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Definitions:
When used in this Agreement, the following terms shall have the following meanings as specified below;
where not specifically defined, terms shall have their usual and customary meaning.
- Affiliate: Any partnership, joint venture, corporation, or other enterprise, domestic or foreign, including, but not limited to, parent or subsidiary, that directly or indirectly Controls, is Controlled by, or is under common Control with a Party to this Agreement.
- Area: The geographic location where Ventus can provide Cellular Radio Service (“CRS”) and has the authority to provide CRS.
- Automatic Teller Machine (ATM): An unattended electronic machine used by an account holder of a financial institution to such account holder’s access as defined below financial accounts and perform banking and other financial activity.
- Authorized Contact: An individual who is designated and granted authority to act on behalf of Customer for any and all matters contemplated by this Agreement, including accessing the account, and the ability to purchase equipment, add lines of service, cancel service, and make changes to the account that financially bind the Customer.
- Bit: A bit is an abbreviation for Binary Digit, the smallest unit of information on a machine. A single bit can hold only one of two values: 0 or 1. Byte - A byte is a unit of measurement equal to 8 bits. Kilobyte - A kilobyte is a unit of measure equal to 1,024 bytes. Megabyte – A megabyte is a unit of measure equal to 1,048,576 bytes or 1,024 kilobytes.
- Cellular Radio Service (“CRS”): Any and all service authorized by the FCC under Part 22 of its rules as amended under the cellular orders set forth in “An Inquiry Into the Use of the Bands 825-845 MHz and 870-890 MHz for Cellular Communications Systems and Amendments of Parts 2 and 22 of the Commission’s Rules Relative to Cellular Communications Systems” (CC Docket No. 79-318), 86 F.C.C. 2d 469 (1981), modified as set forth in reconsideration order 89 F.C.C. 2d 58 (1982), and as further modified as set forth in reconsideration order FCC 82-308 (released July 8, 1982) (Cellular Radio Decisions) and such other service as may be authorized by the FCC hereafter under such decisions, all amendments, modifications or supplements to the aforesaid rules or orders from time to time, and any other radio service defined and regulated by the FCC as personal communications services, and all other Commercial Mobile Radio Services as defined by the FCC including, but not limited to Personal Communications Services (“PCS”), PCS utilizing 1900 MHz, and Enhanced Specialized Mobile Radio (ESMR).
- Cellular Radio Circuit (“CRC”): Any single Cellular Radio Service provided by Ventus that operates on or utilizes Cellular Radio Service at any given location.
- Cellular Router Maintenance: The maintenance of the VFN Cellular Router(s), the performance which requires Ventus to use a swap-out method of replacement and to coordinate swap-out replacement methodology with Customer according to service level requirements.
- Control: The power to direct, or cause the direction of, the management and operating policies of the entity for which the determination is being made, through the ownership of voting securities [at least fifty percent (50%) of its voting securities or the maximum allowed by law], contract, voting trust, or otherwise.
- Corrections: Subsequently commercially released versions of the Software, as defined herein, that Ventus, in its sole discretion, has released with its version number designation increased by hundredths, but not tenths or greater (e.g., Versions 1.11, 1.12, and 1.13).
- Customer’s Product: Collectively, the router and integrated Software, Cellular Radio Circuit and Maintenance and Management Services provided by Customer to End-User.
- End-User: A person, entity or group of entities to whom Customer provides services ATM and/or POS Terminal services containing Ventus’ VFN Cellular Router and integrated Software.
- Financial Transaction Routing Services: Network transmission of electronic financial data packets between an Automatic Teller Machine (“ATM”) or Point of Sale Terminal (“POS”) or any terminal or device that performs credit or debit functions and transmits such data packets over or through any Cellular CDMA/GPRS/PCS/GSM network to a remote host, device, switch, router, computer, server or Ethernet interface of a host device or machine.
- Hardware: Collectively, the VFN Cellular Router and all equipment associated, therewith, including, but not limited to, wires, cables, cards and antennae.
- IP Rights: A party’s exclusive ownership rights in copyrights, patents, trade secrets, trademarks and other proprietary rights that are established prior to delivery of services/goods under this Agreement.
- Mobile Units: ATM’s that do not operate 24x7x365 from the same fixed location within the fixed address or geographic point.
- Network Monitoring: Refers to Ventus’ monitoring of each Cellular Radio Circuit for the purpose of notifying Customer of the availability of the CRC for use during the Initial and Renewal Term(s) of this Agreement.
- Point of Sale Terminal: An electronic device used, to transmit consumer/account information electronically in order to facilitate debit, credit or stored value card transactions/sales.
- Services: The provision of cellular radio service equipment and accessories, network monitoring and management services as set forth herein from Ventus to Customer during the Initial and Renewal Term of the Agreement.
- Service Commitment Period: The period of time set forth in an Agreement whereby Customer agrees to operate a VFN Cellular Router and integrated Software on a particular Cellular Radio Circuit.
- Service Order: Each Service Order is a request by the Customer for the provision of a Router with the integrated Software, Cellular Radio Service, and Maintenance and Management Service for the Term of this Agreement. Each Service Order is for one complete package.
- Software: The software and any related documentation together with any released Corrections, Software Suites and Upgrades provided by Ventus and integrated with the VFN Cellular Router.
- Software Suite: Subsequently commercially released versions of the Software that Ventus, in its sole discretion, has released with its version number designation increased left of the decimal point (e.g., Versions 1.1, 2.1, and 3.1).
- VFN Cellular Router (“Router”): A cellular router manufactured and owned by Ventus and available for purchase or lease to Customer that is (also referred to as “Equipment”) used for providing cellular connectivity to a Ventus Collection Center for the purpose of routing Customer’s financial transaction data to a host(s) processor(s).
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