreement, either by receiving a physical copy or by viewing the Placement Agreement at www.pcihipaa.com or otherwise viewing an electronic copy. Merchant acknowledges that Merchant has read the Placement Agreement and understands it. Merchant acknowledges that Merchant understand that the Placement Agreement is incorporated into this application and that both documents constitute Merchant’s contract CSI, whether Merchant has viewed the application online or have received a physical copy of the Placement Agreement. Merchant understands and agrees that by viewing the Placement Agreement online, Merchant has acknowledged delivery of the full Placement Agreement with the same force and effect as if Merchant had received a physical copy of the Placement Agreement. I declare under penalty of perjury under the laws of the state of California and under the laws of the state in which my business is located that all of the information contained in this application and Agreement and all attachments thereto are true, correct and complete. I understand that it is my obligation to obtain and retain a current, complete and correct copy of the Placement Agreement, and to periodically view the Placement Agreement at www.pcihipaa.com to be advised of any changes to the Placement Agreement. I also understand that I can obtain a copy of the Placement Agreement directly from CSI, for which I may be charged a fee. By signing below, I represent that the information I have provided on the application is complete and accurate. All corporations and limited liability companies must have their obligations guaranteed by a principal or other creditworthy individual. As a primary inducement to Bank and CSI to enter into this Agreement with Merchant, the undersigned Guarantor(s), by signing this Agreement, jointly and severally, unconditionally and irrevocably, guarantees the continuing full and faithful performance and payment by Merchant of each of its duties and obligations to CSI pursuant to this Agreement, as it now exists or as it may be amended from time to time, whether before or after termination or expiration and whether or not Guarantor has received notice of any amendment. If Merchant breached this Agreement, CSI may proceed directly against Guarantor or any other person or entity responsible for the performance of this Agreement, without first exhausting its remedies against any other person or entity responsible therefore to do it, or any security held by Bank
I have read and agree to the above terms and conditions. This Agreement sets out the terms and conditions under which you may utilize services defined below. Please read this Agreement carefully. It is important that you understand that upon your acceptance of this Agreement, by continuing to use the services and/or by clicking on the "I AGREE" button at the end of this Agreement, it becomes a legally binding contract.
	Voucher Code: