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Res No 248-10-13282RESOLUTION NO. 248-10-13282 A Resolution of the Mayor and City Commission of the City of South Miami, Florida, authorizing the City Manager to execute an agreement with Paymentech to provide credit card payment processing services for the multi -space parking stations; and providing an effective date. WHEREAS, the City of South Miami wishes to provide the parking public with the finest credit card payment processing services available; and WHEREAS, the City is currently implementing thirty -eight (38) multi -space parking stations replacing approximately three hundred thirty (330) single spaced meters; and WHEREAS, this system will offer the general public a total system approach which offers speed, security, flexibility and reliability, all designed around the specific needs of those who conduct business within the City of South Miami. NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA; Section 1. The City Manager is authorized to execute an agreement with Paymentech to provide credit card payment processing services for the multi -space parking stations. Section 3. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 23 day of November 2010. ATTEST: `enY CLERK READ AND APPROVED AS TO FORM AND SUFFICIENCY: CITY ATTORNEY Page 1 of 1 APPROVED A- TUNTO COMMISSION VOTE: 4 -0 Mayor Stoddard: Yea Vice Mayor Newman: absent Commissioner Palmer: Yea Commissioner Beasley: Yea Commissioner Harris: Yea Additions shown by underlinine and deletions shown by everst"alaf. To: Via: From: CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER- OFFICE MEMORANDUM The Honorable Mayor & Members of the City Commission Hector Mirabile, PhD, City Manager Alfredo Riverol, CPA, Cr.FA, Chief Financial Officer Date: November. 22, 2010 Agenda Item .3k�1sAl0* 'IR F U41 A Resolution of the Mayor and City Commission of the City of South Miami, Florida, authorizing the City Manager to execute an agreement with Paymentech Subject: to provide credit card payment processing services for the multi -space parking stations; and providing an effective date. The City of South Miami wishes to provide the parking public with the finest credit card payment processing services available. The City is currently implementing thirty -eight (38) multi -space parking stations replacing approximately three hundred thirty (330) single spaced meters. This system will offer the general public a total system approach which offers speed, security, Background: flexibility and reliability, all designed around the specific needs of those who conduct business within the City of South Miami. Furthermore, Paymentech are proactive in delivering the most comprehensive initial training, topic specific seminars and ongoing personal customer service. Unparallel quality service, expert consultation and customer commitment are just a few of the benefits they have to offer the City of South Miami. Backup . Comparable credit card processing quotes. Documentation: LUKEIShelby — _ installation Preparation Detail In Canada: ® Option 1: Moneris — Contact them at 1- 866- MONERIS and request the set up an e- Select Account: You may also set up this account through your bank. • Option 2: Paymentech — For Canadian accounts, please contact Harry Cho at (604) 872- 0303. In the US: US processors supported by DPT and the contact information below are as follows: • First Data EFSnet — Existing Merchants and Vendors that continue to process transactions targeted to the EFSnet platform, or those set up with a BuyPass account, please contact Mike Gilmore with First Data Independent Sales to assist you with your account setup. Phone: (253) 514 -8232 Fax: (888) 338 -7545 Email: gilmorelaUd is¢igharbor.com • First Data Merchant Services (FDMS) — Nashville Platform — Please contact Mike Gilmore with First Data Independent Sales if your account settles on a DataWire account Phone: (253) 514 -8232 Fax: (888) 338 -7545 Email: 7jlmore0,fdisgigharbor.com • Paymentech — (207) 467 -8017 john Larkin (Please request an account using "NetConnece) • First Horizon — for existing clients who have pay stations already working on the FHMS platform - (866) 638.8614 (from US only) or (954) 776 -7990 Kimberly Layton (For more information on First Horizon, please access the First Horizon Corporate Brochure on the Digital Customer Documentation FTP Site under Credit Card Processors). • Payment Processing Inc. (PPQ — HdST` F Wuynh (800) 774-6462x4951 • Alliance Data Systems(ADS) —Greg Hall (423) 952 -7302 (For ADS set up, please request an account with a Digital Payment Technologies 8583 / Datawire Solution ". You also need to ensure that ADS dearly understands that this is a Digital Payment Technologies 8583 Setup with Datawire (and not NAM). Also, please inform ADS that the account needs to be in "daily batch auto - close' mode. Your ADS account representative can assist you if you have any questions on these settings). • Heartland Payments — Michelle Whalen (941) 745 -9763 — As with ADS you need to ensure that this is a Digital Payment Technologies 8583 Setup with Datawire. • Authorize.net —The Authorize.Net Payment Gateway is a secure Internet bridge between merchant businesses and the credit card and electronic check payment processing networks. They provide routing of payment information to the following credit card processors. • Chase Paymentech Solutions - Tampa Processing Platform • First Data Merchant Services (FDMS) - Omaha, Nashville and EPSNet • Global Payments - East Processing Platform • Elavon (formerly Nova Information Systems) • Pay By Touch Payment Solutions • RBS Lynk Digit.�C >: Payment Technologiess;% , „ 51 '`'3 Pavmentech A Proposal Prepared Expressly For: City of South Miami Alfredo Riverol November 19, 2090 Prepared By: John Larkin Business Development Tel: (207) 467 -8017 Fax: (207) 467 -8025 iohn IarkinCcDChasePaymentech.com City of South Miami Chase Paymentech ConfidentiaWroprietary Information, Page 1 of 7 November 19, 2010 Alfredo Riverol City of South Miami Mr. Riverol, Thanks for taking time to speak with me regarding your credit card processing needs. We are pleased to submit the attached payment processing proposal for your review, which include the most recent changes in prices by VISA/MasterCard. Chase Paymentech's customized processing solutions will deliver a comprehensive, robust and clearly supportive bankcard processing program to meet both your present and future growth projections. We have based our proposal on annual Visa and MasterCard credit volume of $800,000 with an average ticket of $3.00. I've included our discount pricing on page six. We have developed market driven, innovative credit card payment products since 1985, and remain committed to our industry for the future. We are confident that your review and analysis of our core competencies will clearly identify our value. Our processing enhancements such as online reporting, chargeback management, and premium customer service will enhance City of South Miami's bottom line. We are consistently selected by industry leaders due to our outstanding technology, solutions - oriented approach to the business, and the unmatched expertise and commitment of our staff to serving the customer. Some of the merchants that have decided to move their business to Chase Paymentech include Lowes, Stop & Shop, Sony, Target, Ticketmaster, and Outback Steakhouses. Our track record as the industry leader will offer City of South Miami the very best service and products at the most competitive price. Our experience and individually oriented approach will combine to offer your company an alternative to your current processor. I look forward to discussing our proposal in greater detail. In the meantime, please call me with any questions. Thanks again for your consideration. Sincerely, John Larkin Chase Paymentech Business Development 207 -467 -8017 City of South Miami Chase Paymentach Confidential/Proprietary Information, Page 2 of 7 j s nj~roductlom� �� £Y` A ST F (Yi.mrC4 ` F� £4 }i fit f; )(� l 1 1 j Zr1 i Chase Paymentech, headquartered in Dallas, Texas, with offices in New York City, Boston, Delaware, New Orleans, Austin, Louisville, Salem, New Hampshre and Portland, Oregon is dedicated to providing a broad range of customized and integrated financial services from authorization at the point of sale to Electronic Data Capture (EDC), Debit Card, Private Label Card, Gift Card, Settlement, Automated Funds Transfer and Financial Management Reporting. Chase Paymentech, a subsidiary of JPMorgan Chase (JPMC), is a global leader in payment processing and merchant acquiring, capable of authorizing transactions in more than 130 currencies. The company's proprietary platforms provide access to a wide variety of payment methods, such as credit cards, debit cards, prepaid stored value cards and electronic check processing. In 2009, Chase Paymentech processed more than 5.9 billion transactions with a value exceeding $275 billion, including an estimated half of global Internet transactions. The company also provides a full set of solutions aimed at accelerating cash flow and managing transaction data. On the Internet or at the point of sale, Chase Paymentech's unique combination of outstanding service, innovative solutions and financial strength offers solid benefits to companies both large and small. More information can be found at www.chasepaymentech.com. Our goal is to provide City of South Miami with the finest payment processing services available at a highly competitive rate. To meet this objective, we have developed a total system approach which offers speed, security, flexibility and reliability, all designed around the specific needs of those who conduct business primarily in the retail and card - absent industry. Experience The experience we have gained since 1985 has allowed us to remain ahead of the competition. Our leadership position in both product and service offerings, as well as overall volume processed, will directly benefit City of South Miami in meeting its goals and objectives. Innovation We have an overriding commitment to provide a single integrated answer to card processing needs. This commitment can be seen in the cutting -edge products and technology we employ, including industry specific software, nationwide and proprietary networks, on -line access to transaction files, support documentation, access to a variety of processing environments, and a 24 -hour toll -free customer support system. We offer a wide variety of processing capabilities that can assist City of South Miami in managing current business needs as well as providing support for future business development. Because we offer products from several internal and external sources, we are able to find the best processing solution for your unique needs at the lowest possible cost. By acting as an integrator of systems, we continuously provide enhancements as technology changes and new business needs arise. City of South Miami Chase Paymentech Confidential/Proprietary Information, Page 3 of 7 Technology Our commitment to the credit card processing industry is clearly reflected by our continued investment in new technology, which is necessary to deliver the most value for our merchants. This is demonstrated by a major part of our operating budget being designated to our Systems and Development Department. Commitment It is one of our overriding goals to be an advocate for the issues that merchants face each and every day. Our participation on numerous Visa and MasterCard Boards and Committees is your assurance that your concerns and issues are being clearly communicated and understood by the Associations. Also, when decisions are made that directly affect City of South Miami; we try to minimize the impact to your operating environment by making the necessary changes to our systems so you don't have to. Through our proactive and industry specific innovations, we have led the market with practical solutions. A prime example was Visa's interchange qualification standard that was launched in 1995. We designed and implemented technology to provide full Custom Payment Services (CPS) qualification capabilities for our merchants. in order for our merchants to qualify at the lowest interchange rate, only the zip code was required from the merchant for key - entered transactions. All other requirements were coded by Chase Paymentech, thus saving our merchants significant time and money. Non -Chase Paymentech merchants were forced to make major system changes to meet Visa's requirements. The entire CPS management process is performed by us without any degradation in our service time levels. Operations Chase Paymentech offers the latest technologies to ensure high quality and timely processing of City of South Miami transactions. Our new facilities in Tampa, Florida and Salem, New Hampshire are impressive from a security, efficiency and technological perspective. We welcome the opportunity for you to tour our facility. This Will allow City of South Miami to see first hand how our latest technologies will benefit your operations. Flexibility We are dedicated to working with City of South Miami current processing methods and migrate with you as you continue to grow. We fully support most terminals and check guarantee companies to allow for a seamless implementation. You can count on us to be there when due diligence is required and needed to insure a smooth transition. City of South Miami Chase Paymentech Confidential/Proprietary Information, Page 4 of 7 Customer Service Our customer service is a cornerstone to our success. We are proactive in delivering the most comprehensive initial training, topic specific seminars and ongoing personal customer service. Unparalleled quality service, expert consultation and customer commitment are just a few of our unique benefits. The People of Chase Paymentech Chase Paymentech invests significant resources to ensure all of our employees are well trained and capable of providing world class service. Our training philosophy includes an initial one week training course, product training, systems training, desktop computer training and ongoing management and product training. Our product group offers product update meetings and refresher courses throughout the year. We continually recognize our employees for their contributions to our team and ultimately your success. Conclusion Chase Paymentech is committed to delivering the most reliable, cost efficient service to City of South Miami. We are a technology -based company that is capable of processing your current and future volume expectations. We will continue to be an advocate for the retail processing industry by representing the issues and concerns of our merchants. It should be noted that our investment is not just limited to new technology, but to the people of Chase Paymentech. They are the link to our customers and our ultimate success. City of South Miami Chase Paymentech Confidential/Proprietary Information, Page 5 of 7 a F ; Visa & MasterCard & Discover miscount Rates: Interchange + Access Fees +Association Fees + $.04 per transaction Services Include: • ACH transfer of Visa, MasterCard, and Discover deposits to your designated bank account(s) • Transfer of non- bankcard deposits to the appropriate card companies • Permanently assigned Sales Support Representative • Consolidated monthly merchant statement Other Fees: Implementation Fee (normally $100 per location): Annual Administrative Fee: Monthly Statement Fee: NetConnect Setup Fee Monthly Service Fee: Voice Authorization: Chargeback Fee: NO CHARGE NO CHARGE NO CHARGE $30.00 $7.50 per location $0.65 per item $10.00 per item City of South Miami Chase Paymentech Confidential /Proprietary Information, Page 6 of 7 Summary Chase Paymentech is the premier provider of payment processing to the card - absent industry. Merchants select us due to our leadership position that has been achieved by delivering market driven products and solutions. Some of these innovations allow us to maintain the lowest chargeback rates in the industry (per Visa statistics), along with having the highest percentage of transactions that qualify for the lowest interchange rate (per Visa statistics). These are the fundamental reasons why merchants initially choose Chase Paymentech and remain with Chase Paymentech. This is all accomplished by being an advocate of the industry as a whole. We gather input from our industry contacts and merchants to ensure that their concerns are being communicated to the decision makers that shape our industry. This devotion to our niche market has allowed us to become and maintain our leadership position in this highly competitive marketplace. It is our goal to maintain our leadership role by continuing to introduce innovative products to our core service, executing superior customer service, and offering competitive market value pricing. Why Chase Paymentech • Expertise in the Electronic Payment Industry • Innovative Products • Industry Specific Solutions • Customized Technology • Partnership with the Industry Leader • Strategic Alliances with Industry Vendors • Superior Implementation and Support Services • Comprehensive Processing Solutions • Proactive Account Management Technological Benefits • Fault- tolerant Stratus Systems • Easy integration with Digital Payment Solutions • Latest Computer Technology • Multiple Authorization Links • Relational Database Management • Customization and Flexibility • Throughput Capacity • 24 Hour Monitoring Protection • Complete Redundancy Through Two Data Centers Financial Benefits • Competitive Rates • Chargeback Management Results • Reduced Operating Expenses Through Processing Efficiencies City of South Miami Chase Paymentech Confidential/Proprietary information, Page 7 of 7 City of South Miami COLUMN A + COLUMN B 8Y IHBb9tl"i CPS/Retail CREDif 011100% 1.54% + $0.10 CPS /Retail DEBIT 0.2100% 0.95% + $0.20 CPS/Small Ticket CREDIT (<$15) 0.1100% 1.65% + $0.04 CPS /Small Ticket DEBIT (<$15) 0.I10001. 1.55% + $0.04 CPS /Retail Key -Entry CREDIT 0,1100% 1.80% + $0.10 CPS /Retail Key -Entry DEBIT 0.11000/0 1.60% + $0.15 EIRF CREDIT 0.1100% 2.30% + $0.10 EIRF DEBIT_ 0.1100% 1.75% + $0.20 Standard Paper CREDIT 0.1100% 2.70% + . $0.10 Standard Paper DEBIT 0.1100% 1.90% + $0.25 VISA REWARD & SIGNATURE RATES: CPS Rewards 1 0.!100% 2.65% + $0.10 CPS Rewards 2 011100% 1,95% + $0.10 Signature Preferred Retail (Non T&E /B2B) 0.1100% 2.10% + $0.10 Signature Preferred Standard (Nan T &E and T&E) 0.11000/. 195% + $0.10 VISA COMMERCIAL CARD RATES: Commercial Product Level III (Non T &E) 0.1100% 1.80% + $0.10 Commercial Product Level II Corporate (Non T &E) 0.110091. 105% + $0.10 Commercial Card Retail Business (Non T &E) 0.1100% 2.200/b Commercial Card Electronic Business 0.1100% 2.40% + $0.10 Commerclal Card Standard 0.1100% 2.95% ty .. by . �... i .Y' Y W Q dM�4`C "fin. Merit III CREDIT (Core) 0.1100% 1.58% + $0.10 Merit III CREDIT (Enhanced) 0.1100% 1.73% + $0.10 _ World Merit 1I1 0.1100% 1.73% + $0.10 Merit III DEBIT 0.1100% 1.05% + $0.15 Small Ticket DEBIT ( <$15) 0.1100% 1.55% + $0.04 Convenience Purchases CREDIT (Core) 0.1100% 1.90 °k + $0.00 Convenience Purchases CREDIT (Enhanced) 0,1100% 1.90% + $0.00 World Convenience Purchases 0.1100% 2.00% + $0.00 Key - Entered CREDIT (Core) 0.1100% 1.89% + $0.10 Key - Entered CREDIT (Enhanced) 0.1100% 2.04% + $0.20 World Key- Entered O. I I 0000% _ 0.1100% 2.05% + $0.10 Key- Entered DEBIT 1.64% + $0.26 Standard CREDIT (Core) 0.1100% 2.95% + $0.10 Standard CREDIT (Enhanced) 0.1100% 2.95% + $0.10 World Standard 0.1100% _ 2.95% + $0.10 Standard DEBIT 0.1100% 1.90% + $0.251 0.0000% 0.00% o $0.00 MC COMMERCIAL RATES: Commercial Face -to -Face (Non -T &E) CORPORATE 0.1100% 2.15% + $0.10 Commercial Data Rate III (Non-T &E) CORPORATE 0.11000/0 1.80% + $0.10 Commercial Data Rate li (Non-T &E) CORPORATE 0.1100% 2.15% + $0.20 Commercial Data Rate I (Non -T&E) CORPORATE 0.1100% 2,65% + $0.10 Commercial Standard CORPORATE / BUSINESS 0,110D °/n 2.95% + $0.10 0.0000% 0.00 %_ o $0.00 _ MC INTERNATIONAL RATES: International Electronic (A10 $0.00 International Standard (All) 0.1100% 2.15% + $0.00 International Corporate 0.1100 °h 2.55% + $0.00 FOR AVG TICKET: The hirormalion provh*dherein is forthe express purpose ofevaGmting the procussoYSCapabilities as a potential supplier aodis intendedsolelyforthe wo in wick an evaluation. Tide informa @on not to be duplicated published orolhenvise disc%sed in any form or manner, in whole or in Par{ to wry outside pony. � }�3iPPE` CHASE 5as Pa@frdT�@9Yec94" CHA EO.. ;a.yra `?e5''T 6j; November 19, 2010 Alfredo Riverol City of South Miami 6130 Sunset Drive South Miami, FL 33143 Mr.. Riverol: Chase Paymentech waives the $350 Early Termination Fee for the length of the merchant processing agreement between Chase Paymentech and City of South Miami, otherwise known as Merchant in the agreement. This waiver includes all DBAs and locations. FU, ohnkin Business Development Chase Paymentech Solutions 207 - 467 -8017 www.chasepaymentech.com Heartland Payment Systems regarding use of,this proposal sat forth in the prior ,paragraph. does pot ip anyway bind HeaNtand Payment i i Systems, Its offipates otthe recipient to any obligations or impose Ilabiidy upon Heartland Payment Systems for any cosgs or expenses Incurred bytbe recipient. Heartland Ctte�ll PAYMENT SYSTEMS' the Highest sloudards I the Most Trusted TmnsooHOns This proposal and all terms, pricing, events and timing would be subject to due diligence by Heartland Payment Systems. Heartland Payment Systems reserves the right to ader any or all terms, pricing, events and timing contemplated herein. © 2010 Heartland Payment Systems Confidential and Proprietary City of • uth Miami — Credit Card Processin a ` osa s@;?,fi4;lp6c �.f'ix.eati.;2.. .aunmdo" u. mm5rcc 'mfi`if�apls4-.%d.g?:bsa. I .J.b &ito.s- % »ito §r.1tW,'ak.ei.R G'E sai7 dv?lo im<.i�.�aa'..S HeartlandOverview ................................................ ............................... 3 Customer Service Support ............................................................ ..............................3 HeartlandPayments Processing ........................... ............................... 5 HPS Exchange: Authorization and Draft Capture .......................... ..............................5 PaymentTypes ............:................................................................ ..............................5 Passport: Clearing and Settlement Services ................................. ..............................6 Funding........................................................................................ ..............................6 Chargebacks and Adjustments.. ..................... ..................................................... ..... 6 Reporting............... :...... ............................................. ................................................. 8 Online Merchant Center Reporting ............................................... ..............................8 Heartland Customer Service ............................... ............................... 10 AccountManagement Team ........................................................ .............................10 Manager, Client Care ................................................................... .............................10 Client Care Representative.......... ................................................. .............................10 HelpDesk .................................................................................... .............................11 Payments Processing Pricing ............................. ............................... 12 Assumptions — Transaction Pricing .............................................. .............................12 IN -01 Heartland 2 ©2010Heartlandialand Proprietary Payment PAYMENT SYSTEMS' Confidential and The Higheet Stondords i The W9 Tmsted Tmnsodons Heartland Payment Systems delivers credit/debit/prepaid card processing, payroll, check management and payments solutions, to more than 250,000 business locations nationwide, A NYSE company trading under the symbol H PY - Heartland employs more than 1,900 relationship managers, account managers and sales leaders out of a team of over 3,400 employees in operations, sales, customer service, technology, marketing and administration. From its first card transaction processed on July 15, 1997, to the more than 4 billion transactions it handles annually, Heartland has grown to be the 5th largest payments processor in the United States by transaction volume, 8th largest by transaction dollar value and 9th in the world. Heartland's success is the result of a superior long -term customer relationship sales model and a commitment to technological innovation, which inspired an internally developed, client server -based transaction processing platform for brick- and -mortar merchants. We are the only company in the payments industry with proprietary 21st century technology for brick - and -mortar merchants, enabling us to process payments efficiently and cost - effectively and positioning ourselves as the low -cost provider offering business owners a full suite of payments solutions. Heartland delivers tailored solutions to all types of industries from retail and restaurant... to parking and petroleum... to higher education, lodging, hospitality and more. Heartland continues to expand its product base with value -added services. We offer payroll processing, check management, and other payments solutions - and offer universities complete campus card solutions that encompass on- and off - campus purchases, micropayments and contactless tag.payments, building access and financial aid processing. Heartland's national sales presence and strong position in target markets - as well as our technology, solid financial performance, unique corporate culture and commitment to the advocacy of business owners - continue to contribute to our fast and steady growth. Heartland has sales and servicing teams in every community across the country, providing our customers with round - the -clock support and technical service. Heartland prides itself on a concentrated and dedicated merchant focus and is the founder of The Merchant Bill of Rights, a public advocacy initiative that educates merchants about fair credit and debit card processing practices. More information about this initiative can be found at MerchantBillOfRiohts.corn Looking forward, Heartland's business will continue to be driven by the changing needs of merchants and their customers. Technology is at the very core of this evolution in payments processing and other services, allowing for options never before imagined. For Heartland, remaining true to its original vision - while also understanding and harnessing technological innovation - will mean continued growth for its business as well as new services that will help merchants improve and grow their own businesses. Customer Service Support Figaro's Pizza will have access 24/7/365 to the Heartland Service Center. The Service Center located In Jeffersonville, Indiana is staffed with professional customer service and technical support personnel. Our Service Center is staffed by Heartland employees and never outsourced. Each location will be provided with a toll -free number for their geographic region. This regional approach provides access Heartland 3 ©2010 Heartland Payment Systems C {fir l PAYMENT aysresAS° Confidential and Proprietary The NIA�est SiAndards I The Most Tosta 7rusodions Heartland Payments Processing HIPS Exchange: Authorization and Draft Capture HPS Exchange is our internally developed front -end system that provides authorization and data capture services. Exchange enables us to provide more customized solutions merchants that demand customized front -end solutions and take advantage of new terminal hardware platforms as they become available. HPS Exchange is customized for each merchant and will allow us to provide our merchants with differentiated value -added features, including the following: • Speed. Exchange has been designed specifically with fast transaction processing and authorization mind. • Merchant/Cardholder Selected Debit or Credit. Merchants have the ability to convert a Visa Check or Master Money card to a pin -based debit transaction, which is typically less expensive for the merchant. • Real -Time Transaction Monitoring. Using their personal computers, merchants using Merchant Manager can observe open batches of payment transactions at any of their locations, allowing early detection of problem transactions, such as abnormally large tickets or credits, and changes in business volume. • On -line Download Maintenance. On -line Download Maintenance is an Internet interface to a merchants point -of -sale terminal download system that allows a merchant to change the parameters that control how its point -of -sale terminal functions as opposed to having to call the service center to request such changes. This enables a merchant to more easily change its receipt message each day and assists a merchant in preventing employee fraud by setting parameters that restrict the actions that can be taken by various employees. Payment Types 41 Heartland 5 42010 Heartland Payment Systems [tr ®l�l PAYMENT SYSTEMS' Confidential and Proprietary The 111ghesl Slondo ds I The Most N*4 Tronsodlons . Propose of South Miami —Credit - . ifn,?�;lu #. f;47 '?�a Ex..Sx,u .L;S'r • i €`��.c"�ad 4 %...r`aEp�'iTil-l�ex�?d�ff .'2ni.m 5Y �4a.E'. �"+9 �3xk'ei;.ks4.ili 14,.b,a.tl irCa, t6`cTf -0'�x:�4'dt( "'£,,A3aB:. Passport: Clearing and Settlement Services Clearing, settlement and merchant accounting services is provided by our own internally - developed back -end processing system, Passport. Passport provides our customers with unique reporting features that are reflected on their statements. This includes not only the monthly transaction and fee information, but important messages regarding their account, a graphical presentation of trends and comparisons of their card processing history, processing summary and deposit details - all in an easy to read and understand format. Passport allows us tremendous flexibility in presenting our customers with targeted information based on their type of business. Passport delivers this enhanced flexibility at a lower cost than our competitors. Heartland facilitates bankcard funding schedules via ACH, which is listed in the table below. Amounts funded are gross sales, less returns, less Interchange fees, chargebacks and miscellaneous adjustments. Funds settled as late as 4:00 a.m. Central Time will still count for the previous day's processing. Terminals should be settled on a daily basis. Downgrades occur on transactions older than 48 hours. These downgrades are imposed by Visa and MasterCard and are not negotiable. The following table indicates the timing for routing merchant deposits for settlement to the Federal Reserve Bank and the merchant bank for Heartland Exchange. Time zone is Central Time. Day of Week Batch Close - Settlement Sent to Merchant Funds no Monday i -At Tue 04:00 AM Tue Wed Tuesday r; Wed 04:00 AM Wed Thu Wednesday Thu 04:00 AM :;. Thu <; Fri Thursday .° ,. Fri 04:00 M1 AM rig Fri ;we Mon Friday Sat 04:00 AM Sun Mon Saturday 4 Sun 04:40 AM = Sun: Mon Sunday Mon 04:00 AM ,. Mon Tue Cdrargebacks and Adjustments HPS Passport receives chargeback and retrieval requests through the Card Brands' Interchange system from the issuing banks. HPS Passport verifies that a transaction record was processed and if a credit has been issued. If no record of a credit exists, and a transaction record was matched to the retrieval request, the system will release the request for processing. Requests are sent onto the merchant via email, the fax server, mail, confirmation file, or Merchant Center. The following points illustrate our commitment to our merchants' chargeback defense: • Heartland will provide Chargeback and Retrieval Request Management including signature retrieval via the Heartland Service Center that will significantly streamline the process for Dunn Bros Coffee. • Our staff representatives are assigned accounts according to their level of experience and expertise Heartland 6 ©2010 Heartland Payment Systems �A,,,,,,T SYSTEMS" Confldenfialand Proprietary MIT The Highw Stondmds I Be Most tmslod rreamdim Miami — Credit Card Processing Pruosal tt,r..?.'fiys.";e3 . �kn79 ':>m.eh'nizu;l3rtvsrnarp?ay.. �L.zr�x�i;t�i�„a? • We absorb cost of Card Brand. Authorization records to refute the issuing banks chargeback • Our staff attends seminars and workshops annually to stay abreast of rules and regulations • We have a voice with Card Brand and participate in Card Brand meetings, member working groups, and committees to ensure our merchants' concerns and needs are considered • Our staff has a good rapport with issuing banks regarding arbitration, compliance and good faith collection cases • Incoming good faith collections are never accepted without a merchant's approval • Second good faith collection notices are sent to Issuing banks • Special good faith collection guidelines have been established with some issuing banks Our Chargeback Management Group oversees all chargebacks, retrievals, arbitration, compliance, good faith collections, reports distribution, exception processing resolution (chargeback customer service), and data entry. Our experienced team affords our merchants the highest level of expertise and support while adhering to card brands rules and regulations. These employees have an average of 6+ years of experience in their jobs. The Card Brands require that when a retrieval request is fulfilled, the item must be back in the hands of the issuing bank by the 30th day from the central processing date. These are calendar days, NOT business days. For this reason, we require that the items be back to us no later than the 25th day from the central processing date in order to comply with the Card Brands edits in place. We then work the items and process them. From experience, we have learned that it can take up to three days for an item to get back to the issuing bank once it is electronically fulfilled by us to the Card Associations. We will attempt all requests, but can only guarantee those which are received by day 25. Any sales drafts received by 2:00 p.m. EST will be considered the next day. We also offer "aging reports" to our merchants. These are second and /or third notifications when a retrieval has not been fulfilled. Any time that we receive an illegible or wrong item from a merchant, we will attempt to contact them and ask for a better copy (if time permits). When an unfulfilled retrieval reaches 25 days, it is again checked for a credit. If a credit is found, it is used to fulfill the case. At this time, cases are also checked for duplicates, and if a duplicate fulfilled case is found, the same item will be used to fulfill the open case. 7 ©2010 Heartland Payment. Systems Heartland PAYMENT SYSTEMS" Confidential and Proprietary The Hlonest Standards I IN 1,101710ted Transactions iMM Miami — Credit Card Processing Proposal ndrrt xsas'a;. o% ..T Heartland Payment Systems provides merchants with multiple reporting options. Online Merchant Center: For small merchants, processing information can be viewed by going online to our Online Merchant Center and viewing Batch and ACH detail from specific pages. SEE EXHIBIT 1— ONLINE MERCHANT GUIDE. Reports Manager: For medium sized merchants who need more transaction /fee detail, within Online Merchant Center we have a report program called Reports Manager. Here a merchant can pull more detailed transaction reports by date range. Raw Data: Our larger merchants who would prefer to receive Raw Data reports, HPS can deliver a wide range of data via our SFTP site. Raw Data file option includes Transaction Detail data (bel00) or Transaction Summary file data (be101). Raw data files can be created daily, weekly or monthly. File delivery dates can be specified by either day or date within a month. SEE EXHIBIT 2 —AD HOC REPORTING -- SPECIFICATIONS Online Merchant Center Reporting OMG Reporting: Chain Level Chain Info This section is available to chain merchants only. lid &LY.e?: ^E.IY. ".Y Merchant List Displays a list of all merchant locations in the chain. Retrieval Listing Displays a list of all retrieval requests for all locations within a specified date range. Retrievals are sorted by merchant location, then by date. Chargeback fisting Displays a list of all chargebacks for all locations within a specked date range. Chargebacks are sorted by merchant location, then by date, Chargehack Search Searches for chargebacks by the date your bank account was debited or credited. Credit Review Displays all credit transactions processed at all locations within a specified date range, [tPN,» Heartland The Nlobnf Stoodordc I The 14097MAW N051,1lono Report Manager Directs you to all reports that are available to chains only. See "Reports" for Report Manager details. Open Batch Monitor Lists all batches open for more than one day, with the ability to change the number of days up to 10 days. Print All Statements Allows you to print all — or a selection of — merchant location statements for a specified month. Chain Analysis Displays a graphical representation of your processing by month and your average ticket for the last 12 months for your entire chain combined. © 2010 Heartland Payment Systems Confidential and Proprietary South Miami — Credit . -. . -... i�. r.,.,: i ,•wai,adr.W.<.se'Y €zixZ'?�F...' Mz,.. Mi- Sss.2,�r. OMC Reporting: Merchant Level Merchant Info Individual Locations Heartland <:A :.,,, y _ . pRYY.9: r'Y 5F5 P?'N.K^ y�,°MS*Ydn..,Y'., 3ty2dxkFaerr,& ;i? @pMYa KniWSa CC:M1SS� iS15v ;,,'iiT'�?9, ;�','SHi+.th�l klskrbY..i Details Provides basic information about your business, your Heartland account manager's contact information, pricing, fees and other helpful details. All Card Deposits Displays all card deposits sorted by month including drill downs to batch deposits. Heartland Deposits lists deposits Heartland sent to your DDA including drill downs to the fees associated with each transaction. Online Settlement Allows you to drill down into a transaction to see how the transaction qualified and what interchange fee was applied. Information can be viewed daily at monthly by batch or transaction level. Pees lists any recurring fees to be billed to your statement. ACH Displays monthly deposits made by Heartland, including fees associated with each transaction. Billings Lists fees applied to your account— may include application fees, equipment rental fees, equipment purchase fees, etc. Batches Lists the current month's batches with the ability to drill down to review the batch and individual transaction details. Batches are groups of credit or debit transactions submitted by your business and may imludeVisae, MasteQrds, DiscavarO Network, JM and American FxpressO transactions. , Heartland PAYMrMT SYSTEMS" The Bigbest Standards I The Man Trastad Masudeas Statements Lists all your statements in a printable PDF format. Equipment Existing Equipment — Lists the "active" equipment you own, purchased or rent from Heartland, including terminal number and terminal ID. Track Your Order — Tracks equipment orders that have been shipped from Heartland. Chargebacks Lists all chargebacks {customers' credit card charge disputes) and the reasons why these charges were disputed. Retrievals Lists all retrievals submitted from the card4ssuing bank. Retrievals are requests by an issuing bank to supply proof that charges are legitimate. Merchant Analysis Shows a graphical representation of your processing by month and your average ticket for the last 12 months. Open Batch Monitor Lists all batches open for more than one day, with the ability to change the number of days up to 10 days. © 2010 Heartland Payment Systems confidential and Proprietary jami — Credit Card Pro Heartland is providing a single point of service for payment processing and hardware support! Heartland, as a solutions partner to the City of South Miami, will establish several levels of dedicated resources to support the City of South Miami through implementation and beyond. Specifically, Heartland will assign to the City of South Miami a Client Care Representative (CCR) whose overall responsibilities will be to serve as the City of South Miami's primary point of contact and to coordinate all aspects of customer service with the City of South Miami. The CCR will schedule quarterly meetings between The City of South Miami and Heartland to review future plans, processing costs and schedule priorities. Account Management Team Manager, Client Care Client Care Manager for Heartland has been in Client Relations /Account Relations for 9 years. Previously he was the Manager of the SPS /Alliance Data Systems Help Desk for 5 years. Mr. Malone holds a bachelor's degree in Business Finance from East Tennessee State University. Client Care Representative Client Care Representatives have an average tenure with Heartland of over 6 years and is experienced in working with Digital Payments. While at Heartland, A Client Care Representatives (CCR) will be assigned to the City of South Miami. The CCR will support the City of South Miami through implementation and beyond. The CCR will serve as the central point of contact for all services matters. The CCR will meet with the City of South Miami Management on a quarterly basis. System performance reports would be provided during quarterly reviews. Topics to be discussed and evaluated during these meetings will include an Industry Trend Review, the City of South Miami Credit Card Analysis by Card Type, Interchange Qualification Trends, and System Performance & Help Desk Performance. During this quarterly meeting, the CCR will discuss and recommend strategies for The City of South Miami to decrease costs and improve efficiency. A regular, scheduled conference call between your CCR and the City of. South Miami management is recommended. The frequency of this formalized call will conform to The City of South Miami availability. During this call, day -to -day operational issues and project status will be discussed and tracked. Additionally, the CCR will correspond with the City of South Miami to: « Initiate service orders • Provide information and documentation • Follow up to ensure client satisfaction • Investigate and resolve a variety of problems • Track service calls ®1 1 Heartland 10 O 2010 Heartland Payment Systems ®i�W PAYMENT SYSTEMS" Confidential and Proprietary The N19Eest St. PdoOr Me Most Trusted Tmn"Wons City of ♦ Credit . • Processing Proposal ., >;�hl.h,a,. Help Desk The Help Desk responds to customer trouble calls to resolve issues in a timely and accurate manner. On average, 90% of our calls are answered on the first call. The Help Desk also coordinates incident management, tracking, and escalation whenever an issue or problem needs to be escalated for resolution. They are available 24 hours a day, 365 days a year. In addition to desktop monitoring and help desk tools, the Help Desk is equipped with audio /visual equipment that can display system and network information and satellite TV on three large screens. These support tools aid in our fast resolution of any issue that may occur. The Help Desk will provide support for all issues relating to: payment processing, chargeback, statements, hardware and software sold by Heartland. Software development support will be provided by Heartland. Escalation for all of these teams is to the appropriate Operations Manager and then the Director of Operations. The Client Care Representative also acts as an escalation point for all relationship issues. N ®� Heartland 11 O2010 Heartland Payment Systems MAN PAYMENT SYSTEMS' Confidential and Proprietary The NlghostSSOntlosds Ithe Nost4aslotl Tsoososllons f South Miami — Credit Card Proposal . ��,. tnl. tt,' e; C47idi. w. �'. M�: a'#+ au «., §rr:�?CZta...,...�s.'Ew�:r ✓rt 4, 1d, Payments Processing Pricing The following economic aspects of this presentation are based upon our current knowledge of the program requirements and take into account Heartland Payment Systems' current offerings. Prices are based upon a three year agreement. This pricing proposal is effective for 60 days from the date of this proposal. Card Processing Only Authorization tCapture(Settfement Credit ................... ............................... $0.07 per transaction Authorization/Capture /Settlement PIN Debit and EBT ............ _ ............... $0.07 per transaction Miscellaneous Annualfee ........................................................................................ ............................... waived Reprogrammingfee .......... ............... ... .......... ............. ...... __ .... ................................. ...... waived Dialadd- on ...................:.................... ............................... ..........................$0.01 per transaction ARU Authorization .................................. ............................... ..........................$0.40 per attempt Voice Authorization.. ....... ............................................................................. ..$0.65 per attempt Monthly fee per Location ......................................... ............................. .........................waived Chargeback fee (first 3 of year are free) ........ ............................... .........................$15.00 RetrievalRequest Fee ............................................... ............................... ..........................$0.00 Interchange fees ........................................... ............................... ...........................pass through Debit Network Interchange ............ .. ..... ................................ ___ ............................ pass through Authorization Access fees ............................. ............................... ...........................pass through Settlement fees ............................................. ............................... ...........................pass through Salestax ....................................................... ............................... ...........................pass through Shipping.. .................. ............. ....................... _ .............. ........ standard shipping rates apply Assumptions -- Transaction Pricing 1. All transactions will be provided to Heartland Payment Systems in the electronic form per specifications using Heartland Payment Systems standard formats, protocols and applications. 2. Pricing assumes transactions transmitted via IP connectivity. 3. All credit settlement funds will be net settled (i.e. sales less credits, adjustments and chargebacks). 4. Fees will be deducted from the City of South Miami account via ACH monthly. 5. Prices are based upon a thirty -six month agreement. 6. This pricing proposal is effective for 60 days from the date of this proposal. ®10 Heartland 12 ©2010 Heartland Payment Systems. Ct�o�1l tT&YMC.T SYSTEMS" Confidential and Proprietary The Highest Studio* I The Met Trot0d noesottiofis First Data wknrma" ona o me neeanaio`uo bWavrv, Mike Gilmore First Data Independent Sales Gig Harbor Colvos Passage Company Phone - 253- 514 -8232 Fax — 888 - 338 -7345 gilmore@fdisgigharbor.com November 18, 2010 Alfredo Riverol City of South Miami 2 pages by email: ariveroiCa)cityofsouthmiami.net Alfredo, Thank you for considering this proposal for card processing using the Digital PayTech point of sale and software. Since we are 100% certified and completely integrated on software embedded in the Digital PayTech system, you will be able to transmit credit via the direct interface over a high -speed connection. Transactions take 2-4 seconds, A complete description of our pricing is attached. Parking lots qualify for Visa & MasterCard "SMALL TICKET" pricing for tickets under $15. 1 would be happy to review the attached interchange schedule to help you understand this pricing. We deduct fees either once a month, or daily.... it's your choice. Payment settlement is two business days into your bank account. We auto -batch at whatever time of day you desire (our default is midnight). All of our systems met the most current Payment Card Industry (PCI) security requirements. Your transactions will run entirely over the First Data system. Per PCI mandate, you will need to apply for PCI compliance to help protect your customers' card information, Please call with any questions. Regards, Mike Gilmore Independent Sales Agent Services by Cardservice International. The FIRST DATA name, trademark and logo are owned by First Data Corporation, All other trademarks, service marks and trade names referenced in this material are the property of their respective owners. The First Data Independent Sales Agent Program is operated by Cardservice International, Inc. Cardservice International, doing business as First Data Independent Sales (FDIS), is a registered ISOIMSP of Wells Fargo Bank, N.A., Walnut Creek, CA. American Express requires separate approval, FDIS Gig Harbor is an independent agent for Cardservice InternationaL awexrwn=`• oad, tlaomp,avat ere,maed uaro�ma pcw,u NETWORK SERVICES AND SETTLEMENT PROCESSING PROPOSAL City of South Miami November 18, 2010 Network Transaction Pricing Visa /MC /Discover: ...... Interchange /Assessment/Access /NABU /BIN fees passed throu h ** FDIS fee — Visa /MC/ Disc :........................... 20 basis points (.20 %) l ors N = 11,100A41% AMEX: .......... ................................ ............ $.065 per transaction (plus AMEX fees) "Subject to increases from time to time by the applicable Network(s) and such increases will be imposed on merchant. Additional Services and Fees One -time Set-up: .................................. waived Monthly fee : ......... ............................... waived (email statement, 24/7 service, auto batching, CiientLine web based reporting) Monthly minimum: ... .............. .............. waived Annual fee: .... ......... ............................ waived PCI compliance fee: ........... ................ - $75 annually Batch /Settlement fees: ............ -- ACHfee: .......................... .......... IP Gateway fees: ......... -- ........... Enhanced bill back fee: ............... Retrieval Fee: ......... ................... Charge back Fee: ... ................... Voice Authorization: .................... Term: .................. ............... -- .... Early Termination fee: ....... ......... ACH change fee: ................. ...... AGM reject fee: ........................... Account Closure fee: ........... ... — ......... waived ......... $.20 per ACH ......... waived waivarl ......... $7.50 ......... $20 per charge back ......... $0.75 per voice authorization ......... 36 months ......... waived ......... waived .... waived ......... waived Services by Cardservice Intemationat. The FIRST DATA name, trademark and logo are owned by First Data Corporation. All other trademarks, service marks and trade names referenced in this material are the property of their respective owners. The First Data Independent Sales Agent Program is operated by Cardservice International, Inc. Cardservice International, doing business as First Data Independent Sales (FDIS), is a registered ISO /MSP of Wells Fargo Bank, N.A., Walnut Creek, CA, American Express requires separate approval. FDIS Gig Harbor is an independent agent for Cardservice International. MERCHANT PROCESSING APPLICATION AND AGREEMENT Chain ID IG It I G Signing Rep: 8740007 Sales office Phone: 253 -514 -$232 NAMIE(S) (1) BUSINESS Legal Name of Business: DBA (do(ng business as Mailing /Bitting Address: Location Address if d'dforantfrom malting City, State, Zip: City, State, Zf Contact Name: Contact Name Phone Numbe Fax Number Phone Numbe Fax Number = Merchant E -Mail Address Merchant Uft 'M Name as it appears.on your income tax return Fed Brat Tax ID umber ❑ I certify that I ma foreign eniitylnanresfdent alien (if checked, lease attach IRS Form W-a NOTE: Faflure to provide accurate information may result in a withholding of Merchant funding per IRS regulations. See Part IV.aA.3. of your Pro ram Guide for further information. PROFILE (2) MERCHANT Open Date: n h of current Ownershi : Average Monthly Volume for MCN / Disdover Network[�� $ aiions: T e o usiness: Highest Tick¢t Average Ticket MCN /Discover MCNlDiscover$ rBus,Less Goods/Services Sold Seasonal Sales: ❑ Yes ❑ No High Volume Months: 100 % Face to Face 100 °/a Keyed with imprint 0 % Mail Order (MO) 0 % Keyed without Imprint 0 % Telephone Order (rO) 0 % Internet 0 % TOTAL 100 % TOTAL 100 % OWNERSHIP INFORMATION Sole Private Corp, ❑ Public Corp. ®Government Medical/ Legal Corp. ® Int'I Organization Proprietorship (Federalfstate/local) Q Partnership ®Limited ® Non -Profit Associations /Estates & ®Tax-Exempt Org. (501 C) Liability Co. COT, Trusts - Owner f /Partner /Officer Nam Title in Business Ownership Home Address: City, State, Zip Country Code: Social Security #: Phone Number DOB: Owner 2 /Partner /Officer Name ^� Title in Business Ownership Home Address City, State, Zip Country Code: Social Security M Phone Numbe DOB: • Trade Reference 1 Name: Contact: Phone Number: Account #: Trade Reference 2 Name: Contact: Phone Number: Account #: Rate Table B, Welcome Kit, Gross Monthly, Statement by email Rid = SNMU, AMEX, AMA to build profile in ERM cts0710 cts10t0 020042010 CTS Holdings. U.C. Au rights reserved. Page 1 ad CTS Holdings, LLC Is a registered ISO /MSI, of Wells Fargo Bank, N.A., Walnut Creek, CA. All trademadt s, Samos, marks and Dade names reforenced in this material are the property of their respective Veners. voided (5) SETTLEMENT ACCOUNT (you MUST attach a We wit automatically debit your Settlement Account for any amounts owed to us under the Merchant Processing Application and Agreement. A voided check Checking Only Contact Name: Bank Name: from this account must be attached I Phone Number: Transit Number DDA Numbe PROCESSOR Does your company or you, manage or own another business which already has a Merchant account with Processor? if yes, list name, address and Merchant #: Name of Business: Merchant #: Address: Are you now processing or have you ever processed MasterCardNisalDiscover? ❑ Yes ❑ No (if yes, attach a previous Processor's statement) Name of Processor: Have you ever had a bankcard relationship terminated? ❑ No ❑ Yes (If yes, attach explanation.) Do you use any third party to store, process or transmit cardholder data? ❑ Yes ❑ No If yes, give name and address: EQUIPMENT Processor strips equipment: YES ❑ NO W Sale office reprograms equipment: YES 0 NO ❑ ECR Software /Internet VPOS - Digital Pa Tech Circle store policy to be printed on g Pay Tech Type QTY MANUALiMPNTERS Is there an existing imprinter at this NO REFUNDS ALLOWED — -._-- locati NO REFUNDS, EXCHANGE ONLY Type of Printer. ref C QTY [:]Yes No 2 50 IN 7 DAYS (Type of Imprinter circle, one) ALL SALES FINAL Type of PIN pad: QTY Portable or regular manual (Qty) Agents must do an downloads and (Tip line required ?) Auto y) Yes No [d Yes No ❑ El (8) CREDIT • ACCEPTANCE (9) ENTITLEMENTS Acceptance of all MasterCard, Visa and Discover transactions is New American Express Agreement Attached: Yes ❑ No ❑ presumed unless you indicate which service(s) you do not want by checking that service below. Please Provide the following MID #'s when available: ❑ MC Credit Transactions ❑ MC Non -PIN Debit Transactions Amex:— I ❑ visa Credit Transactions ❑ Visa Non -PIN Debit Transactions Check guar: ❑ Discover Transactions Check guar Co.: Check guar method: Drivers License ❑ MICR ❑ *"*Note: If no box is checked it will automatically default to Drivers License. t DEBIT ❑ Debit Card Debit/ATM Transaction Fee $ (Plus Debit Network Processing Fees) PETROLEUM •- • Pay at the Pump: YES ❑ NO ❑ ❑Wright Express: 3.5D° /o ❑ Voyager Rate:: 3Ag% Transaction fee: 15 Transaction fee: 90 Charged by Processor Integrated Equipment: ❑VerlFone Ruby []Auto Gas ❑Gas Boy ❑Glibarco ❑Other. INFORMATION FNS #: Trans Fee: Benefit Issuance Avaliability., Days Hours Electronic Voucher Support: Yes ❑ No ❑ Check all EBT services provided at this location: ❑ Food stamps ❑Cash Benefits ❑Purchase with Cash Back ❑Purchase ❑Cash Withdrawal If cash issuance, the limit amount: $ tts0710 cts1010 ® 2004.2010 CTS Holdings, LLC, A9 ngMa reserved. Page 2 of 4 CTS Holdings, LLC Is a registered ISO(MSP of Wafts Fargo Bank NA.. Wainut Creek. CA. All trademarks. saNce marks and trade names referenced In IMS mafedai are the property of their respective oamers. cts0710 claloto 02Wb2010 CTS Holdings, U.C. A8 rights reserved. Page 3 of 4 CIS Holdings, LLC is a registered ]W /MSP of Wells Fargo Bank N.A. Walnut Creek. CA All Uademark5. Service marks and Imde names referenced inthis material ere the property of their respective owners. DISCOUNT Rate Tier Discount Rate ( %) and Downgrade Fee DISCOUNT Rate Tier Discount Rate ( %) and Downgrade Fee Description Description Rate 1 %(plus Association Access Fees of $0.0269) Rate 1 %(plus Association Access Fees of $0.0269) Rate 2 Rate 1 plus °!° + $ Rate Rated plus % +$ Rate 3 Rate 1 plus %+ $ O Discount Rate for MasterCard, Visa and Discover credit and MasterCard, Visa and Discover Signature Debit 0.20 /o Association Dues (0079 MasterCard dues, .0019 Visa and .OD10 Discover dues) (plus Association Access Fees + of $0.0269) + Interchange Rate = Total Processing Rate Your processing fees will be the Discount Rate and the current Interchange Rate at the time you process your Transacron, Interchange Rates are variable and are detemninetl b how cur transactions dear Interchan e. AUTHORIZATION AND TRANSACTION ACH Fee $ 0.20 /batch ❑ Vital Fee $ na ' per occurrence American Express Authorization/EDC $ 0,065 / per occurrence Voice Authorization Fee $ 0.50 'Per occurrence Fee Decline Fee $ 0100 1 per occurrence Voice Response Unit (VRU) Fee $ 0.75 ' per occurrence MasterCard/Visa/Discover $ 0.00 /per occurrence Voyager Authorization Fee $ per occurrence Authorization Fee Pre•Auth Fee $ 0.00 1 per occurrence WEX Authorization Fee $ ' per occurrence OTHER Annual Fee $ 75.00 JYear Monthly Fee $ 0 Jmonth Chargeback Fee $20.00 Jper occurrence Retrieval Fee $7.50 /per occurrence Early Cancellation Fee" $ 0 lone time Statement Fee $ 0 Jmonth MC AVS Acquirer Fee $ 0.005/per occurrence Visa Misuse ofAuth Fee $.045 /per occurrence MC AVS CNP Acquirer Fee $ O.OD75 per occurrence Visa Partial Authorization Non- Participation Fee PANP Fee $ 011 /per occurrence. Minimum Monthly Discount Fee $ 0 Jmonth Visa Zero Floor Limit Fee $ 0.10 /per occurrence `A fee charged if this Merchant Processing Application and Agreement is terminated or cancelled prior to the expiration of the initial thirty -six (36) month term. (14) SITE INSPECTION •` • PersonlAUthorized company performing site visitatbh Visitation Dale How many employees Zone: OBusiness District Olndustrial OResidential Location: OApartment OHome Oisolated OMali OMixed 1309ce ClShopping Area Return Polic : OFull Refund OExcha a Onil ONone Do you have a refund policy for VISA/MasterCard /Discover Sales? ONo Was if Yes, check one: OVISA/MC Credit OExchange OStore Credit If VISA/MC Credit, Within how many days do you'submu credit transactions? 003 04 -7 08-14 00verl4days Mail !Telephone Order/ Business to Business Information (ALL QUESTIONS MUST BE ANSWERED BY APPLICABLE TYPE OF MERCHANTS) What % of total sales represent Business to Business (Vs. Business to Consumer): B28 %+ 82C % = 100% (lots[ sales) What % of bancard sales represent Business to Business (vs. Business to Consumer): B28 %+ B2C %= 100% (total sales) What is the time from transaction to delivery? (% of orders delivered in days): 0 -7 %+ 8 -14 %+ 15.30 %+ over 30 days %= 100 %delivered VISA/Masteroard /Discover sales are deposited on (check one): ODate of order ODate of delivery AOther Who performs product /service fulfillment?: ODirect OVendor OOther Vendor: PROVIDE NAME /ADDRESS /PHONE cts0710 claloto 02Wb2010 CTS Holdings, U.C. A8 rights reserved. Page 3 of 4 CIS Holdings, LLC is a registered ]W /MSP of Wells Fargo Bank N.A. Walnut Creek. CA All Uademark5. Service marks and Imde names referenced inthis material ere the property of their respective owners. (16) AUTHORIZATIONS AND REPRESENTATION$ Client certifies that all Information set forth in this completed Merchant Processing Application and Agreement ("MPN') is true and correct and that Client has received a copy of the Program Guide and Confirmation Page (version cts0710), which is part of this MPA (consisting of Sections 1 -16), and by this reference incorporated herein. Client further agrees that Client will not accept more than 20% of its card transactions via mail, telephone or Internet order. However, if your Application is approved based upon contrary information stated in Section 4, Marketing Method above, you are authorized to accept transactions in.aocc rdance with the percentages indicated In that section. Client authorizes CTS Holdings, LLC and Wells Fargo Bank, N.A. ("Bank ") and their agents to investigate the references, statements and other data contained herein and to obtain additional Information from credit bureaus and other lawful sources, including persons and companies named in this MPA. Client authorizes Processor and BANK and their agents (a) to procure information from any consumer reporting agency hearing his /her personal credit worthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living, and (b) to contact all previous employers, personal references and educational institutions. It is our policy to obtain certain Information In order to verify your Identity while processing your account application. Each of the undersigned authorize Bank/Processor to use credit bureau /reporting agencies and /or their own agents to verify the accuracy of all information provided herein and to assess and monitor each of the undersigned's credit status. Each of the undersigned authorizes all such credit bureau /reporting agencies to release any information they may have pertaining to him /her to BankiProcessor. No sales agent of Bank/Processor is authorized to make any verbal or written modification to this Merchant Application and Agreement and /or the Operating Procedures. Client authorizes Processor and Bank and their affiliates to debit Client's designated bank account via Automated Clearing House ("ACH ") for costs associated with equipment hard -ware, software and shipping. You further acknowledge and agree that you will not use your merchant account and /or the Services for illegal transactions, for example, those prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 6361 at seq, as may be amended from time to time. 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 is true and complete. I agree that if I process Card transactions, 1 will comply with the Program Guide for all transactions I process. I understand that 1 also may request a copy of the Program Guide from my sales representative at any time. I further understand that no strikeouts, interiineations, additions or modifications to this preprinted MPA may be made and that this MPA may be transmitted to or from Processor and /or retained electronically by Processor, which will constitute an original. Client agrees to all the terms of this MPA. This MPA shall not take effect until Client has been approved and this Agreement has been accepted by Processor and Bank. Print Name of Principal or Corporate Officer Signature (Title) Date Print Name of Principal or Corporate Officer Personal Guaranty: The undersigned guarantees to Processor and Bank the performance of this Agreement and any addendum thereto by Client, and In the event of default, hereby waives Notice of Default and agrees to indemnity the other parties, including payment of all sums due and owing and costs associated with enforcement of the terms thereof. Processor and Bank shall not be required to first proceed against Client or enforce any other remedy before proceeding against the undersigned individual. This is a continuing guarantee and shall not be discharged or affected by the death of the undersigned and shall bind the heirs, administrators, representatives and assigns and be enforced by or for the benefit of any successor of Processor and Bank. The term of this guarantee shall be for the duration of the MPA and any addendum thereto, and shall guarantee all obligations which may arise or occur in connection with my activities during the term thereof, though enforcement may be sought subsequent to any termination. Print Name of Personal Guarantor Print Name of Personal Guarantor Signature, as an individual (No title) Date Signature, as an Individual (No title) Date CTS Holdings, LLC an behalf of itself and on behalf of Wells Fargo Bank, N.A. (for Visa and MasterCard transactions) For internal use only, SIC /MCC Code Signature ots0710 clslot0 ® 2004 -2010 CTS Holdings, LLC. All dgMS reserved. Page 4074 CTS Holdings, LLC Is a registered ISO /MSP of wells Fargo Bank, N.A. Walnut Creek, CA.. All tredemarAS, service maths and trade rremes referenced in No mourtal are the property of their respective owners. Thank you for selecting us for your payment processing needs. Accepting numerous payment options provides a convenience to your customers, increases your customers' ability to make purchases at your establishment, and helps speed payment to your account. This Program Guide presents terms governing the acceptance of Visa O.S.A., Inc. ( "Visa "), MasterCard Worldwide ( "MasterCard ") and DFS Services LLC ( "Discover Network ") Credit Card and Non -PIN Debit Card payments. The Program Guide also includes provisions applicable to American Expressm and Other Services. Other Services include all services related to: JCBv Card, PIN Debit Card, and Electronic Benefits Transfer payrents, Equipment purchase and rental, Gift Card Services, and acceptance of Cards from other Non -Bank Card Organizations such as Voyager Fleet Systems, Inc. ( "Voyager "), Wright Express Corporation and Wright Express Financial Services Corporation (collectively, "WEV). Your Merchant Processing Application will indicate the types of payments and Services you have elected to accept. This program Guide, your Merchant Processing Application and like schedules thereto (collectively, the "Agreement ") con- tains the terms and conditions under which Processor and/or Bark and/or other third parties will provide services to you. We will not accept any alterations or strike -outs to the Program Guide and, if made, any such alterations or strikeouts shall not apply. Please read this Program Guide completely as it contains important information. You acknowledge that all Services referenced in the Agreement may not be available to you IMPORTANT INI'ORMATIGN ABOUT BANK'S RFSPONSIBILiTIES: Discover° Network Card Transactions, American Express Card Transactions and Other Services are not provided to you by Bank, but are provided by Processor and/or third parties. The provisions of this Agreement regarding Discover Network Card Transactions, American Express Card Transactions and Other Services constitute an agreement solely between you and Processor and/or tbird parties. Bank is not a party to this Agreement insofar as it relates to Discover Network Card Transactions, American Express Card Transactions and Other Services, and Bank is not responsible, and shall have no liability, to you in any way with respect to Discover Network Card Transactions, American Express Card Transactions and Other Services. OTHER IMPORTANT INFORMATION: Cards present risks of loss and non - payment that are different than those with other payment systems. In deciding to accept Cards, you should be aware that you are also accepting these risks. Visam MasterCard® and Discover' Network are payment card networks that electronically exchange Sales Drafts and Chargebacks for Card sales and Credits, Sales Drafts are electronically transferred from banks (in the case of MasterCard and Visa transactions) or network acquirers (in the case of Discover Network transactions) that acquire them from merchants such as yourself through the appropriate Card Organization, to the Issuers. These issuers then bill their Cardholders for the transactions. The Card Organizations - charge the Acquirers interchange fees and assessments for submitting transactions into their systems. A substantial portion of the Discount Race or Transaction Fees that you pay will go toward these fees and assessments. In order to speed up the payment process, the Issuer transfers the funds back through the Card Organization to the Acquirer at approximately the some time that the Issuer receives the electronic Sales Drafts. Even though the payments under this system are made simultaneously, all payments made through the Card Organizations are conditional and subject to reversals and adjustments. Each Card Organization has developed Card Organization Rules that govern their Acquirers and Issuers and the pmcedums, respon- sibilities and allocation of risk for this process. Merchants are also bound by Card Organization Rules. The Card Organization Rules and applicable laws give Cardholders and Issuers certain rights to dispute transactions, long after payment has been made to the merchant, including Chargeback rights. We do not decide what transactions are charged back and we do not control the ultimate resolution of the Chargeback. While we can attempt to reverse a Chargeback to the Issuer, we can only do so if the Issuer agrees to accept it or the Card Organization requires the Issuer to do so after a formal appeal process. Sometimes, your customer may be able to successfully charge back a Card transac- tion even though you have provided your goods or services and are otherwise legally entitled to payment from your customer. While you may still be able to pursue claims directly against that customer, neither we nor the Issuer will be responsible forsuch transactions. You will be responsible for all Chargebacks and adjustments associated with the transactions that you submit for processing Please refer to the Glossary for capitalized terms used in the Agreement, including this Preface (if not defined above). =0 In! 1, M 0 9 1111111111111111111111M PART I: CARD SERVICES A. Operating Procedures 8. Refunds /Exchanges (Credits) .... ............................... 10 1. MasterCard, Visa and Discover Network Acceptance ................ 3 8.1. Refunds ................ ............................... 10 1.1.. Card Descriptions ................... .................... 3 8.2. Exchanges................. _....,............,........ 10 1.2. Effective /Expiration Data . ............................... 3 9. Retention of Records for Retrievals and Chargebacks................. 10 1.3. Valid Signature ........... ............................... 3 9.1. Retain Legible Copies .. , .. ............................... 10 1.4. Users Other Than Cardholders ............................. 4 9.2.. Provide Sales and Credit Drafts ............................. 10 1.5, Special Terms ............ ............................... 4 9.3. Ensure Proper Retrieval Fulfillment ......................... 10 1.6. Delayed Delivery or Deposit Balance ......................... 4. 10. Chargebacks, Retrievals and Other Debits ......................... 10 1.7. Recurring Transaction and Preauthorized Order Regulations...... 4 10 -1. Chargebacks ..............: ............................. 10 1.8. Certain Rules and Requirements ............................ 4 10.2. Other Debits ....... .... ............................... 12 4 10.3. Summary (Deposit) Adjustments /Electronic Rejects ............ 12 1.9. Card Acceptance ......... ............................... 10.4. Disputing Other Debits and Summary Adjustments........... 13 1 -10. .................. . Deposits of Principals ........... , , :. , . 5 1 .11. $ g inust ry .......................... Merchants in the Lodging d 5 11. Account Maintenance ............................... ......... 33 11.1. Change of Settlement Account Number ...................... 13 1. 12. Customer Activated Terminals and Self - Service Terminals..... .. 5 5 11.2, Change in Your Legal. Name or Structure ..................... 13 1.13. g... ............................... Displays and Advertising. 113. Change in Company DBA Name, Address or 1.14, Cash Payments by and Cash Disbursements to Cardholders ....... 5 Telephone/Facsimile Number.. . .................. .. .... 13 1.15, Discover Network Cash Over Transactions.. . ............... 5 11.4. Other Changes in Merchant Profile.... .... 1.16. Telecommunication Transactions ........................... 5 113 Charges for Changes to Account Maintenance ...........:..... 13 2. Suspect Transactions ........... :...... ........... ............. 5 12, Card Organization Monitoring 3- Completion of Sales Drafts and Credit Drafts ....................... 6 13: Supplies ............. .......... 13 3.1. Information Required ........... ......................... 6 3.2. Mail /Telephonelinuariet (Ecomnerce) and Other B. Card General Terms Card Not Present Sales _ .. ............................... 6 14. Services ............ 13 3.3. Customer Service Telephone Numbers for Cards 15. Operating Procedures; Card Organization Rules and Compliance....... 13 Other Than MasterCard, Visa and Discover Network ........... 7 16. Settlement of Card Transactions .. ............................... 73 4. Data Security ................. ............................... 7 17. Exclusivity :......... _ .....:. ............................... 13 4.1. Payment Card Industry Data Security Standards (PCT DSS) ....... 7 18. Fees; Adjustments; Collection of Amounts Due ...................... 13 4.2. Data Security Requirements . ............................... 7 19. Chargebacks. ........ ......... --- ..... .... ............... 14 4.3. Compliance Audits ....... ............................... 7 20. Representations; Warranties; Covenants; Limitations on Liability; 4.4. Immediate Notice Require d . ............................... 7 Exclusion of Consequential Damages ...................:......... 14 4.1 Investigation ............ ............................... 7 21. Confidentiality................ ............................... 15 4.6. Required Information for Discover Network Security Breaches.... 7 21 Assignments.... ...... -- ... .... ......................... 15 4.7. Merchant Providers ....... ............................... 7 23. Term; Termination Fees; Events of Default.................. ....... 15 4.8. Noncompliance Fees ... ............................... . . 8 24. Reserve Account; Security I9 terest .......................... , .... 16 4.9. Costs ............................... . ................. 8 25. Financial and Other informat ion.. ............................... 17 5. Authorizations ................ ............................... 8 26. inderamication ............... .. ........... ............. ...... . 17 5.1. Card Not Present Transactions ................... _ ........ 8 27. Special Provisions Regarding Non -Bank Cards ...... : ....... _ ....... 17 5.2. Authorization via Telephone 28. Special Provisions for PIN Debit Card ................... .......... 18 (Other Than Terminal/Electronic Device Users) ................ 8 29, Special Provisions Regarding EST Transactions ..................... 18 5.3. Authorization via Electronic Devices ............. . ........... 8 30- Special Provisions Regarding Wireless Services ..................... 20 5.4, Third Party Authorization System ........................... 8 31. Choice of Law; Venue; Waiver of jury Trial ........................ 21 5.5. Automated Dispensing Machines ...............:........... 9 31 Other Terms :.-... ........ .-.... ............ ............. ...... 21 16. Pre - Authorization for T &E (Travel & Entertainment) 33. Glossary ..... : ...... .................................... ..... 21 and Restaurant Merchants .. ............................... 9 5.7. Discover Network Procedure for Request for Cancellation of PART il: ADDITIONAL IMPORTANT INFORMATION PAGE Authorization ............ ....................t.......... 9 . -FOR CARD PROCESSING 5.8. Partial Authorization and Authorization Reversal .............. 9 A.1. Electronic Funding Authorization ............................... 24 6. Submission /Deposit of Sales Drafts and Credit Drafts, 9 A.Z. Funding Acknowledgement.:.............. _ .................. 24 6.1. Submission of Sales for Merchants Other Than Your Business..... 9 A.3. Additional Fees, Fee Related Information and Early Termination....... 24 6.2. Timeliness ............... ............................... 9 - A.4. Addresses For Notices ......... ............................... 24 6.3. MaiUBranch Deposit Procedures ......... ............. . .... 9 6.4. Electronic Merchants: Daily Patching Requirements PART 111: CONFIRMATION PAGE & Media Submission ...... ............................... 9 Confirmation Page ... , ............. ............................... 25 7. Settlement ......... ........ ............................... 10 .. Duplicate Confirmation Page ........ .... .......... ............. :.:. 26 pnxrasu�g � , .,,x . � P "u•e� . y., ".., ... ".., .... of institutions who issue the MasterCard, Visa, and Discover Network Cards carried by your customers, as well as to the independent Issuers of American Express? OptimO and JCB? The Operating Procedures contained in this part focus primarily on certain of the MasterCard, Visa, and Discover Network Card Organizations Rules, and seek to provide you with the principles for a sound Card program; however, you should consult the Card Organization Rules for complete information and to ensure full compliance with them. Tbeyam designed whelp you decrease your Chargeback liability and train your employees. (in the event we provide authorization, processing or settlement of transactions involving Cards other than MasterCard, Visa and Discover Network, you should also consult those independent Issuers' proprietary rules and regulations.) The requirements set forth in these Operating Procedures will apply unless prohibited by law. You are responsible for followingany additional or conflicting requirements imposed by your state or local jurisdiction. I.Y. Card Descriptions. At the point of sale, the Card must be carefogy examined to determine whether it Is a legitimate and valid Card. The name of the Card (e.g.. Visa, MasterCard or Discover Network) should appear in bold letters on the Card. For all MasterCard and Visa Cards and for some Discover Network Cards, the Issuer (e.g., XYZ Bank, etc.) should also appear in bold letters on the Card. The. following is a description of the authorized Visa, MasterCard and Discover Network Card designs: Visa: Visa Cards have the Visa symbol on the right -hand side of the Card. Above the Visa symbol is the 3- dimensional hologram of the Visa Dove design. The expiration date must be followed by one space and may contain the symbol "q" Visa Cards contain a I6- digit account number embossed across the middle of the Cards and the first digit is always a four (4). In addition, Visa Cards have the first four digits of the account number printed directly below the embossed number. You must always check these numbers carefully to ensure that they are. the saline. Beginning January 2006, Visa has a new Card design which differs significantly front the previous description. You are required to familiarize yourself with the new design by consulting the document entitled "Card Acceptance and Charge - back Management Guidelines for Visa Merchants" (VRM 08. 12.16). You may download the document free of charge from Visa'; websit at http or order a hardcopy to be mailed to you for a nominal charge by telephoning Visa Fulfillment at 800-VISA -311. Both the old and new Visa Card designs will be chmulzting concurrently in the marketplace through the year 2010.Only Visa Cards fitting the old or new descriptions may be accepted. Beginning May 2008, Visa issued a new Gatti design for un- embossed Visa cards. Unlike embossed Visa cards with raised numbers, letters and symbols, the un-embossed card has a smooth, flat surface. Because of the un- embossed cards flat surface, it cannot be used for transactions that require a card imprint. Un- embossed cards can only be used by merchants who process with an electronic Point Of Sale Terminal. As a result, the bottom of the card bears the following note, "Electronic Use Only." MasterCard MasterCard Cards are issued under the following names: MasterCard, EumCmd, Access, Union, Million and Diamond. The MasterCard symbol appears on the front or back of the Card. MasterCard and the Globe designs appear in a 3- dimensional hologram above the symbol. In addition, the words Classic, Preferred, Gold or Business may appear. MasterCard account numbers are sixteen (16) digits, and the.first digit is always a live (5). The tint four digits of the account must be printed directly below the em- bossed number. Only MasterCard Cards fitting this description may be accepted. Pursuant to an alliance with MasterCard, Diners Club Cards issued in the United States and Canada are being re- issued with a sixteen (16) digit account number the first two digits of which are now fifty -five (55) and with the MasterCard Mark and hologram on the front of the Diners Club Card, These Diners Club Cards shalt be accepted and processed in the same manner as MasterCard transactions. Diners Club international Cards that am issued outside the U.S. and Canada may be re- issued with the MasterCard Mark on the back of the Card. These Diners Club Cards will have account numbers that are fourteen (14) digits, the first two digits or which are thirty -six (36). When these Diners Club Cards are used within the United States, Canada and other designated areas, they will be processed as MasterCard transactions. Beginning January 2006, MasterCard has a new Card design significantly different from the previous description. You are required to familiarize yourself with the new design by consulting a document "MasterCard Card Identification Features:' You may download the document free of charge front MasterCardk websitc at hup� v wmaateMUdMtMham mm. Both the old and new MasterCard Card designs will be circulating concurrently in the marketplace through the year 2010. Only MasterCard Cards fitting the old or new descriptions may be accepted ms0910 • Cards manufactured before October 3, 2008 display the Discover Network three - dimensional hologram, bearing a distinct circular shape and images of a globe pierced by an arrow, water, and man on a repetitive pattern background (the "Discover Network Hologram") on the front of the Card. • The Discover Network Hologram reflects lightand appears to move as the Card is rotated. • All Cards display a magnetic stripe on the reverse side of the Card. Cards manufaU tared on or after October 3, 2008 feature a three - dimensional holographic design that is incorporated into the magnedc stripe. A series of distinct circular shapes will be visible across the length of the magnetic stripe, with blue glows between each shape. When the Card is rotated, the holographic design will reflect light and there will be apparent movement and color switching within the circular shape. • Cards displaying either the Discover Network Hologram or the holographic magnetic stripe are valid after the effective dates indicated above, with the Discover Network Hologram eventually replaced by the holographic magnetic stripe for new Cards. Although both the Discover Network Hologram and the holographic magnetic stripe will each appear on Cards, valid Cards will not display both designs. • Depending on the k< ante date of the Card, the word "DISCOVER" or "DISCOVER NETWORK" will appear in ultraviolet ink on the from of the Card when it is held under an ultraviolet light.. • An underprim of "void" on the signature panel becomes visible if ensure of the signature is attempted. • The Card Number or the portion of the Card Number displayed on the signature panel on the back of the Card should match the number displayed on the front of the Card and appear in reverse indent printing. • CID must be printed in a separate box to the right of the signature panel on the back of the Card. • An overprint on the signature panel reads "Discover Network:' On some cards, the overprint may display tire name of the Card (i.e., Discover, Discover IGO? Discover Plathrum). • A Discover Network Zip Indicator may appear on the back of a standard rectangular plastic Card indicating the Card can be tried w conduct Comactiess Cant Transactions. NOTE: Valid Cards may not always be rectangular in shape (e.g., Discover 2GOa Cards) and certain valid Comactless Payment Devices approved by us for use in accessing Card Accounts (e.g., radio frequency (RF) enabled Cards, key fobs, and Mobile Commerce Devices) and to conduct Connialess Card Transactions may not display the features des- canted above. Prepaid Gift Card Security Features The features described below are found on Prepaid Gift Cards; however, the placement of these features may vary: • Depending on the issue date of the Card, the Discover Network Acceptance Mark or the Discover /NOVUS Acceptance Mark will appear on the front or back of the Card, • The embossed, stylized "D" appears on the front of the Card. • A valid expiration date is embossed on the front of the Card. • The front of the Card Wray display "Temporary Card.," 'Prepaid Card, "Gift Card, or "Electronic Use Only," must be printed on the front or the back of the Card. NOTE: Prepaid Gift Cards accepted at a limited, specific list of Merchants are not required to include the Discover Network Hologram and may, but are not required to, bear the Discover Network Acceptance Mark or the Discover/NOVUS Acceptance Mark on the Card. You arc required to remain familiar with Discover Card designs and may reference the document "Discover Network Security Features." You may download the document free of charge from Discover Network's websire at hutsffi%_ wdisc,mctwmkmrr✓fraudsecurity/ freud.i]INI. 1.2. EKectivelExpiration Dates. At the point of sale, the Card should be carefully examined for the effective (valid. from) (if present) and expiration (valid thin) dates which are located on the face of the Card. The sale . date most fall on or between these dates. Do not accept a Card prior to the effective date or after the expiration dace. If the Card has expired, you cannot accept it for a Card sale unless you have verified through your Author- ization Center that the Card is in good standing, otherwise, yen are subject to a Chargeback and could be debited for the transaction. 13. Valid Signature. Check the back of the Card. Make mire that the signature panel has not been disfigured or tampered with in any fashion (an altered signature panel may appear discolored, glued or painted, or show erasure marks on the surface). The signature on the back of the Card must compare favorably with the signature on the Sales Draft. The Sales Draft most be signed by the Card presenter In the presence of your authorized 'rrpres mitative (unless a Card Not Present Sale) and in the same format as the signature panel on the Card; eg., Harry E. Jones should not be signed H.E. Jones. The signature panels of Visa, MasterCard and Discover Network Cards now have a 3 -digit number (CVV2 /CVC2 1CID) printed on the panel known as the Card Validation Code. Via Ma C rd h d Di < er N t orl : If the signature panel ones the Card is blank, in addition to requesting an Authorization, you must do all the following: • Review positive identification bearing the Cardholder's signature (such as a passport or driver's license that has not expired) to validate the Cardholdcrs identity. • Indicate the positive identification, including any serial number and expiration date, on the Credit Draft or Sales Draft; provided that you must effect PAN Truncation, and most not include the expiration date on the copy of the Sales Draft or Credit Draft that you provide to the Cardholder, Or as required by applicable law, die Sales Draft or Credit Draft you retain. • Require the Cardholder to sign the signature panel of the Card prior to completing the Transaction. IA. Users Othernan Cardholders.A Cardholder may not authorize another indi- vidual to use his /her Card for purchases. Be stye the signature on the Card mashes with the one on the Sales Draft. Furthermore, any Card having two signatures on the back panel is invalid and any sale made with this Card can result in a Chargeback. For Cards bearing a photograph of the Cardholder, ere rre that the Cardholder appears to be the person depicted in the picture which appears on the Card. if you have any questions, call the Voice Authorization Center and request to speak to a Code 10 Operatorm, I.S. Special Terms. If you limit refund /exchange terms or impose other specific con- ditions for Card sales, the words "No Exchange, No Refund es. must be clearly printed (in 114" letters) on the Sales Draft near or above the Cardholders signature. The Card- holders copy, as well as your copy, most clearly show this information. During a liquidation and/or closure of any of your outlets, locations and/or businesses, you must post signs clearly visible to customers stating that "All Sales Are Final," and stamp the Sales Draft with a notice that "All Sales Are Final." Generally; do not give cash, check or in -store Credit refunds for Card sales. Visa allows for the following exclusions: A cash refund to the Cardholder for a small ticket transaction or a no signature required traivattion, a cash refund, Credit, or other appropriate form of Credit to the recipient of a gift purchased as a Mail /Phone Order transaction, or a cash refund or In store Credit for a Visa prepaid card transaction if the Cardholder states that the Visa prepaid card has been discarded. NOTE: A disclosure does not eliminate your liability for a Chargeback. Consulter protection laws and Card Organization Rules &c- quenty allow the Cardholder to dispute druc items notwithstanding such disclosures. 1.6. Delayed Delivery or Deposit Balance. to a delayed delivery transaction where a Cardholder makes a deposit toward the full amount of the sale, you should execute two separate Sales Drafts (each completed fully as described in Section 3.1), the first for a deposit and time second for paymsnt of the balance upmr delivery of the merchandise or the performance of the services. • Vto: For Visa transactions, you must obtain an authorization if rile cumulative total or both Sales Drafts exceeds the floor limit. You must obtain an authorization for each Sales Draft on each transaction date. You must assign the separate authorization num- bers to each Sales Draft, respectively You must note on such 521es Drafts the words "delayed delivery," "deposit' or "balance," as appropriate, and the authorization dates and approval codes. • MasterCard : For MasterCard transactions, you must obtain one authorization. You most note on both Sales Drafts the words "delayed delivery," "deposit" or "balance;' as appropriate, and the authorization date and approval code. • Discover N t rlc For Discover Network transactions, you must label one Sales Draft "deposit" and the other "balance," as appropriate. You must obtain the "deposit" authorization before submitting die sales data for the "deposit' or the "balance" to us. If delivery of the merchandise or service purchased will occur more than thirty (30) calendar days after the "deposit" authorization, you must obtain a subsequent author- ization for the "balance." in addition, you must complete Address Verification at the time of die "balance" authorization, and you must obtain proof of delivery upon delivery of the setices /merchandise purchased. You may not submit sales data relating to the "balance' to us for processing until the merdhandiselservice purchased has been com- pletely delivered. NOTE: For MasterCard and Veto transactions, if delivery is more than twenty -five (25) days after the original transaction date and the initial authorization request In opposed to the thirty (30) days in Discover Network transactions), you should reauthorize the unprocessed portion of the transaction prior to delivery. If the transaction is declined, comact the Cardholder and request another form of payment, For example On Jarmary 1, a Cardholder orders $2,200 worth of furniture and you receive an authorization for the full amount; however, only a $200 deposit is processed. The above procedures are !allowed, with a $2,000 balance remaining on the furniture; the $2,000 transaction balance should be reauthorized. I.I. Recurring'Irameactioi, and Preauthorized Order Regulations. ifyou process recurring transactions and charge a Cardholders account periodically for recurring goods or services (e.g., monthly insurance premiums, yearly subscriptions, annual membership fees, etc.), the Cardholder shall complete and deliver to you a Cardholder approval for such goods or services to be that to his account. The approval most at least specify the Card- holder's name, address, account number and expiration date, the transaction amounts, the timing or frequency of recurring charges and the duration of time for which the Cardholder's permission is granted. For Discover Network transactions, the approval must also include the total amount of recurring charges to be billed to the Cardholder's account, including taxes and tips and your Merchant Number. If the recurring transaction is renewed, the Cardholder must complete and deliver to you a subsequent written request for the continuation of such goods or services to be charged to the Cardholders account. You may not complete a recurring transaction after receiving a cancellation notice from the Cardholder or Issuer or after a request for author- ization has been denied If we or you have terminated this Agreement, you may not submit authorization requests or sales data for recurring transactions that are due after the termination date of this Agreement. You must obrain an authorization for each transaction andwrite "Recurring Thursaction" (or "RO." for MasterCard transactions) on the Sales Draft in lieu of the Cardholder's signature A positive authorization response for one recurring transaction Card Sale is not a guarantee that any f nme recurring transaction authorization request will be approved or paid. For all recurring transactions, you should submit the 3 -digit Card Validation Code number with the first authorization request, but not subsequent authorization requests. - Discover Network Card Organization Rules specifically require that you follow this Card Validation Code procedure for Discover Network recurring transactions. Also, for Discover Network recurring transactions, the Sales Draft most include a gen- eral description of the transaction, your merchant name and a toll-free customer service number that the Cardholder may call to obtain customer assistance from you or to cancel the written approval for the recurring transaction. All recurring transactions or preauthorized orders may not include partial payments for goods or services purchased in a single transaction. You may not impose a finance charge in connection with a Recurring Transaction or Preauthorized Order. If you process retuning payment transactions, the Recurring Payment Indicator must be included in each authorization request. Penalties can be assessed by the Card Organi- zations for failure to use the Recurring Payment Indicator. Lit. Certain Rules and Requirements. The following miss are mquirenums strictly enforced by Visa, MasterCard and Discover Network; • You cannot establish minimum or maximum amounts as a condition for accepting a Card, except that for Discover Network transactions, you may limit the maximum amount a Discover Network Cardholder may spend If, and only if, you have not re- ceived a positive authorization response from the Issuer. • You cannot impose a surcharge or fee for accepting a Card. • You cannot establish any special conditions for accepting a Card. You cannot establish procedures that discourage, favor or discriminate against the use of any particular Card. However, you may choose not to accept either U.S. issued Debit Cards or U.S. issued Credit Cards under the terms described in Section 1.9. • You cannot require the Cardholder to supply any personal Information (e.g., home or business phone number; home or business address; or driver's license number) unless Instructed by the Authorization Center, The exception to this is for a mail /telephone/ Internet order or delivery- required transaction, and zip code for a card - present key - entered transaction in order to obtain an Address Verification. Any information that is supplied by the Cardholder must not be in plain view when mailed, • Any tax required to be collected must be included in the total transaction amount and not collected in cash. • You cannot submit any transaction representing the refinance or transfer of an existing Cardholder obligation deemed uncollectible. • You cannot accept a Visa Consumer Credit Card or Commercial Visa Product, issued by a U.S. Issuer, to collect or refinance an existing debt. • You cannot submit a transaction or safe that has been previously charged back, • You must create a Sales Draft or Credit Draft for each Card transaction and deliver at least one copy of the Sales Draft or Credit Draft to the Cardholder. • You cannot submit a transaction or sale to cover a dishonored check. • if you accept Card checks, your Card check acceptance policy must treat the accept- ance of checks from all payment card brands that you accept equally (e.g., if you accept MasterCard, Visa and Discover Network, your check acceptance policy must treat checks for all three payment card brands equally). You should handle these Card checks like any other personal check drawn upon a bank in the United States. • Failure to comply with any of the Card Organization Rules may result in (roes or penalties. • You will inform tine Cardholder that you are responsible for the Card transaction in- cluding your goods and services and for refined customer service, dispute resolution and performance of the terms and conditions of the transaction. 1.9. Card Acceptance. if you have Indicated either in tire Application or by regis- tering with us at least thirty (30) days in advance that, as between Non -PIN Debit Card transactions and Credit Card transactions, you will limit your accepiance to either (i) only accept Non -PIN Debit transactions; or (ii) only accept Credit Card transactions, then the following terns in this Section 1.9 will apply: 1.9. 1. Yen will be authorized to refuse to accept for payment either Non -PIN Debit Cards or Credit Cards that are issued within the United States. You will, however, continue to be. obligated to accept all foreign issued Credit Card or Debit Cards issued by MasterCard, Visa or Discover.Network so long as you accept any type of MasterCard. Visa or Discover Network branded Card. 1.9.2. While many Debit Cards include markings indicating debit (such as "Visa Chocleard, Visa Bum, Gift Card. DEBIT, or Mastermoney), many Debit Cards may not include any such markings. it will be your responsibility to determine at the point of sale whether a Card is of a type that you have indicated that you will accept. You agree to mitt, rule appropriate systems and controls to limit your acceptance to the Card types indicated. You may purchase a table of ranges of numbers currently associated with Debit Card trans- actions upon execution of confrdentmality/uon- disclosure agmemems required by the Card Organizations, You will be responsible for updating your systems to utilize such tables and to obtain updated tables. 1.9.3. To die extent that you inadvertently or unintentionally accepta transaction drat you are not registered to accept, such transaction will downgrade and you will be charged the Rate 3 or, if you are utilizing the Enhanced Recovery Reduced Discount option, you will be charged the Enhanced Recovery Reduced Rate on the volume of said transaction that Merchant was not registered to accept, in addition to the difference between the MC1Vust Rate i agreed to in your Merchant Application and the actual interchange race assessed to the downgraded transaction. 1.9.4. Based upon your choice to accept only the Card types indicated in the appli- cation, you must remove from your premises any existing signage, indicating that you accept all Visa, MasterCard or Discover Network Cards and use approved specific signage reflecting your policy of accepting only Non -PIN Debit or Credit Cards. 1.9.5. Even if you elect not to accept Non -PIN Debit Card transactions as provided above, you may still accept PIN Debit Cad transactions if you have signed up for PIN Debit Card Services. 1.10. Deposits of Principals. Owners, partners, officers and employees of your busi- ness establishment, and the guarantors who signed the Application, are prohibited from submitting Sales Drafts or Credit Drafts transacted on their own personal Cards, other than transactions arising from bona fide purchases of goods or services in the ordinary course of your business. Such use ill violation of this Section 1. 10 is deemed a cash advance, and cash advances are prohibited. 1.11. Merchants in the Lodging Industry. 1.113. Generally. There are additional rules and requirements Lhatapply to merch- ants in the lodging industry for practices including, but not limited to, Guaranteed Reser- vations and charges for no shows, advance deposits, overbookings, and priority checkout. If )row am a merchant in the lodging industry, you most contact us for these additional rides and requirements. Failure to do so could result in additional charges or termi- nation of this Agreement. 1.11.2. Lodging Service Programs. In the event you are a lodging merchant and wish to participate in Visas and/or MasterCard's lodging services programs, please contact your sales representative orrelationship manager for details and the appropriate Mastercard and Visa requirements. Lit. CustomerActivateriTerminals and Self- ServioaTerminals. Priortocenduct- fng Customer Activated TenmWal ( "CAT') transactions or Self- Service Terminal transactions you must contact us for approval and further instructions, rules and requirements that apply to CAT and Self-Service Terminal transactions. Failure to do so could result in additional charges or termination of this Agreement. 1.13. Displays and Advertising. You must prominently display appropriate Visa, MasterCard, Discover Network and, if applicable, other Card Organization decals and pro- gram Marks at each of your locations, in catalogs, on websites and on other promotional materials as required by Card Organization Rules. You may not indicate that Visa, Master -' Card, Discover Network or any other Card Organization endorses your goods or services. Your right in use the program Marks of the Card Organizations terminates upon the earlier of (i) if and when your right to accept the Cards of the respective Card Organiza- tion munduates (e.g., if your right to accept Discover Network Cards terminates, you are no longer permitted to use Discover Network Program Marks), (if) delivery of notice by us or the respective Card Organization to you of the termination of the right to use the Markus) for that Card Organization, or OR) termination of the license to use the program Marks by the respective Card Organization to us. 1.13.1. Discover Network Sublicense to Use Discover Network Program Marks. You are prohibited from using the Discover Network Program Marks, as defined below, other than as expressly authorized in writing by its "Discover Network Program Marks" means the brands, emblems, trademarks and/or logos that identify Discover Net. work Cards, including, without limitation, Diners Club international Cards. Additionally, you shall not use the Discover Network Program Marks other than as a part of the display of decals, signage, advertising and other forms depicting the Discover Network Program Marks that are provided to you by us or otherwise approved in advance in writing by us. You may use the Discover Network Program Marks only to promote the services cov- ered by the Discover Network Program Marks by using them on decals, indoor and outdoor signs, advertising materials and marketing materials; provided that all such uses by you must be approved in advance by us in writing. You shall not use the Discover Network Program Marks in such a way that customers could believe that the products or services offered by you are sponsored or guaranteed by cls0710 the owners of the Discover Network Program Marks. You recognize that you have no own- ership rights in the Discover Network Program Marks. You shall not assign to any Person any of the tights to use the Program Marks. 1.14. Cash Payments by and Cash Disbursements to Cardholders. You must not accept any direct payments from Cardholders for charges of merchandise or services which have been included on a Sales Draft; it is the right of the issuer to receive such payments. You may not make any cash disbursements or cash advances to a Cardholder as pan DID Card transaction unless you are a financial institution with express authorization in writing in advance from Servicers. 1.1 S. Discover Network Cash Over Transactions. Cash Over transactions are not available for MasterCard or Visa transactions. You may issue Cash Over in connection with a Discover Network Card sale, provided that you comply with the provisions of "a Agreement, including the following requirements: • You must deliver to us a single authorization request for the aggregate total of the goods, smlces purchase amount and the Cash Over amount of the Cans sale. You may not submit separate authorization requests for the purchase amount and the Cash Over amount, • The Sales Draft must include both the purchase amount and the Cash Over amount, and you may not use separate Sales Drafts for the purchase amount and Cash Over amount. • No minimum purchase is required for you to offer Cash Over to a Discover Network Cardholdea, provided that some portion of the total Card sale must be attributable to the purchase of goods or services. • The maximum amount of cash that you may issue as Cash Over is $100.00. (Cash Over may not be available in certain markets. Contact ve for further information). 1.16. TeleeommunieationTransaetions, Telecommunication Card Sales occur when a telephone service provider is paid directly using a Card for individual local or long -dis- tance telephone calls. (NOTE: Pre -paid telephone sen9cecards are not and do not give rise to Telecommunication Card Sales). Prior to conducting Telecommunication transactions you must contact us for approval and forth= instructions, rules and requirements. Failure to do so could result in additional charges or termination of this Agreement. If the appearance of the Card being presented or the behavior of the person presenting the Card is suspicious in nature, you must immediately all the Voice Authorization Center and ask to speak to a Code 10 operator. Answer all their questions and follow their instructions. While not proof that a transaction is fraudulent, the following are some suggestions to assist you in preventing fraudulent transactions that could result in a Chargeback Ask yourself, does the Customers • appear nervous /agitated /hurried? • appear to be making indiscriminate purchases (e.g., does not care how much an item costs, the size, etc.)? • make purchases substantially greater than your usual customer (cg., your average transaction is $60, but this transaction is for 5360)? • Insist on taking the merchandise Immediately (e.g., no matter bow difficult it is to handle, is not interested in free delivery, alterations, etc.)? • appear to be purchasing an unusual amount of expensive items? • take an unusual amount of time to sign the Sales Draft, or look at the back of the Card as he signs? • talk fast or carry on a conversation to distract you from checking the signature? • take the Card from a pocket instead of a wallet? • repeatedly come back, in a short amount of time, to make additional purchases? • cause an unusual, sudden increase in the number and average sales transactions over a one to three -day period? • tell you Lie has been having some problems with his Issuer and request that you call a number (that he provides) for a "special" handling or authorization? Does the Card: • have characters the same size, height, style and all within aligreacru? • appear to be re- embossed (the original numbers or letters may be detected on the back of the Card)? • have a damaged hologram? • have a Magnetic Stripe on the back on the Card? • have an altered signature panel (c.g., appear discolored, glued or painted, or show erasum marks on the surface)? • have "valid from" (effective) and ""lid thru" (expiration) dates consistent with the sale date If you use an electronic terminal and swipe the Card, make sure the account number dis- played on the terminal and/or the Sales Draft matches the number on the Card. lf you cannot or do not verify the account number and accept the sale, you are subject to a Chargeback and could be debited for the amount of the transaction. IF THE NUMBERS DO NOT MATCH, DO NOT ACCEPT THE CARD AS A FORM OF PAYMENT, EVEN THOUGH AN AUTHORIZATION CODE FOR THE MAGNETICALLY SWIPED CARD NUMBER MAY BE RECEIVED. Fraud -Prone MerehandiseTips: • Jewelry, video, stereo, computer and camera equipment, shoes and men& clothing am typically fraud -prone because they can easily be resold. • Be suspicious of high dollar amounts and transactions with more than one fraud -prone item, e.g., two VCRs, three gold chains, etc. If you suspect trout: • Call the Voice Authorization Center and ask to speak to a Code 10 operator. • if the terminal does not display the Card number, call the POS Help Desk for terminal assistance. REMEMBER: AN AUTHORIZATION CODE ONLY INDICATES THE AVAILABILITY OF A CARDHOLDER'S CREDIT AT THE TIME OF THE TRANSACTION. IT DOES NOT WARRANT THAT THE PERSON PRESENTING THE CARD 15 THE RIGHTFUL CARDHOLDER, IF PROPER PROCEDURES ARE NOT FOLLOWED AT THE TIME OF THE TRANSACTION, YOU ARE SUBJECT TO A CHARGEBACK AND YOUR ACCOUNT MAY BE DEBITED FOR THE AMOUNT OF THE TRANSACTION. n c You must prepare a Sales Draft or Credit Draft, as applicable, for each Card transaction and provide a. copy of it or a transaction r eceipt or copy of the Draft to the Cardholder at the time the Card transaction is completed. 3.1. information Required. All of the following information must be contained on a single page document com enuang a Sales Draft • Cardholder's account number must appear on the Credit Draft or Sales Draft in the manner required by applicable law and Card Organization Rules. NOTEr The copy of the Sates Draft or Credit Draft you provide to a Cardholder must not Include the Cardholder's Card expiration date or any more than the last four digits of the Cardholders Card number. Some states have similar requirements that also apply to the Sales Drafts or Credit Drafts you retain, MasterCard requires that Card expiration dates be excluded from the Sales Drafts or Credit Drafts your blumeas retains. You are solely responsible to determine are Card account nhm- ber truncation requirements and Card expiration date exclusion requirements for your state /jurisdiction; • Clear imprint of the Card Whenever the term "imprint" is used it refers to the process of using a manual imprinting machine to make an impression of the Card on a Sales Draft; it does not include the printout from a printer attached to an electronic device. If you use an electronic device (e.g., authorizationldmft capture terminal, cash register, POS Device, etc.) and swipe the Card to read and capture the Card information via the Magnetic Stripe, you do not have to imprint the Card, HOViTVER, IF THE TERMI- NAL FAILS TO READ THE MAGNETIC STRIPE OR IF YOU ARE REQUIRED TO OBTAIN A VOICE AUTHORIZATION, THEN YOU MUST IMPRINT THE CARD, IN ADDITION, THE SALES DRAFT MUST HAVE THE CARDHOLDER'S SIGNA- TORE. FAILURE TO FOLLOW THESE PROCEDURES WILL PREVENTYOU FROM DEFENDING A TRANSACTION IN THE EVENT THAT IT IS CHARGED BACK UNDER A CLAIM THAT THE RIGHTFUL CARDHOLDER DID NOT AUTHORIZE THE PURCHASE. ENTERING INFORMATION INIO A TERMINAL MANUALLY WILL NOT PREVENT THIS TYPE OF CHARGEBACR, FOR MAIL, TELEPHONE, INTERNET AND OTHER CARD NOT PRESENT ORDERS SEE SECTION 3.2; • Cardholders signature. However, eligible merchants participating in MascerCard's Quick Payment Service Program, Visas Small Ticket and No Signature Programs, Discover Net, worlds No Signature Program, and /or certain Discover Network transactions (see note below) are not required to obtain the Cardholders signature under remain conditions set forth by each program; • Date of the transaction; • Amount of the transaction (including the approved currency of the sale); • Description of the goods and/or services involved in the Dansacton (if there am too many items, combine them into oat description; e.g., "clothing" instead of "one pair of pants, one shirt"). Do not carry information onto a second Sales Draft; • Description of your merchandise return and Credit /refund policy; • A valid authorization code; and • Merchants Doing Business As ("DIVA") name and location (city and state required) and Merchant Account Number. When Imprinting Sales Orals, do not alter the Cardholder account number, circle or underline any information on the Sales Draft or alter a Sales Draft in any way after the mnsaction has been completed and signed, Stray marks and other alterations oft a Sales Draft may render it electronically unscamuble, unreadable or illegible. This may result in a Chargeback or Summary Adjustment to your account. For Discover Nehvork sales using a paper Sales Draft (as opposed to Electronic Draft Capture), the paper Sales Draft must also contain the initials of your representative or employee that conducted Elie transaction. For Discover Network Credits, the Credit Draft must contain the signature of your authorized representative or employee that conducted the transaction. Discover Card Sales in an amount more than $25.00 including sales taxes, tip, and/or Cash Over amount arc not eligible for treatment as No Signature Required Card Sales and you may lose a dispute of such a Card Sale if the Merchant fails to obtain the Cardholders Signature on the Sates Draft cts0710 Eligible merchants participating in No Signature Program, Quick Paymrenr Service and /or Small Ticket are only required to provide the Cardholder with the completed Sales Draft when requested by the Cardholder. NOTE: For Discover Network mmexictions, if you are a merchant operating corder certain merchant category codes approved by Discover Network, you are not required to obtain the Cardholder's signature so long as the full track data is transmitted in the authorization request and the sale amount is $25.OD or less. 3,2. Mail I Telephone f Internet (Ecommerce) Orders and Other Card Not Present Sales. You may only engage in mail /telephone /himmet orders provided they do not exceed are percentage of your total payment Card volume reflected on your applies, tion. Fadum to adhere to this requirement may result in cancellation of your Agreement. Merchants conducting Internet transactions using MasterCard or Visa Cards must have special codes (an "Electronic Commerce Indicator ") added to their authorization and settlement records. Discover Network does not use an Electronic Commerce Indicator. Failure to register as a merchant conducting Internet transactions can result in fines imposed by the Card Organizations. Mail, Telephone, Internet and other Card Not Present transactions have a substantially higher risk of Chargeback. Since you will not have an imprinted or magnetically swiped transaction and you will not have the Cardholder's signature on the Sales Delft as you would in a face -to -face transaction, you will assume all risk associated with accepting a mailkelephone/lntemet or other Card Not Present transaction. The following procedures, while they will not eliminate Chargebacks, are useful to reducing them and should be followed by you: • Obtain the expiration date of Card • On the Sales Draft, clearly print the Cardholder's account number; effective and expi- ration dates date of Damneder; description of the goods and services; amount of the transaction (including shipping, handling, insurance, eta); Cardholders none, billing address and shipping address; authorization code; and merchants name and address (city and state required); provided, that you must effect PAN Truncation, and must not include the expiration date, on the copy of the Sales Daft or Credit Draft that you pro- vide to the Cardholder, or as required by applicable law, the Sales Dmfi or Credit Draft you retain. • For mail orders, write "MO "; for telephone orders, write "TO" on the Cardholder's signature line. • If feasible, obtain and keep a copy of the Cardholders signature on file on a form authorizing you to submit telephone and mail order transactions. • You should utilize the Address Verification Service for all Card Not Present Tmms- actions (see note below), Address Verification is specifically required for all Discover Network Card Not Present Transactions, and if you do not receive a positive match through AVS, you may not process the Discover Network Card Not Present Trans- action. if you do not have AVS, contact us immediately. • - You should obtain the 3 -digit Card Validation Code number and include it with each authorization request. Discover Network Card Organization Rules specifically require that you submit the Card Validation Code with the authorization request for all Discover Network Card Not Present Transactions. • For telephone orders, it is recommended that written verification of the sale be requested from the Cardholder (sent by mail or fax). • You may not submit a transaction for processing until after the merchandise has been shipped or the,service bas been provided to the customer. (The Card Organizations will permit the immediate billing of merchandise manufactured to the custoinces specaka- tions li.e., special /custom orders) provided the Cardholder has been advised of the billing details.) • You should provide a copy of the Sales Draft to the Cardholder at the time of delivery. You must also obtain proof of delivery of the goods or services to the address designated by the Cardholder (fe., by getting a signature of the Cardholder m person designated by the Cardholder through the delivery carrier). If the Cardholder visits one of your locations to receive the goods or services purchased, obtain an imprint of the card and the Cardholder's signature. • Notify the Cardholder of delivery time frames and special handling and/or cancellation policies. Merchandise shipping dates must be within seven (7) days of the date author- ization was obtained. If, after the order has been taken, additional delays will be incurred (e.g., out of stock), notify the Cardholder and reauthorize the transaction. • You may not require a Cardholder to complete a postcard or other document that displays the Cardholders account number in clai view when mailed. • if you accept orders via the Internet, your web site must include the.follonving infor- mation in a promment manner: - Complete description of the goods or services offered; - Description of your merchandise return and Credit/miund policy; - Customer service contact, including email address and/or telephone number, - Transaction currency (U.S. dollars, unless pennission is otherwise received from Servicers); - Any applicable export or legal restrictions; - Delivery policy; - - Consumer data privacy policy; — A description of the transaction security used on your website; and — The sale or disclosure of databases containing Cardholder account numbers, personal information, or other Card transaction information to third parties is prohibited. You may not accept Card Account Numbers through Electronic Mail over the Internet. NOTE: Address Verification Service ( "AVS 9 does not guarantee against Chargebacks, but used properly, it assists you in reducing the risk of fraud by confirming whether certain elements of the billing address provided by your customer match the billing address main- tained by the Issuer. AVS also may help you avoid incurring additional interchange expenses-. AVS is a separate process from obtaining an Authorization and will provide a separate response. A transaction may not match addresses when submitted for AVS and still receive an Authorization. it is your responsibility to monitor the AVS responses and use the infor- mation provided to avoid high -risk transactions, 3.2.1. Discover Network Protocol for Internet Transactions. Each Internet Discover Network Card transaction accepted by you and submitted to is shall comply with Discover Nawork standards, including, without limitation, Discover Network standards governing the formatting, transmission and encryption of data, referred to as the "designated protocolP You shall accept only those Internet Discover Network Card transactions that are encrypted in accordance with the designated protocol. As of the date of these Oper- ating Procedures, the designated protocol for the encryption of data is Secure Socket Layer (SSW. We may, at our discretion, withhold Settlement until security standards can be verified. However, the designated protocol. Including any specifications with respect to data encryption, may change at any time upon thirty (30) days advance written notice. You shall not accept any Internet Discover Network Card transaction unless the transaction is sent by. means of a browser which supports the designated protocol. 3.3. Customer Service Telephone Numbers for Card types which are funded by individual non.bank Card Organizations include: American ExpresstOptima 1.800- 5284200 JCB, International 1. 800. 366.4522 Voyager 1. 800- 987 -6591 WEX 1- 8004924669 (24 hours) THE FOLLOWING is IMPORTANT INFORMATION REGARDING THE PROTECTION OF CARDHOLDER DATA. PLEASE REVIEW CAREFULLY AS FAILURE TO COMPLY CAN RESULT IN SUBSTANTIAL FINES AND LIABILITIES FOR UNAUTHORIZED DISCLOSURE AND TERMINATION OF THIS AGREEMENT, 4.1. Payment Card Industry Data Security Standards (PCI DSS). Visa, MasterCard, American Express, Discover Network and JCB aligned data security require- ments to create a global standard for the protection of Cardholder data. The resulting Payment Card Industry Data Security Standards (PCI DSS) defines the requirements with which all entities that store, process, or transmit payment card data must comply. PCI ASS is the name used to identify those common data security requirements. The Cardholder Information Security Program (CISP) is Visa USA's data security program, the Site Data Protection (SDP) program is MasterCard's data security program and Discover Network Information Security and Compliance (DISC) is Discover Network. data security program, each based on the PCI DSS and industry aligned validation requirements. PCI DSS compl. ance validation is focused on Membant Equipment (as defined below) where Cardbolder data is retained, stored, or transmitted, including: • AR external connections into your network (i.e., employee remote access, third petty access for processing, and maintenance); • All connections to and from the authorization and settlement environment (ie., connections for employee access or for devices such as firewalls, and routers); and • Any data repository outside of the authorization and settlement environment. For die purposes of tills Section 4, "Merchant Equipment" means any and all equipment you use in connection with Card authorization, clearing, completing, settling, transmitting or other related processing, including, without limitation, all telecommunication lines and wireless connections and software, systems, point -o[ sale terminals, card readers, merch- andise and card scanners, printers, PIN pad devices and other hardware, whether owned by you, Merchant Providers or other Persons used by you. The Card Organizations or we may impose fees or penalties, or restrict you from accepting Cards if it is determined that you are not compliant with the applicable data security requirements. We may in our sole discretion, suspend or terminate Services under this Agreement for any actual or suspected data security compromise. You agree that you will not request any Authorizations, submit any Sales Drafts or Credit Drafts until you have read and understood the PCI DSS, CISP, SDP and DISC for which you acknowledge we have provided you sufficient information in obtain, and you will be deemed to have done so upon our receipt of your request or submission of any Authorizations, Sales Drafts or Credit Drafts. You must comply with the data security requirements described in this Section 4.1, Including, without limitation, PCI DSS, SDI, CISP and DISC, and any additional Card Organization requirements applicable to PIN transactions. Detailed information about PCI DSS can be found at the PCI DSS Council's websfte: wwwpgt5@ uri ystat dards ore. Detailed information about VisA CISP program can be found at qua's CISP website: wuwAgl com/ci^sn. _ Detailed information about MasterCard's SDP program can be found at the MasterCard SDP website: vw t t rd con/L75/ dt1/i8d ht 1. Detailed information about DISC can be found at Discover Network's DISC website: hit // -d' o c nv k /f and gca {tyld' html. 4.2. Data Security Requirements. You most comply with the data security require- ments shown below; • You must install and maintain a secure network firewall to protect data across public networks. • You must encrypt stored data and data sent across networks. • You must use and regularly update anti -vitas software and keep security patches up- to -date. • You most resnictaccess to data by business "need to know," assign a unique ID to each person with computer access to data and track seem to data by unique ID. • Deal use vendor - supplied defaults for system passwords and other security parameters. • You must regularly test security systems and processes. • You must maintain a policy that addresses information security for employees and contractors, • You must restrict physical access to Cardholder information. • You may not transmit Cardholder account numbers to Cardholders for Internet transactions. • You cannot store or retain Card Validation Codes ( three- digih values printed in die sig- nature panel of most Cards, and a four -digit code printed on the front of an American Express Card). • You cannot store or retain Magnetic Stripe data, PIN data or AVS data Only Cardholder account number, Cardholder Name and Cardholder expiration date can be retained subsequent to transaction authorization. • You must destroy or purge all Media containing obsolete transaction data with Card- holder information. • You must keep all systems and Media consenting Card account, Cardholder, or tmns- action information (whether physical or electronic) in a secure manner sees to prevent access by; or disclosure to any unauthorized parry. • For Internet transactions, copies of the transaction records may be delivered to Cant holders in either electronic or paper format. • You must use only services and Merchant Equipment that have been certified as PCI - DSS compliant by the Card Organizations. 4.3. Compliance Audits. You may be subject to ongoing validation of your cmn- pliance with PCI DSS standards. Furthermore, we retain the right to conduct an audit at your expense, performed by us or a Person designated by us to verify your compliance, or that of your agents or Merchant Providers, with security procedures and these Operating Procedures. 4.4. Immediate Notice Required. In the event that transaction data is known or suspected of having been accessed or retrieved by any unauthorized Person, you must contact us immediately, and in no event more than 24 hours after becoming aware of such activity. 4.5. Investigation. You must, at your own expense (i) perform or cause to be performed an independent investigation, Including a forensics analysis performed by a certified forensic vendor acceptable to us and the Card Organizations, of any data security breach of Card or transaction data, (if) perform or cause to be performed any remedial actions recommended by any such investigation, and (iii) cooperate with us in the investigation and resolution of any security breach. Norwithstanding Lire foregoing, if required by a Card Organization, we will engage a forensic vendor approved by a Card Organization at your expense. You must cooperate with the forensic vendor so that it may immediately conduct an examination of Merchant Equipment, and your and Merchant Providers' procedures and records and issue a written report of is findings. 4.6. Required Information for Discover Network Security Breaches, For security breaches involving Discover Network transactions and/or tack dam, you most provide us and /or Discover Network with the following information: (i) due date of breach; (it) details concerning the data compromised (e.g, account numbers and expiation dates, Cardholder names and addresses, etc.); (iii) the method of such breach; (iv) your security personnel contacts; (v) the name of any person (including law enforcement) assisting you with your Investigation of such breach; and (vi) any other information which we reasonably request from you concerning such breach, including forensics reports. You shall provide such Infor- manon as soon as practicable, and the items listed in (i) -(v) shall be provided to us in any event within 48 hours of your initial notification to us of the breach. 4.7. Merchant Providers. The data security standards set forth in this Section 4 also apply to Merchant Providers. Before you engage any Merchant Provider, you most provide in us in writing (a) the Merchant Provider's legal nano, (b) contact information, and (c) intended function. You acknowledge and agree that you will not use, or provide Cardholder data access to, any Merchant Provider until you receive our approval and, if required, con- firmation of our registration of that Merchant Provider with applicable Card Organizations. You must ensure that you and Merchant Providers: (f) comply with the registration process which can involve site inspections, background investigations, provision of financial state- ments, and any other information required by a Card Organization; (i) comply with the periodic and other reporting required by a Card Organization; and (iii) comply with all applicable CasdOrgamestion Rules, including without limitation, those requiring security of Cardholder data. You may allow Merchant Providers access to Cardholder data only for proposes authorized under and in confor ova ce with the Card Organization Rules. You are responsible for all our costs and expenses associated with our review, approval, certification (and recertification as may required by us or the Card Organization Rules) and registration of any Merchant Providers. Your use of the Services, equipment, software, systems, materials, supplies or resources of turd parties regarding your Card transactions processing, including, without limitation, Merchant Providers and any third party lessors or licensors, will not affect your obligations under this Agreement to uswhidi will apply to the same extent as if you had not used them. We have no liability or responsibility to you or others regarding these turd parries, even if we referred them to you. These third panics are your agents, and you are solely responsible for (i) determining whether they can meet your needs and standards, (ii) their actions, inactions and compliance with the terms of this Agreement and the Card Organization Rules and (iii) any and all fees, costs, expenses and other obligations owed to them by you or owed by them to us or to Cud Organizations, 4.8. Noncompliance Fees. ifwe have not received receipt of your validation ofcore- plfa tee with your PCI DSS standards within the first six (G) months from the dace of the Agreement, you will be charged a monthly non- receipt of PCI Validation fee as set forth in the Application or as otherwise communicated to you, for the period beginning upon expiration of the six (G) month period, until such time as you are compliant orihis Agree- ment is terminated, whichever comes first. This monthly non - receipt of PCI Validation fee is in addition to any and all other fees for which you are responsible related to your fallen to be compliant as required hereunder. 4.9. Costs. if you or a Merchant Provider (or other Person used by you) as deter- mined by any Card Organization, regardless- of any forensic analysis or report, to be the likely source of any loss, disclosure, theft or compromise of Cardholder data or Card trans- action information (together, "Compromised Data Events") and regardless of your belief That you have complied with die Card Organization Rules or any other security precautions and are not responsible for the Compromised Data Event, you must promptly pay us for all related expenses, claims, assessments, fines, losses, costs, and penalties and Inner reim- bursements imposed by the Card Organizations against us (together, "Data Compromise Losses°). In addition to he foregoing, you must also pay its promptly for all expenses and claims made by Issuers against us alleging your responsibility for the Compromised Data Event, apart from any claim procedures administered by the Card Organizations. Each authorization request you submit to us must fully comply with die applicable provi- sions of this Agreement. Submission of an authorization request char does not fully comply may result in assessment of additional fees to you, a declined authorization response or a Chargeback to you. You must obtain an Authorization Approval Code from us (or a Person, as provided in Section 5.4) for all transactions. A positive authorization response for MasterCard remains valid for seven (7) days for electronic processed transactions. For true paper merchants for MasterCard and Visa transactions the Authorization remains valid for thirty (30) days. A positive authorization response for Discover Network transactions remains valid for ninety (90) days. Failure to settle within these timehames may result in a late p)uemtiment Chargeback. Failure to obtain an Authorization Approval Code for a sales transaction may result in a Chargeback and/or the termination of your Agreement Authorization Approval Codes can be obtained through your FOS Terminal or a Voice Response Unit ( "VRU "). Any fees related to authorizations will be charged for a request for an Authorization Approval Code, whether or not the transaction is approved. Do not attempt to obtain an Authorization Approval Code provided by someone other than us except as described in Section 5.4. If a Cardholder or another service provider provides you with either an authorization number or with a telephone number for obuin- ing authorizations, the Authorization Approval Code you receive may not be valid. Even if the transaction is initially processed and funded, it may be charged back at a later date. Also, if you receive a purported Authorization Approval Code from someone other than us, we will not have the supporting records and will be unable to verify that you received the authorization if that is later questioned in a Chargeback. An Authorization Approval Code only indicates the availability of credit on an account at the time the authorization is requested. it does not warrant that the person presenting the Card is the rightful Cardholder, nor is it a promise or guarantee that you will not be subject to a Chargeback. If you obtain Address Verification, you must review the AVS response separately from the authorization response and make your own decision about whether to accept tine transaction. A transaction can receive an Authorization Approval Code from the Issuer even if AVS is unavailable or reflects that the address provided to you does not match the billing address on file at the Issuer. If the authorized Cardholder disputes such a trans- action, you will be responsible for the resulting Chargeback. If you receive a Referral response to an attempted authorization, you may not submit the transaction without calling for and receiving a voice au lunizaton. After receiving a Referral response you may not attempt another authorization on the same Card, through your FOS Terminal. If you fail to obtain an Authorization Approval Code or if you submit a Card mns- action after receiving a decline (even if a subsequent authorization attempt results in an Authorization Approval Code), your transaction may result in a Chargeback and may be, assessed fines or fees by the Card Organizations for which you will be responsible. That currently range from $25 to $150 per transaction. To avoid these costs and related Charge- back,, always obtain an Authorization Approval Code directly from your terminal before submitting a transaction for settlement. For Cards other than MasterCard, Visa and Discover Network (e.g., American Express, etc.) or for check acceptance, you must follow the procedures for authorization and acceptance for each. You may not attempt to obtain multiple authorizations for a single transaction. If a sale is declined, do not take alternative measures with the same Card to obtain an approval of the sale from other authorization sources. Instead; request another form of payment. If you accept and process a transaction that was declined, or attempt multi - transactions and/ or nmlei authorizations, you arc subject to a Chargeback, Card Organization fines and/or cancellation of your Agmemeat. 5.1. Card Not Present Transactions. You must obtain the 3 -digit Card Validation Code (MI2, CVC2, CID) and submit this Code with all authorization requests with respect to transactions where the Card is not present (e.g.. telephone, mail or Internet sales). However, for recurring transaction authorizations you should subunit the Card Vali- dation Code with the first authorization request only, and not with subsequent recurring transaction authorization requests. (See Section 1.7). NOTE: For each Card Not Present Discover Network transaction, you must also verify the name and billing address of the Discover Network Cardholder using the Address Verification System (AVS), and if you do not receive a positive match, do not process the Discover Network Card Not Present Itausaction. 5.2. Authorization viaTelephone(Other-rhanTermhod /Electronic Device Users). • Call your designated voice authorization toil free number and enter the authorization Information Into the VRU using a touch was phone or hold for an authorization rep. restorative. • if advised to pick up a Card, use reasonable and peaceful means to do so, and do not take any action that will alarm or embarrass the Card presenter. You will bear all responsibility for claims, liabilities, costs and expenses as a result of any action by you, your employees, vendors or agents, that attempt to retain a Card without the Issuer's direct request or failure to use reasonable, lawful means in retaining or attempting to retain the Card. Forward the Card to: Ann; Rewards Department, EO. Box 5019, Hagerstown, MD 21740. You may be paid a reward for the town' of the Card. • On occasion, the Authorization Center will ask you in obtain identification from the Cardholder before Issuing an approval code. If you are iostnteted to do so, clearly write the appropriate identification source and numbers in the space provided on the Soles Draft unless otherwise prohibited by law. • if the sale is declined, please remember that our operators an only relaying a message from the Issuer. The fact that a sale has been declined should not be interpreted as a reflection of the Cardholder's creditworthiness. The Cardholder should be instructed to call the Issuer. 5.3. Authorization via Electronic Devices. • if you use an electronic terminal to obtain an Authorization Approval Code, all sales should be authorized through this equipment. Authorizations through other methods will result in additional charges to you. • If your terminal malfunctions, refer to your Quick Reference Guide, if necessary, or call the P05 Help Desk. The problem will either be corrected promptly or may require terminal programming or replacement During the period in which your terminal is not functioning, remember to check it periodically since most terminal problems are temporary in nature and are quickly corrected. • If a terminal is moved or if wires are disconnected, causing malfunction, call the POS Help Desk immediately and follow their instructions. You may be responsible for any service charges incurred for reactivation of the terminal. • Until the terminal becomes operable, you must call your designated voice authorization toll free number and enter authorization information into the VRU using a touchtone phone. During this time, each transaction must be imprinted using a manual Imprinter ma chme. Failure to obtain an Authorization Approval Code and to imprint these trans- actions could result in a Cbargebactc to your account 5.4. Third Party Authorization System. if you have contracted with another aiI orbettion network to obtain Credit Card authorization, i.e., your terminal can Split Dial, liability resulting from discrepancies with that network most be resolved between you and that network. We will not research Chargebacks resulting from Authorization Approval Codes obtained from another authorization service organization Such Chargebacks will be passed through to you for resolution. A an authorization provided by a third patty authorization system is challenged in a Chargeback, you must obtain proof (e.g., third Perry authorization logs) from the authorization source and submit it to us within the time hams specified on the Chargeback documamtion. IF YOU CONTRACTED TO USE ONE OF, OUR AUTHORIZATION SERVICES, DO NOT USE ANOTHER THIRD PARTY SYSTEM WITHOUT NOTIFYING CUSTOMER SERVICE. OTHERWISE, WE WILL BE UNABLE TO SUCCESSFULLY RESEARCH AND DEFEND ANY AUTHORIZATION RELATED CHARGEBACKS ON YOUR BEHALF. THIS " DELAY WILL SIGNIFICANTLY DECREASE YOUR TIME TO RESEARCH AND PROVIDE PROOF OF AUTHORIZATION, THUS REDUCING YOUR OPPORTUNITY TO REVERSE A CHARGEBACK. If you utilize another authorization network, you will be responsible for the downgrade oiany transactions to a higher cost interchange that result from a mismatch of information to our systems and those of third parry authorization networks (see Section 18.1). If you use a tbfrd party authorization network, you must also comply with Section 4.7. Cali the following for other Card types: American ExpressfOptima 1- 800.528.5200 )CB, international 1- 800 - 5229345 Voyager 1- 800. 987 -6589 W EX 6800. 042 -0071 Available 24 hours /day; 7 dayslweek. All approved sales authorized in this manner must be entered manually as "post author- ization" transactions into the terminal, once the terminal becomes operational. All Credit transactions must be entered into the terminal for data capture. You may be subject to a Chargeback if you receive a Referral and subsequently receive an approval. To reduce the risk of such a Chargeback, the Card should be imprinted using a manual Imprinter machine. (For specific procedures on Electronic Data Capture, refer to the Terminal Operating Instructions /Users Guide.) If the terminal nralfencdons for more than twenty-four (24) hours, contact Customer Service for further instructions on processing your transactions. 5.5- Automated Dispensing Machines. Records must be produced for all mum - actions whose origin and data capture am automated dispensing machines or Limited Amount Terminals. Records should include the Cardholder account number, merchant's name, terminal location, transaction date and amount. S.6. Pre - Authorization for T &E (Travel & Entertainment) and Restaurant Merchants. If you are a business engaged in providing travel and /or entertainment services (e.g., car rentals, hotels, motels, etc.) or a restaurant business, and engage in the practice of "pre - authorization" you must comply with the following general procedures: • A hotel, motel, or car rental merchant may obtain an estimated Visa, MasterCard or Discover Network authorization at the time of check -in. • Restaurants must not add an estimated tip amount to the authorization request beyond the value of the goods provided, or services rendered, plus any applicable tax. • You must notify the Cardholder of the dollar amount you intend to "Pre - Authorize', • If the customer decides to use another form of payment (e.g., cash, check, etc.) you must promptly call the Voice Authorization Response Unit to delete the authorization hold. Provide the Cardboiders account number, original dollar amount and date of the transaction, and the authorization code. If a new transaction takes place, a new im- printed and signed Sales Draft for the exact amount and a new authorization code for that amount must be obtained, • VEHICLE RENTAL PROVIDERS MAY NOT INCLUDE POTENTIAL VEHICLE DAMAGE OR INSURANCE DEDUCT199LE•S IN ANY PRFAUTHORIZATIONS. • If you receive a decline on a transaction, you must wait twenty-four (24) hours before attempting to reauthorize If you reauthorize prior to this time frame and receive an approval, you may be subject to a Chargeback and a fine imposed by the Card Organizations.. • Hotels, motels, mid car rental merchants are allowed up to a 15% variance above the amount authorized. if the final amount charged to the Cardholder exceeds the original estimate by more than 15% above the preauthorization, you must authorize any additional amounts, and all incremental authorization codes must be mitten in the authorization area along with the date of authorization and the amount authorized, • Pre - Authorization for certain establishments, are allowed up to a 20% (instead of 15 %) variance above the amount authorized. If the final amount exceeds the amount "pre - authorized" by note than 20 %, you must authoize the additional amount. Estimating the Authorization amount to include a tip is prohibited. The authorization request should include only the amount associated with the bill presented to the consumer. • You should obtain an authorization for the initial estimated charges and then monitor the charges to ensure that the actual charges made do not exceed the estimated charges. If the actual charges exceed the amount of the initial estimated authorization (and any subsequent estimated authorizations), then you must secure a positive authorization for the additional amount. NOTE: Subsequent authorizations should only be for the additional amount of total charges and not include amounts already authorized. • The estimated amount of any pin - authorization for lodging accommodations must be based on (f) the intended length of stay; (it) the mom rote; (ill) applicable taxes and service charges; and (iv) other miscellaneous charges as dictated by experience. • If an authorization request is declined, no charges occurring after that date will be accepted for that Cardholder. • You do not need to obtain a final authorization if the total sum of charges (the final amount) does not exceed 120% of the previously authorized charges. You must record the dates, authorized amounts, and Their respectve Authorization Approval Codes on the Sales Draft(s). 5.7. Discover Network Procedure for Request for Cancellation of Authori- zation. if a Discover Network Card sale is cancelled or the amount of the transaction changes following your receipt of authorization for the sale, you must call your Auth- orization Center directly and request a cancellation of the authorization. An authorization may be cancelled at any time within fifteen (15) days of your receipt of the authorization, cts07k0 but must be cancelled before the sales data relating to the transaction is submitted to us, after which the authorization cannot be changed, For an authorization cancellation, you must provide us with the following information, in this order: • The Discover Network Merchant Number used in the muhorizadon; • The Card number; • The original amount of the authorization being cancelled; • The new amount of the total transaction (if any); • The original authorization code for the authorization being cancelled; • The expiration date of the Card; and • A brief reason for the authorization cancellation. 5.8. Partial Authorization and Authorization Reversal. Partial authorization provides an alternative to a declined transaction by permitting an issuer to return an authorization approval for a partial amount. an amount less titan the transaction amount requested by the mercham when the available card balance is not sufficient to approve the transaction in full. The Cardholder is able to use up the remaining funds on the card and select another fomn of payment (i.e., another payment card, cash, check) for the remaining balance of the transaction. If you support partial authorizations, a partial authorization indicator must be included in each authorization request. An authorization reversal must be submitted if the authorization is no longer needed, a partial amount of the total authorized is submitted for the settled transaction, or the Cardholder elects not to complete the purchase. The transaction sent for settlement must be no more than the amount approved In the partial authorization response. In the event that you wish to support the partial authorization . functionality, you must contact Processor for additional rules and requirements. 6- b m• 6.1. Submission of Sales for Merchants Other Than Your Business. You may present for payment only valid charges that arise from a transaction between a bona fide Cardholder and your esmblishment. If you deposit or attempt to deposit transactions that arise from sales between Cardholders and a different business than the one approved by us in our Agreement with you, then the transaction may be charged back, we maysuspend or debit funds associated with all such transactions, and we may immediately terminate your account and the Agreement 6.1.1. Factoring. Factoring is considered merchant fraud and strictly prohibked. Factoring is the submission of authorization requests and/or Sales Drafts by a merchant for Card transactions transacted by another business. if you submit Sales Drafts on behalf of another person, you will suffer any losses associated with the disputes of any such Sales Drift and /or transaction. Also if any fraud is involved, you could face criminal prosecution. 6.2. Timeliness. In order to qualify for the lowest Interchange Discount Rate, all Sales and Credit Drafts must be properly completed and submitted daily. If you have not received payment for submitted Sales Drafts after one (1) week from your nomml, payment date, contact Customer, Service. Late Submission of Sales or Credit Drafts may result in Increased interchange rates or fees or in a Chargeback to yen. 63. Mail/ Branch Deposit Procedures. Complete the appropriate summary roan designated for your use. Imprint the completed summary with your Merchant Idendfica. lion Card, if applicable, and sign it. Please do not staple or clip Sales Drafts together or to summary forms. This will distort the Cardholder's account number and may result in a Summary Adjustment or Chargeback to you. Mail your deposits daily to us, or, if your Agreement allows deposit at a local bank branch, you must make daily deposits. Do not send us the merchant copies (which are for your records); submit only the Bank bard copies of the transactions. if membam copies am submitted, they will be returned to you unprocessed. 6.4. Electronic Merchants: Daily Berthing Requirements Be Media Submission. Batches must be tmnsmitted to us by the time indicated In Section A.2. of Part 11, of this Agreement) in order to be processed on the date of transmission. Additionally, if you deposit via magnetic tape, electronic transmissions, or Electronic Data Capture terminal, and have contracted to send the actual Sales Drafts and Credit Drafts to us for imaging and retrieval, the Media must be hatched daily by wgimer /terminal following the procedures below, Failure to do so may result in a processing fee and /or a Chargeback due to our inability to retrieve. the Media as requested by the Issuer. • A mgimer /terminal Batch header form must be filled out for each Batch of Media. • The Batch header must be imprinted with your Merchant identification Card, and all areas completed properly (Le., Batch number, date, amount, number of items, etc). • The Batch/deposit total must match to the settled/recondled amount displayed on the terminal upon closing the Batch. • Any discrepancies between the actual Media and electronic display must be reconciled and corrected before storing the Media (for merchants who contract to hold their Media) or before sending us the copies of the deposit. Otherwise, transactions may appear to be a new Submission and may be manually keyed (causing duplicate billing to Cad holders and resulting in Chargebacks) or we may not be able to retrieve an item when requested by the Issuer. • . It is your responsibility to ensure that the actual Media is hatched correctly and, depend- ^ ing on the terms of your Agreement, either scored at you location or sent to Processor. (In some cases, the actual Media is sent daily to your head office, and forwarded to Processor for imaging.) • You must confirm that your equipment has transmitted its Batches to us at least once daily. Even if your equipment is designed or programmed to close and submit Batches without your intervention, it is ultimately your responsibility to con- firm that the Batches have been transmitted to its for processing. Your funds for MasterCard /VisalDiscover Network transactions will be processed and transferred to your financial institution iidthbh two (2) Business Days from the time a Batch is received by Processor if your financial institution is the Bank. If your financial institution is not the Bank, your MasterCard /Visa /Discover Network transactions will be processed via the Federal Reserve within two (2) Business Days from the time a Batch is received by Processor, The Federal Reserve will transfer such amounts to your financial institution. If you have been classified by Discover Nenvork as having a Discover Direct Strategic Relationship with Discover Network, we will not acquire your Discover Network tra mo- tions and they will be subject to your agreement will' Discover Network. You acknowledge and agree that if we have not agreed to or do not acquire Detractions for any Card type (i) we have no liability or responsibility whatsoever for the settlement of or disputes regarding those transactions and (if) you will pursue directly with the related Card Organization all claims and disputes regarding those transactions. You agree to pay us for per item processing, authorization and other fees in the Application for any non- acquired transaction services you receive from its. 3 8.1, Refunds. • You most promptly complete and submit a Credit Deft for the total amount of the Credit, which must include the following information: — The account number and expiration date; — The Cardholder's name; — Your name, city, state and Merchant Account Number; — A description of the goods or services; — The transaction date of the Credit; — The total amount of ilia Credit; and — For Discover Network transactions, the approved currency used and the signature of your authorized representative or employee. • You cannot process a Credit transaction that does not correspond to a refund on a previous transaction on the original Sales Draft. • Full refunds must be for the exact dollar amount of the original transaction including tax, handling charges, etc, (You must identify the shipping and handling charges in- curred.) The refund amount may not be for more than the original Card sale amount • All dollar amounts and other handwritten information must be dearly written. (Stray marks on the Credit Draft will render it mhsconnable /'illegible. • Do not circle or underline any information on the Credit Draft. • Imprint the Credit Draft with the same Card used by die Cardholder to make the original purchase when applicable. You should not credit an account that differs from the account used for the original transaction. • Never give cash or check Credit refunds for Card sales. • Nave the Cardholder sign the Credit Draft, give the Cardholder the appropriate copy, and deposit the Credit Deft immediately. Failure to process a Credit within five (5) calendar days may result in a Chargeback. • Authorization is not required for Credits. • You cannot intentionally submit a sale and an offsetting Credit at a later date solely for the purpose of debiting and crediting your own nr a customers account. • You are responsible for paying all refunds submitted to us on your merchant account We assume no responsibility for verifying any Credits or refunds. • Do notprocess a credit tansaction once a Chargeback is received. Credits issued after a Chargeback has been received may not be recoverable and the merchant would be financially responsible for the credit as well as the Chargeback. • YOU ARE RESPONSIBLE TO SECURE YOUR TERMINALS AND TO INSTITUTE APPROPRIATE CONTROLS TO PREVENT EMPLOYEES OR OTHERS FROM SUB- MITTING CREDITS THAT DO NOT REFLECT BONA FIDE RETURNS OR REIM- BURSEMENTS OF PRIOR TRANSACTIONS. 8.2. Exchanges. • No additional paperwork is necessary for an even exchange. just follow your standard company policy. • For an uneven exchange, complete a Credit Draft (follow the procedures outlined in Section 8.1) for the total annum of only the merchandise returned. The Cardholder's accountwili be credited for that amount Then, complete a new Sates Draft for the total amount of any new merchandise pnrcleased. 9.1. Retain Legible Copies. For ivla,terCyiij and V j : You must securely retain legible copies of all Sales Drafts and Credit Drafts or any other transaction records for a period of eighicen (18) months from Elie date of each transaction and a period of five (5) years for the retention of bealthcare Sales Drafts and Credit Drafts. The Sales Drifts you retain must comply with all require- ments (see Section 3.1). For Dimmer NotuAt You must securely retain legible copies of all Sales Drafts and Credit Drafts orany other transaction records for the longer of (i) 365 days or (a) the rem - luther of any pending or threatened disputes, claims, disagreements or litigation involving the Card transaction. You most also keep Images or other copies of Sates Drafts for no less than three (3) years from the date of the Discover Network transaction. 9.2. Provide Sales and Credit Drafts. You must providc all Sales Drafts and Credit Drafts or utter transaction records requested by us within the shortest time limits enab- Relied by Card Organization Rules. You are responsible for any deficiencies in Card trans- action data transmitted or otherwise delivered to us. 9.3. Ensure Proper Retrieval Fulfillment. To ensure proper Retrieval fulfillments and /or Chargeback processing, Sales Drafts and Credit Drafts most contain the full account number and expiration data to the extent permitted by applicable law and Card Orgami zation Rules (see Section 3.1). Failure to retain this infomhation could result in a future Chargeback to your account. r a w 10.1.. Chargebacks. 10.1.1. Generally. Both the Cardholder and the issuer have the right to question or dispute a tensocdon. If such questions or disputes are not resolved, a Chargeback may occur. As a result, we will debit your Settlement Account or settlement funds for the amount of each Chargeback. it is strongly recommended that, whenevm possible, you Contact the Cardholder directly to resolve a disputed transaction or Chargeback, unless the dispute involves a Discover Network Cardholder, in wbich case Discover Network rules and regu- lations expressly prohibit you from contacting the Discover Network Cardholder regarding the dispute. You are responsible for all Chargebacks, our Chargeback fees related Costs arising from your transactions. 10.1.2. Transaction Documentation Requests. ht some cases, before a Charge- back is initiated, the Issuer will request a copy of the Sales Draft, via a request for transit- tion documentation. We will forward the request to you. You must respond to the request within the lime frame and manner set forth in the request. We will then forward your response to the Issuer. If you fail to timely respond, we will so notify the Issuer and a Chargeback may result Upon receipt of a transaction documentation request, immediately retrieve the requested Sales Deft(s) using the following guidelines: • Make a legible copy, centered on 8 h x 11-inch paper (only one (1) Sales Draft per page). • Write the'eam number' fromthe request forimnsaction documentation on each copy/ page • if applicable, make copies of a hotel folio, car rental agreement, mail/phonelmtemet order form, or other force of receipt. • If i Credit transaction has been processed, a copy of the Credit Draft is.also required. • Letters are not acceptable substitutes for Sales Drafts. • Pax or mail legible Copies of the Sales Draft(s) and Credit Drafts, if applicable, to the in number or mail address provided on the request form. • If you fax your response, . please set your fax rhrachine to print your fax number and name on the documents that you send. We can use this information to help determine where the documentation received originated from should additional research be required. • Additionally, please set the sun resolution on your fax machine to the highest setting. The higher resolution setting improves the clarity, of characters and graphics on the documentation transmitted and helps reduce the number of Illegible fulfillments and/or Chargebacks. If we do not receive a clear, legible and complete copy of the transaction documentation within the beef same specified on the request, you may be subject to a Chargeback for "non- reeelpl" for which there is no recourse. A handling fee may be charged by the issuer and will be debited from your Settlement Account or settlement funds if, a transaction documentation request results from a differ. ence, in the following information on the Sales Draft and the transmitted record: Merchant name or an incorrect city, state, foreign country and /or transaction date. 10.1.3. Chargeback Process. Regardless of whether you respond to a transaction docmnentation request, a Chargeback may be debited to your Settlement Account for numerous reasons (see below). if the issuer submits a Chargeback, we will send you a Chargeback notification, which may also include a request for transaction documentation. Due to the short time requirements imposed by MasterCard, Visa and Discover Network, it is extremely important that you respond to a Chargeback notification and transaction documentation request within the time frame set forth in the notification. Do not process a Credit ram etion once a Chargeback I$ received; the Issuer will credit the Cardholders account. Credits issued after a Chargeback has been received may nut be recoverable and the merchant would be financially responsible for the Credit as well as the Chargeback. if the information you provide is both timely and, in our sole discretion, sufficient to warrant a repres oara nt of the transaction and /or reversal of the Chargeback, we will do so on your behalf. However, representment and /or reversal is /are ultimately contingent upon the Issuer and /or Cardholder accepting the transaction under applicable Cud Organization guidelines. Representment or reversal is not a guarantee that the Charge- back has been resolved in your favor. For Visa Chargebacks if we reverse the Chargeback and represent the transaction to the Issuer, the Issuer, at its sole discretion, may elect to submit the matter for arbitration before Visa. Visa currently charges a $250 filing fee and a $250 review fee, if a decision is made in favor of the Cardholder and/or Issuer, and the Chargeback is upheld, you will be responsible for all such fees and any other applicable fees and penalties imposed by Visa, as they may change from time to tine. Such fees and penalties will be debited from your Settlement Account or settlement funds, in addition to the Chargeback. . pnr A4aster( -art) C ha ¢back.: If we reverse the Chargeback and represent the trans- action to die Issuer, the Issuer, at its sole discretion, may elect to resubmit the Chargeback. In such event, at the discretion of Processor, we will debit your Settlement Account or settlement funds for tie Chargeback. However, if you feel strongly that it is au invalid Chargeback, we may, on your behalf and at your request, submit the matter for arbitration Wore MasterCard. MasterCard currently charges a $150 filing fee and a $250 review fee. If a decision is made in favor of the Cardholder and/or Issuer, and the Chargeback is upheld, you will be responsible for all such fees and any other penalties imposed by MasterCard as they may change from time to time. Such fees and penalties will be debited from your Settlement Account or settlement funds, in addition to the Chargeback. For Discover NawRik—Chumdacka., If Discover Network rejects our representment request and you feel strongly that the Chargeback is invalid, we may, at the discretion of Processor and on your behalf and at your request, submit the matter for dispute arbitration before Discover Network. Discover Network charges fees for representment requests and an arbitration Fee as published in their fee schedule. If the Chargeback is not disputed within the applicable time limits set forth by MasterCard, Visa, and Discover Network rules and regulations, reversal rights are Forfeited. Our only alternative, for Visa and MasterCard non -fraud Chargeback reason codes, is to attempt a "good faith collection" from the Issuer on your behalf. This process can take up to six (6) months and must meet the Issuer's criteria (e.g., at or above a set dollar amount). Good faith collection attempts are not a guarantee that any funds will be collected on your behalf, Issuers normally charge good faith collection fees, which are deducted from the transaction amount if accepted in addition to any processing fees that are charged by us. NOTE: Discover Network does not offer good faith collection for Acquirers. MasterCard and Visa Card Organization Rules require that a merchant make a good faith attempt and be willing and able to resolve ainy disputes directly with the Cardholder. Discover Network miles and regulations, however, prohibit you and/or its from contacting the Cardhokler directly regarding dispute(s) or any other matter, except as required for acceptance of Discover Network transactions, and require you and/or us to submit any responses to dispute notices directly to Discover Network. Due to Card Organization Rules, you may not re -bill a Cardholder after a Chargeback is received for that transaction, even with Cardholder authorization. We strongly recommend that you include a derailed rebuttal letter along with all per- tinent documents when responding to a transaction request or a Chargeback notification (e.g., rental agreement, imprinted portion of the invoice or Sales Draft; the portion signed by the Cardholder; and the area where the authorization codes, with amounts and dates, are located). Due to the short time frames and the supporting documentation necessary to success- fully (and permanently) reverse a Chargeback in your favor, we strongly recommend the following: • Avoid Chargebacks by adhering to the guidelines and procedures outlined in these Operating Procedures. • If you do receive a Chargeback, investigate, and if you dispute the Chargeback, submit the appropriate documentation within the required time frame. • Whenever possible, contact the Cardholder directly to resolve the dispme, unless the dispute relates to a Discover Network Cardholder, in which use direct contact with the Discover Network Cardholder regarding the dispute is prohibited by Discover Network Card Organization Rules. • if you have any questions, call Customer Service. 10.1.4. Chargeback Reasons. The following section outlines the most common types of Chargebacks. This list is not exhaustive. For ease of understanding, we have com- bined like Chargebacks into six groupings. We have included recommendations on how to reduce the risk of Chargebacks within each group. These are recommendations only, and do not guarantee that you will be able to prevent Chargebacks. I. Authorization issues: Proper Authorization procedures were not followed and valid Authorization was not obtained. The following scenarios could cause an Authorization Related Chargeback to occur: • Authorization not obtained. • Authorization was declined. • Transaction processed with an expired card and Authorization was not obtained. • Transaction was processed with an invalid account. number and Authorization was not obtained. • Card Recovery Bulletin (CRB) or Exception File was not checked (transactions below floor limit). To reduce your risk of receiving an Authorization Related Chargeback: • Obtain valid Authorization on the day of the transaction — Card Present Transactions- Authorization must be obtained on the transaction bate for the amount settled. — Card Not Present Transactions - Authorization most be obtained on the transaction date for the amount settled. However, if merchandise is being shipped, Authoriza- tion must be obtained within seven calendar days of the transaction ship date. • If a declined response is received, then request another form of payment from the Cardholder. • If a Referral response is received, then follow proper voice procedures to obtain a valid Authorization and obtain an imprint of the card. • "Pick-up" response, indicates that the Issuer is requesting for the card to be retained and returned back to them. The Card should not be accepted for payment. Additionally, you can choose to retain the Credit Card and return it to the Acquirer. • Merchants should not exceed any predetermined thresholds for specific terminal types as specified by each Card Organization. 2. Cancellations and Returns: Credit was not processed properly or the Cardholder has cancelled and /or returned items The following scenarios could cause a Cancellation and Return Related Chargeback to occur: • Cardholder received damaged or defective merchandise. • Cardholder continued to be billed for cancelled recurring transaction. • Credit transaction was not processed. To reduce your risk of receiving a Cancellation and Return Related Chargeback: • Issue Credit to the Cardholder for the same account as the purchase in a timely manner. — Do not issue Credit to die Cardholder in the form ofcasb, check or in- store /memban- dise Credit as we may not be able to recoup your funds in the event the transaction Is charged back. • Ensure customers are fully aware of the conditions for recurring transactions. Cancel recurring billings as soon as notification is received from the Cardholder or as a Charge- back, and Issue the appropriate Credit as needed to the Cardholder in a timely manner. • Pre - notify the Cardholder of billings within 10 days (Domestic) and 15 (International) prior to billing, allowing the Cardholder time to cancel the transaction. • Provide proper disclosure of your refund policy for returned/cancelled merchandise, or services to the Cardholder at the time of transaction. — Card present, Cardholder signed the Sales Draft containing disclosure. • If applicable, the words "NO EXCHANGE, NO REFUND" etc, musebe clearly printed in 1/4 inch lettering on the Sales Draft near or above the Cardholder signature. — Ecommerm, provide disclosure on website on some page as check out requiring Cardholder to click to accept prior to completion — Card Not Present, provide cancellation policy at the time of the transaction. — Provide cancellation numbers to Cardholder's when lodging services am cancelled. • Ensure delivery of the merchandise or services ordered to the Cardholder. 3, Fraud.- Transactions that the Cardholder claims are unauthorized; the account ne m- ber is no longer in use or is fictitious, or the merchant was identified as "high risk." The following scenarios could cause a Fraud Related Chargeback to occur: • Multiple transactions were completed with a single card without the Cardholder's permission. • Counterfeit card was utilized and proper acceptance procedures were not followed. • Authorization was obtained; however, full track data was not transmitted. • Cardholder states that they did not authorize or participate in the transaction. NOTE: Visa Fraud Chargebacks: Chargeback representment rights do not exist if you failed to fulfill a retrieval request and/or provide a sales slip that contains all required data efetuents. To preserve Chargeback representation rights, respond to all retrieval requests with a clear legible copy of the imnsaction document that contains all required data elements within the required timeframe that is specified by the retrieval request. To reduce your risk of receiving a Fraud Related Chargeback: Card PresentT nsactionil • Obtain an Authorization for all transactions. • If you are utilizing an electronic device to capture card information, swipe all Card transactions through your electronic authorization device to capture Cardholder infer. motion and ensure the displayed Cardholder number matches the number on the Card. • if you are unable to swipe the Card or if a Referral response is received, imprint the Card using a valid imprinting device tHat willcapture the embossed Card and merchant information. Do act alter the imprint on the draft in any way. Manually entering The information into the terminal does not protect you from this type of Chargeback. All pertinent information relating to the transaction must be written on the manually Imprinted draft (transaction date, dollar amount, authorization code and merchandise description) along with the Cardholder signature. NOTE: Do not imprint on the back of a signed Sales Drag, The imprint must be on the transaction document hat contains all transaction elements to prove the Card was present at the time of the transaction. • Obtain the Cardholder signature for all transactions; ensure the signature on the Sales Drift snatches the signature on the back of the Card. • Process all transaction one time and do not Batch out transactions multiple times. • Educate staff on procedures to eliminate point of sale (POS) fraud. Card Not Present Transa t5 ions: • Participation in recommended Fraud Prevention Tools: - Verified by Visa Program - MasterCard SecureCode - Address Verification Services - CVV2, CVC2 and CID Verification NOTE: While transactions utilizing these tools may still be disputed, the service may assist you with your decision to accept the Card for the minsaction. • Ensure you ship to the AVS confirmed address (bill to and ship to should match). Obtain Authorization for all transactions. • Ensure merchant descriptor matches the time of the business and is displayed correctly on the Cardholder statement. • Ensure descriptor includes correct business address and a valid customer service number. 4. Cardholder Disputes: Merchandise or services not received by the Cardholder, Merchandise defective or not as described. The following scenarios could cause a Cardholder Dispute Chargeback to occur: • Services were not provided or merchandise was not received by the Cardholder. • The Cardholder was charged prior to merchandise being shipped or merchandise was not received by agreed upon delivery date or location. • Cardholder received merchandise that was defective, damaged, or mundmd for the purpose sold, or did not match the description on the transaction documentation/ verbal description presented at the time of purchase. • Cardholder paid with an alternate means and their Card was also billed for the same transaction. • Cardholder cancelled service or merchandise and their Card was billed. • Cardholder billed for a transaction that was not pan of the original transaction document. - To reduce your risk of receiving a Cardholder Dispute Related Chargeback: • Provide Services or Merchandise as agreed upon and described to the Cardholder, clearly indicate the expected delivery date on the sales receipt or invoice. • Contact the Cardholder in writing if the merchandise or service cannot be provided or is delayed, and offer the Cardholder the option to cancel if your internal policies allow. • In the event that the Cardholder received defective merchandise or the merchandise received was not as described; resolve the issue with the Cardholder at first contact. • If the merchandise is being picked tip by the Cardholder, have them sign for the merchandise after inspection that it was received in good condition. • Do not charge the Cardholder until the merchandise has been shipped, ship according to the agreed upon terms and obtain signed Proof of Delivery from the Cardholder. • if unable to provide services or merchandise, issue a Credit to Cardholder in a timely manner. • Accept only one form of payment per transaction and ensure the Cardholder is only billed once per transaction. • Do not bill Cardholder for loss, theft or damages unless authorized by the Cardholder. S. Processing Errors: Error was made when transaction was processed or it was billed incorrectly. The following scenarios could cause a Processing Error Chargeback to occur: • Transaction was not deposited within the Card Organization specified timefmme. • Cardholder was issue a Credit Draft; however, the transaction was processed as a sale. • Transaction was to be processed in a currency other than the currency used to settle the transaction. • The account number or transaction amount utilized in the transaction was incorrectly entered. • A single transaction was processed more than once to the Cardholder's account. • Cardholder initially presented Card as payment rot the transaction; however Cardholder decided to use an alternate form of payment. • Limited amount or self - service terminal transaction was processed for an amount which is over the pre - determined limit. To reduce your risk of receiving a Processing Error Related Chargeback: • Process all transactions within the Card Organization specified dineframes. • Ensure all transactions are processed accurately and only one time. cis0710 NOTE: In the event that a transaction was processed more than once; immediately issue voids, transaction reversals or Credits. • 'Ensure that credit transaction receipts are processed as Credits and sale transaction receipts am processed as sales. • Ensure all transactions received a valid Authorization Approval Code prior to pro- cessing the transaction and obtain a legible magnetic swipe or imprinted Sales Draft that is signed. • Do not alter transaction documentation or make any adjustments unless the Card- holder has been contacted and agrees to any modifications of the transaction amount. • Ensure limited amount, self- service and automated fuel dispenser terminals are set properly to conform to the pre- determined Ihnim. 6. Non Receipt of Information: failure to Respond to a Retrieval Request or Card- holder Does Not Recognize The following scenarios could cause Non Receipt of Information Chargeback to occur: • The transaction documentation was not provided to fulfill the retrieval request. • The retrieval request was fulfilled with an illegible Sales Draft or was an invalid fulfill- ment (incorrect sales draft or sales draft did not contain required information which may include signature). • The Cardholder does not recognize or is unfamiliar with the transaction due to the merchant name and /or location not matching the name and /or location where the transaction took place. To reduce your risk of receiving a Non Receipt of Information Related Chargeback: • Provide a clear and legible copy of die Sales Draft that contains all required data ele- ments within the required timefmme that is specified or the retrieval request • Ensure that the most recognizable merchant name, location and /or customer service phone number is provided on all transactions. • Retain copies of all transaction documentation for the required timeframe that is spec- ified by each Card Organization. • Develop efficient methods to retrieve transaction documentation to maximize ability to fulfill requests. 10.2, Other Debits. We may also debit your Settlement Account or your settlement funds in the event we are required to pay Card Organization fees, charges, lines, penalties or other assessments as a consequence of your sales activities. Such debits sball not be subject to any limitations of time specified elsewhere in the Agreement, including, without limitation the following, which we may add to or delete from this list as changes occur in the Card Organization Rules or our Operating Procedures pursuant to Section 15: • Card Organization fees, charges, lines, penalties, registration fees, or other assessments including any fees levied against us or any amount for which you are obligated to indemnify us. • Currency conversion was incorrectly caleulated. NOTE: Por Discover Network transactions, you are not Pertained to convert from your local Discover Nemeth approved currency into another currency, nor may you quote the price of a trans- action in U.S. Dollars if completed in another approved currency. • Discount Rate not previously charged. • Reversal of deposit posted to your account in error. • Debit for Summary Adjustment not previously posted. • Reversal of Credit for deposit previously posted. • Debit for Chargebadt never posted to your account • Debit for F.DC Batch error fee • Card Organization Merchant Chargeback /fraud monitoring fees - excessive Charge- back handling fees. • Failure of transaction to meet Member Controller Authorization Service ( "MCAS ") - Card mider account number on exception file. • Original transaction currency (foreign) not provided. • Travel Voucher exceeds maximum value. • Debit and/or fee for investigation and /or Chargeback costs related to this Agreement, or for costs related to oar collection activities in an amount no less than 5100.00. • Costs arising from replacement or damage to equipment rented. • Payment of current or past due amounts for any equipment purchase, rental or lease. • Incorrect merchant descriptor (name and /or city, state) submitted. • Incorrect transaction date submitted. • Shipping and handling interchange fees. • Costs or expenses associated with responding to any subpoena, garnishment, levy or other legal process associated with your account in an amount no less than $150.00. 10.9. Summary (Deposit) AdjustmentsfElectronic Rejects. Occasionally, it is necessary to adjust the dollar amount of your summates /Submissions (deposits) and credit or debit your Settlement Account or settlement funds accordingly. The following is a list of the most frequent reasons for Summary (Deposit) Adjustments /D-lec tonne Rejects: • Your summary reflected an arithmetic error. • Submitted sales not included in your Agreement (e.g., American Express), The dollar amount is unreadable /illegible. o. • The Cardholder's account number is unreadable /illegible. • Duplicate Sales Draft submitted. • Card number is incorrect /incomplete. • Summary indicated credits, but no credits were submitted. 10.4. Disputing Other Debits and Summary Adjustments. In order to quickly resolve disputed debits and Summary Adjustments, itis extremely important that the items listed in this section be faxed or sent to the address listed on the notification. If the Summary Adjustment is for an unreadable or incorrect Cardholder account number, resubmit the corrected Sales Draft with your next deposit. Also, if the transaction is over thirty (30) calendar days old, you must reauthorize and obtain a valid Authorization Approval Code. A clear and legible copy of the Sales Draft containing the following should be obtained from your files: • Date ofsale/Credit; • Cardholder's account number, name and signature; • Total amount of the sale and description of goods and services; and • Date and Authorization Approval Code. include a dated cover letter detailing the reasons for requesting a review of the debit or Summary Adjustment and documentation to support your dispute. (You should retain a copy of the correspondence and all documentation for your files.) If the Inquiry is related to prior correspondence, be sure to include the control number we previously used. Immediately fax or mail the Sales Draft or Credit Drafts to the fax number or address provided on your notification letter. If you have any questions, please call the Customer Service number provided on the last page of this Program Guide. If a Customer Service Representative informs you that Additional documentation is required in order to fully review the item, please immediately submit your rebuttal and transaction documentation to the fax number or address listed on the debit notification. 1 I.1. Change of Settlement Account Number, if you change the Settlement Ac- count in which you receive the proceeds of your transactions, you must call Customer Service or your Relationship Manager immediately If you accept payment types other than Visa, MasterCard and Discover Network (such as the American Express Card), you are also responsible for contacting the Card Organizations or companies governing those Cards to notify them of this change. 11.2. Change inYour Legal Name or Structure. You must cult Customer Savo.ce or your Relationship Manager and request a new Agreement 11.3, Change in Company DBA Name,Address orTelephone /Facsimile Number. To change your company or location DBA name, address or telephone /facsimile number, you must send the request in writing to the address on your statement. I I A. Other Change(s) in Merchant Profile. You must immediately notify us of any change to the information on file with its In your merchant profits, including: (f) any new lines or types ofbusiness; (if) change in ownership; (iii) the opening, closing or liquidation of business or any location; (iv) change in Card processing method (i.e., paper Sates Drafts to POS Device); (v) voluntary or involuntary parry to a bankruptcy case; (NO entry into a loan or other agreement with a Person that seeks to affect this Agreement; and /or (vii) change from a business that exclusively conducts Card - present retail sales to one that accepts Card sales by mail, telephone or Internet transactions. We retain the right to tea minate this Agreement if you fail to notify us of any change to the information in your merchant profile. I I.S. Charges for Changes to Account Maintenance. You may be charger) for any changes referenced in this Section or any other changes requested by you or otherwise necessary related to account maintenance. w MasterCard, Visa and Discover Network have established guidelines, merchant monitoring programs and reports to track merchant activity such as, but not limited to excessive Credit, reported fraud and Chargebacks, and increased deposit activity" In the event you exceed the guidelines or submit suspicious transactions as identified by an Card Organi- zanon or any related program or reports, you may be subject m: (1) operating procedure requirement modifications; (to Chargebacks and/or increased fees; Gil) settlement delay or withholding; (iv) termination of your Agreement; or (v) audit and imposition of fines. Placing Orders. • To order additional supplies, call Customer Servicewhen you have two months' inven- tory left. We wilt ship you an adequate amount of supplies. The amount of supplies (based on usage) on hand should not exceed a three m six -month supply • In an EMERGENCY, please contact Customer Service using the number provided on the last page of this Program Guide. • We recommend that you store all supplies in a safe location. • You may be charged for supplies and applicable shipping and handling charges. os0710 a in addition to the preceding Operating Procedures. our Agreement with you includes the following General Terms. If you fail to follow any of the provisions of the Operating Procedures or General Terms, you may incur certain liabilities and we may terminate our Agreement. Subject to Card Organization Rules, Services may be performed by us or our agents, in- cluding, without limitation, our respective Affiliates, including the provision of terminals or other equipment and local support functions in connection with this Agreement. NIMEMEM You agree to follow all requirements of this Agreement in connection with each Card transaction and to comply with all applicable Card Organization Rules, including without limitation, the dam security requirements described in Section 4 above. From time to time, we may amend the Operating Procedures, by Providing you with at )cast 20 days' prior written notice, and those provisions will be deemed incorporated into this Agreement. However, for changes in the Card Organization Rules or for security reasons, certain changes in Card procedures may become effective on shorter notice. If there are any mean, sismades between the General Terms and die Operating Procedures, the General Terms will govern. You are responsible for staying apprised of all applicable changes to the Card Organization Rules and maintaining compliance with the Card Organization Rules, Card Organization Rules may be available on web sites such as hitnJ /uca vita cmt>/merchantsJ and hltp/masterc d rm "rrh?n , , as those links may change from time to that- 16 L We will only be required to settle Card transactions for Card types specified in your Application. Promptly after presentment of Sales Drafts pursuant to the Operating Procedures, we will initiate a transfer of the applicable settlement funds to you. 16.2. All settlements for Visa, MasterCard and Discover Network Card transactions will be net of Credits, Summary Adjustments, applicable discount fees when due, Chargebacks and any other amounts then due from you. We may also set off from any payments other- wise due, any amounts owed to any of our respective Affiliates, whether or not arising out of or related to this Agreement 163. All credits to your Settlernent Account or other payments to you are provisional and are subject to, among other things, our right to deduct fees, our final audit, Chargebacks (including our related losses), and fees and fines imposed by the Card Organizations. You agree that we may debit or credit your Settlement Account for any deficiencies, overages, fees, pending Chagebacks and any other amounts owed to us or any of our respective Affiliates, or we may deduct such amounts from settlement funds or other amounts due to you Gran us, or our respective Affiliates. Alternatively, we may elect to invoice you for any such amounts, net due 30 days after the invoice date or on such earlier date as may be specified. 16.4. We will not be liable for any delays in receipt of funds or errors in debit and credit entries mused by you or any Person. 16.S. In addition to any other remedies available tons under this Agreement, you agree that should any Event of Default (see Section 216) occur, we may, with or without notice. change processing or payment terms and/or suspend credits or other payments of any and all funds, money and amounts now due or hereafter to become due to you pursuant to the teals of this Agreement, until we have had reasonable opportunity to investigate such event - 16.6. You acknowledge and agree that transfers to and from the Settlement Account shall be based on the account number and routing number supplied by you. N +e are not responsible for detecting errors in any Settlement Account information you provide, including the account numbers and routing numbers, even if any of those numbers do not correspond to the actual account or financial institution Identified by name. 161. This Agreement is a contract whereby we are extending financial accommodations to you within the meaning of Section 365(c) of the U.S. bankruptcy code. Your right to receive any amounts due or to become due from us is expressly subject and subordinate to Chargeback, setoff, lien, security interest and our rights to withhold settlement funds under this Agreement, without regard to whether such Chmgeback, setoff, lien, security interest and the withholding of settlement funds rights are being applied to claims that are liquidated, unliquidamd, fixed, contingent, matured or unmatured. During the term of this Agreement, you shall use us as your exclusive provider of all Services. p 18.1. in consideration of the Services provided by us, you shall be charged, and hereby agree to pay us any and all fees set forth in this Agreement (for the purposes of clarity, this includes the Application and any additional pricing supplements or subsequent com- munications), all of which shall be calculated and payable pursuant to the terms of this Agreement and any additional pricing supplements or subsequent communications. You acknowledge that for Visa, MasterCard and Discover transactions, we will process your Card transactions at the Rate 1 Discount Rate only when your transactions meet certain criteria set by the applicable Association and us. When your Card transactions fail to meet those qualification criteria, we will process your transactions at the higher Rate 3 Discount Rate (or, in certain circumstances, at an intermediate Rate 2 Discount Rate) indicated in this Merchant Application and Agreement. The Current requirements for the Rate I Discount Rate anti, if applicable, the Rate 2 and Rate 3 Discount Rates will be provided to you upon signing of the Merchant Application and Agreement. You may also request a copy at shy time you're your sales representative or by calling customer service. For more information on Viszs and MasterCard's interchange rates, please go to ids o and www roasttrRaTd tom. 18.2. All authorization fees will he charged for each transaction that you attempt to authorize. All capture fees will be charged for each transaction that you transmit to us for settlement. 18.3. The fees for Services set forth in this Agreement are based upon assumptions associated with the anticipated annual volume and average transaction size for all Services as set forth in this Agreement and your method of doing business. If the actual volume or average transaction size are nor as expected or if you significancy alter your method of doing business, we may adjust your discount fee and transaction fees without prior notice. 18.4. The fees for Services set forth in this Agreement may be adjusted to reflect increases, or new fees imposed by Card Organizations, including without limitation, interchange, assessments and other Card Organization fees, or to pass through increases or new fees charged to us by other Persons related ro the Services. All such adjustments shall be your responsibility to pay and shall become effective upon the date any such change or addition Is implemented by the applicable Card Organization or other Person as specified in our notice to you. 18.5. Subject to Section 23.3 -, we may also increase our fees or add new fees for Services . for any reason at any time, by notifying you twenty (20) days' prior to the effective date of any such change or addition. 18.6. if you receive settlement funds by ame tansfer, we may charge a wire transfer fee per Wire. 18.7, To the extent the Automated Clearing House ( "ACH ") settlement process is used to effect debits or credits to your Settlement Account, you agree to be bound by the terms of the operating rules of the National Automated Clearing House Association, as in effect from time to time. You hereby authorize us to initiate credit and debit entries and adjust- ments to your account through the ACH network and/or through direct instructions to the financial institution where your Settlement Amount is maintained for amounts due vial" this Agreement and under any agreements with as or our respective Affiliates for any related services, as well as for any credit entries in error. YOU hereby authorize the financial Institution where your Settlement Account is maintained to area all such debits and credits to your account. This authority will remain in full force and effect until we have given written notice to the financial institution where your Settlement Actount is main- tained that all monies due under this Agreement and under any other agreements with us or our respective Affiliates for any related services have been paid in full. 18.8. You agree to pay any fines imposed onus by any Card Organization resulting from Chargebacks and any other fees or fines imposed by a Card Organization with respect to your acts or onissions. You am also responsible for any fines or fees imposed on us as a result of acts or omissions by your agents or third parties. 18.9, If your Chargeback percentage for any line of business exceeds the estimated industry, Chargeback percentage, you shall, in addition to the Chargeback fees and any applicable Chargeback handling fees or fines, pay us an excessive Chargeback fee for all Chargebacks occurring in each month in such line(s) of business. Each estimated industry Chageback percentage is subject to change from time to time by us in order to reflect changes in the industry Chargebaelt pemenrages reported by Visa, MasterCard or Discover Network, Your Chargeback Percentage will be calculated as the larger of (a) the total Visa, MasterCard and Discover Network Chargeback items in any line of business in any calen- dar month divided by the number of visa, MasterCard and Discover Network Musactios in that line of business submitted that month, or (b) the total dollar amount of Visa, MasterCard and Discover Network Chargebacks in any line of business received in any calendar month divided by the total dollar amount of your Visa. MasterCard and Discover Network transactions in that line of business submitted in that month 18.10. You must promptly and carefully reviav statements or reports provided or made available to you ou (physically, electronically or otherwise) reflecting Card transaction activity, including, activity in the Settlement Account and Reserve Account, whether provided by its or others. if you believe any adjustments should be made with respect to your Settlement Account, you must notify us in writing within sissy (60) days after ally debit or credit is or should have been effected or such shorter period as provided in the terms and conditions that govern such account. IIyou notify us after such time period, we may, In our discretion, assist you, at your expense, in investigating whether any adjustments are appropriate and whether any amounts are due to or from other Faiths, but we shall not have any obligation to investigate or effect any such adjustments. Any voluntary efforts by us to assist you in investigadug such matters shall not create any obligation to continue such investigation or any future invcstigattai. 18.11. If you do not pay us all fees and any other amounts due tinder this Agreement within thirty (30) days of the date of our merchant statement or other statement setting forth the amount due, than we may, in our sole discretion, charge you interest, for such time that the amount and all accrued interest remain outstanding at the lesser of (I) the per annum rate equal to Ranks then current prime rate plus two percent (2%), hued on a 360 day year, or (if) the maximum rate permitted by applicable law. cis0710 MIME 19.1. You shall be responsible for reimbursing us for all transactions you submit that are charged back. See the Operating Procedures for additional information regarding Charge - backs and Chargeback procedures. 19.2. You shall reimburse us for any Chargebacks, return items, or other losses resulting from your failure to produce a Card transaction record requested by us within the appli- cable time limits. FEE otter warranties hereunder, you represent, warrant to and covenant with, us, and with the submission of each Sales Draft reaffirm, the following rep- resentations, warranties and/or covenants: 20.1.1. each Card transaction is genuine and arises from a bona fide transaction per- missible under the Card Organization Rules by the Cardholder directly with you, represents a valid obligation for the amount shown on die Salts Draft, preauthorized order, or Credit Draft, and does not involve the use of a Card for any other purpose; 20.1.2. each Card transaction represents an obligation of the related Cardholder for the amount of the Card transaction; 20.1.3. the amount charged for each Card transaction is not subject to any dispute, setoff or counterclaim; 20.1.4. each Card transaction amount is only for respective merchandise or services (including taxes, but without any surcharge) sold, teased or rented or other payments to you and, except for any delayed delivery or advance deposit Card transactions expressly authorized by this Agreement, that merchandise or service was actually delivered to or Far. formed for the Cardholder entering into that Card transaction simultaneously upon your accepting and submitting that Card transaction for processing; 20.1.5. with respett to each Card transaction, you have no knowledge or notice of any fact, circumstance or defense which would indicate that such Card transaction is fmuduliau or not authorized by the related Cardholder or which would otherwise impair the validity or collectability of that Cardholders obligation arising from that Card transaction or relieve that Cardholder from liability with respect thereto; 20.1.6. each Card transaction is made in accordance with these General Temns, Caul Organization Rules and die Operating Procedures; and 20.1.7. each Sales Draft is free of any alternation not authorized by the related Card- holder, 20.1.8. you have completed one Card transaction per sale; or one Card transaction per shipment of goods for which the Cardholder has agreed to partial shipments; 20.1.9. you are validly existing, in good standing and free to enter into this Agreement; 20.1.10. each statement made on the Application or other infomratioh provided to us to support of this Agreement is true and correct; 20.1.11. you are not doing business under a name or style not previously disclosed to us; 20.1.12. you have not changed the nature of your business, Card acceptance prac- tices, delivery methods, return policies, or types.of products or services sold requiring a different merchant category code under Card Organization Rules, in a way not previously disclosed to us; 20.1.13. you will use the Services only for your own proper business purposes and will not resell, directly or indirectly, any part of the Services to any Person; 20.1.14. you have not riled a bankruptcy petition not previously disclosed to us; 20.1.15. you awn and control the Settlmnent Account, and no third party security interest or lien of any type exists regarding the Settlement Account or any Card transaction. 20.1.16. you will not at any time during die term of this Agreement, or until all amounts due under ibis Agreement have been paid in full, grant or pledge any security interest or Nett in the Reserve Account, Settlement Account or transaction proceeds to any Person without our consent 20.2. THIS AGREEMENT h5 A SERVICE AGREEMENT. WE DISCLAIM ALL. RFPRF.- SENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARD - ING.QUALITY, sU[IABILLfy, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHERWISE OP A14Y SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY SERVICES OR ANY GOODS PROVIDED BY ..A THIRD PARTY. 20.3. IN NO EVENT SHALL WE- OR OUR AFFILIATES OR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL THEORY FOR LOST - PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREE- MENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCI{ DAMAGES. CLIENT ACKNOWLEDGES AND AGREES 7PIAT PAYMENT OF ANY CANCELLATION FEE OR LIQUIDATED DAMAGES AS PRO- VIDED ELSEWHERE IN THIS AGREEMENT SHALL NOT BE PROHIBITED BY THIS PARAGRAPH. .20.4. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY (INCLUDING BUT NOT LIMITED TO SECTIONS 26 or 20.5), OUR CUMULATIVE LIABILITY POP, ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES OR DAMAGES FOR ANY CAUSE V.ndATSOEVER (INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED TO THIS AGREEMENT), REGARDLESS OF THE FORM Or ACTION OR LEGAI. THEORY, SHALL NOT EXCEED, (1) $50,000; OR (11) THE AMOUNT OF FEES RECEIVED BY US PURSUANT TO TFIIS AGREEMENT FOR SERVICES PERFORMED IN THE IMMEDIATELY PRECEDING 12 MONTHS, WHICHEVER IS LESS, 20.5. NOTWITHSTANDING ANYTHING IN THISAGREFMENT TO THE CONTRARY (INCLUDING BUT NOT LIMITED TO SECTION 26), OUR LIABILITY FOR ANY DELAY IN FUNDING TRANSACTIONS TO YOU FOR ANY REASON, OTHER THAN FOR ANY REASON DESCRIBED IN SECTIONS 16.4 OR 16.6 WILL BE LIMITED TO INTEREST COMPUTED FROM THE DATE THAT YOU SUBMIT THE TRANSACTION TO THE DATE THAT WE FUND THE TRANSACTION AT THE RATE- OF THE FEDERALFUNDS AS SET BY THE FEDERAL RESERVE BANK OF NEW YORK, NEW YORK, FROM TIME TO TIME, LESS ONE PERCENT (1 %). 20.6. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, BANK IS NOT RESPONSIBLE, AND SHALL HAVE NO LIABILITY, TO YOU IN ANY WAY WITH RESPECT TO AMERICAN EXPRESS CARD, PIN DEBIT CARD, AND ELEC- TRONIC BENEFITS TRANSFER TRANSACTIONS, TELECHECK CHECK SERVICES,' GIFT CARD SERVICES, AND TRANSACTIONS INVOLVING CARDS FROM OTHER NON-BANK CARD ORGANIZATIONS, SUCH AS VOYAGER FLEET SYSTEMS, INC., NgiIGHf EXPRESS CORPORATION AND WRIGHT EXPRESS FINANCIAL SERVICES CORPORATION. 21.1. Unless you obtain consents from us and each applicable Card Organization, Issuer and Cardholder, you most not use, disclose, store, sell or disseminate any Card xildermfor- mation obtained in connection with a Card tramsacfion (including the names, addresses and Card ovel numbers of Cardholders) except for purposes of authorizing, completing and settling Card transactions and resolving any Clhargebacks, Retrieval Requests or similar issues involving Card transactions, other than pursuant to a court or governmental agency request. subpoena or order. You shall use proper controls for and limit access to, and tender unreadable prior to discarding, all records containing Cardholder account numbers and Card imprints. You may not retain or store Magnetic Stripe data or Card Validation Codes after a transaction has been authorized. if you store any electronically captured signature of a Cardholder, you may not reproduce such signature except upon our specific request. 21.2. You acknowledge that you will not obtain ownership rights in any Information relating to and derived from Card transactions. Cardholder account numbers, personal information and other Card transaction information, including any databases containing such information, may not be sold or disclosed to a Person as an asset upon a bankruptcy, insolvency or failure of Cheri business. Upon a bankruptcy, insolvency or failure, of Cli- ents business, all Card transaction information most be returned to Servicers or acceptable proof of the destruction of all Card transaction information must be provided to Servicers. 21.3. You will treat this Agreement, the Card Organization Rules and any information supplied or otherwise made accessible by us or our agents As confidential, including without limitation, 0) information about the products, services, operations, procedures, customers, suppliers, sales, pricing, business plans and nurketing strategies of Servicers - or Bank, their respective Affiliates and the customers, clients and suppliers of any of them; 60 any scientific or technical information, design, process, procedure, formula, or improve- ment that is commercially valuable and secret In the sense that its confidentiality affords Servicers or Bank a competitive advanfage over its competitors; and (ffi) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know -how, show -how and trade secrets, whether or not patentable or copyrigbtable and will not disclose the saute to any third parties, provided, however, that these restrictions do not apply to information: (a) rightfully obtained on a non - confidential basis from a Person and your agents and rep- resentatives, which Person was not subject to a duty of confidentiality, (b) rightfully and independently known'by you on a non- confdmr al basis prior to its disclosure or (c) generally available to the public other than through any disclosure by or fault of you, your agents or representatives. 21.3.1. Our confidential Information shall be used by you only to exerciseyour rights and to performyourobligations hereunder. Client shall receive our confidential information in confidence and not disclose the confidential Information to any third party, except as may be agreed upon in writing by us. Client shall safeguard all of our confidential information using a reasonable degree of care, but not less than that degree of can: used by it in safe - guarding its own similar information ornaterial, Upon request by us or upon termination of this Agreement, Client shall return to us or destroy all of our confidential information in its possession or control. 21.3.2. The obligations of confidentiality and restrictions on use In this Section shall not apply to any confidential information that: B) was in the public domain prior to the 01$0770 date of the Agr arrest or subsequently came into the public domain through no fault of Client; 60 was received from a third party free of any obligation of confidence of Client tb the third party and which third party, to Clients knowledge, was not under an obli- gation to keep the information confidential; (fl) was already in Client's possession prior to receipt from us; (iv) is required to be disclosed by law, regulation or court order after giving us as much advance notice as practical of the possibility of disclosure; or (v) is subsequently and independently developed by Client's employees, consultants or agents without use of or reference to our confidential information. 21.3.3. Except as specifically provided for herein, this Section does not confer any right, license, interest or tide in, to or under our confidential information to Client. Except as specifically provided for herein, no license is hereby granted to Client under any patent, trademark, copyright, trade secret or other proprietary rights of ours. 21.3.4. Client acknowledges that breach of the restrictions onuse or disclosure of any our confidmntal information would result in immediate and irreparable ham to us, and money damages would be inadequate to compensate for that hann. We shall be entitled to equitable relief, in addition to all other available remedies, to redress any breach. 21.4. With respect to any information received by us from Client via its use of the Services, we will keep such information confidential in accordance with applicable law; provided, that we may disclose such information (I) to third parties as we deem appropriate to provide die Services, (if) our auditors and attorneys (internal and external) and regu- lators, (iii) as required or permitted by law, regulation or court order (iv) to our respective Affiliates As we deem appropriate. 21.5. You shall not assign really Person, the rights to use the Marks of Servicers, our agents or the Card Organizations. 21.6. All rights, title, and interest in and to all intellectual property related to the Services (including without limitation, the content of any materials, web screens, layouts, processing techniques, procedures, algorithms, and methods), owned, developed or licensed by us prior to, during the tenn of, or after the Agreemeni, or employed by us in connection with the Services and any updates, changes, alterations, or modifications to or derivative works front such intellectual property, shall be and remain, as among the Patties, our exclusive property of us. 21.7. Client agrees that we may obtain relevant information from any .applicable telecommunications provider utilized by Client, as necessary to investigate any allegation of fraud, suspected fraud or other actual or alleged wrongful act by Client in connection with the Services. 22.1. Any transfer or assignment of this Agreement by you, without our prior written consent, by operation of law or otherwise, is voidable by us. Any transfer of voting control of you or your parent shalt be rensidexed an assignment or transfer of this Agreement. Furthermore, you shall indemnify and hold us harmless from all liabilities, Chargebacks, expenses, costs, fees and fines arising from such transferee's or assignees Submission of Card transactions to us for processing. For purposes of this Section 22, any transfer of voting control shall be considered, an assignment or transfer of this Agreement 22.2. The payment Services provided by us require access to a single bank account In which will initiate both credits and debits. You may not enter into any agreement that would require, in any circumstance or event, the transfer of any payments or proceeds from Card transactions covered by this Agreement to the custody or control of any Person. You may not assign any rights, including the right of payment under this Agreement, to any other person. In the event that you make an assignment (or provide a security interest) of receivables covered by this Agreement, then we may, at our option, elect to (a) refuse to aefanowledge such assignment unless accompanied by an Authorization to both initiate debits or credits to the battik account of the Assignee, (b).feriumme this Agreement immediately, or (e) charge for any transfers that we are called upon to make manually to fulfill such an assignment at the rate of $100 per transfer. 22.3. Upon notice to you, another Visa and MasterCard member maybe substituted for Bank under whose sponsorship this Agreement is performed with respect to Visa and MasterCard transactions. Upon substitution, such other Visa and MasterCard member shall be responsible for all obligations required of Bank for Visa and MasterCard transactions, including without limitation, full responsibility for its Card program and such other obli- gations as may be expressly required by applicable Card Organization Rules. Subject to Card Organization Rules, we may assign or transfer this Agreement and our rights and obligations hereunder and/or may delegate our duties hereunder, In whole or in part, to any Person, whether in connection with a change in sponsorship, As set forth in the preceding paragraph, or otherwise, without notice to you or your consent. 22,4. Except As set forth elsewhere In this Section and As provided in the following sentence,. this Agreement shall be binding upon successors and assigns and shall inure to fire benefit of the pardn and their respective permitted stmcessots and Assigns. No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, or other person charged with taking custody of a party's assets or business-, shall have any tight to continue, assume or assign this Agreement. m 23.1. This Agreement shall become effective upon the date this Agreement is approved by our Credit Deparaill 23.2. The initial term of this Agreement shall commence and shall continue in force for iliree years after it becomes effective. Thereafter, it shall continue until either party termi- nates the Agreement upon written notice to the otter. 233. Nonvitlntanding the above or any other provisions of this Agreement, we may terminate this Agreement at any time and for any reason by providing 30 days advance notice to you. We may terminate this Agreement immediately or with shorter notice upon an Event of Default as provided under Section 23.6 of this Agreement. In the event we provide notice to you of any new fees or increases in existing fees for Services, pursuant to Section 18.5, you may terminate this Agreement without further cause or penalty by providing us 20 days' advance written notice of termination. You most terminate: within 20 days after we provide notice of any fee changes pursuant to Section 18.5; any such fee changes shall not take effect in the event you provide timely notice of termination. How- ever, maintaining your merchant account, or your continued use of the Services after the eflective date of any such fee changes shall be deemed your acceptance of such fee changes for the services, throughout the term of this Agreement. 23.4. IE (a) you elect m cancel this Merchant Application and Agreement prior to the expiration of the initial thirty -six (36) month tern; or (b) this Merchant Application and Agreement is terminated by us prior to the expiration of the initial term due to an Event of Default, we will suffer a substantial injury for which it is impracticable or extremely difficult to fix actual damages. in an effort to liquidate in advance the will that should represent such damages, you agree to pay us as an "Eazly Cancellation Fee" in the amount indicated on your Merchant processing Application. This sum represents a reasonable pre - estimate of the losses that we will incur as a result of due cancellation of this Merchant Application and Agreement prior to the expiration of the initial thirty-six (36) month terns of the Merchant Application and Agreement: 23.5. If amt of the following events shall occur (each an "Event of Default"): 23.5.1. a material adverse: change in your business, financial condition, or business prospects; or 23.5.2. any assignment or transfer of voting control of you or your parent; or 23.5.3. a sale of all or a substantial portion of your assets; or 23.5.4. irregular Card sales by you, excessive Chargebacks, noncompliance with any applicable data security standards, as determined by Servicers, or any Card Organization, or any other Person, or an actual or suspected data security breach, or any other circ- umstances which, in our sole discretion, may increase our exposure for your Chargebacks or otherwise present a financial or security risk to us; or 23.5.5. any of your representations, warranties or covenants in this Agreement are breached in any respect, or 23.5.6. you default in any material respect In the performance or observance of any term, Condition or agreeunent contained in this Agreement, including, withouthmitatnn, the establishment or maintenance of funds in a Reserve Account, as detailed in Section 24; or 23.5.7. you default In any material respect in the performance or observance of any term, covenant or condition contained in any agreement with any of our respective Affiliates; or 23.5.8, you default in the payment when due, of any material indebtedness for bor- rowed money, or 235.9. you file a petition or have a petition filed by another party under the U.S. bankruptcy code or any other laws relating to bankruptcy, insolvency or similar Arrange- ment for adjustment of debts; consent to or fail to contest in a timely and Appropriate, manner any petition filed againstyou in an involuntary case tinder such laws; apply for or consent to, or fail . to contest in a timely and appropriate manner, the appointment of, or the taking of possession by; a receiver, custodian, trustee or liquidator of you or of a sub - standal part of your property; or make a general assignment for the benefit of creditors; or take any action for the purpose of authorizing any of the foregoing; or 23.5.10. your independent certlGed accountants shall refuse to deliver an unquahfted opinion with respect to your annual financial statements and your consolidated snbsid- iaries; or 23.5.11. a violation by you of any applicable law or Card Organization Rule or our reasonable belief that termination of this Agreement or suspension of Services is necessary to comply with any law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the US. Department of the Treasury or your breach, as determined by Servicers, of Section 32.2 ( "Compliance with Laws "), then, upon the occurrence of (1) an Event of Default specified in subsections 23.6.4, 23.6.9 or 23.6:11, we tray consider this Agreement to be terminated immediately, without notice, and all amounts payable hereunder shall be immediately due and payable in full without demand or other notice of any kind, all of which an expressly waived by you, and (2) any other Event of Default, this Agreement may be terminated by us giving not less than 10 days notice to you, and upon such notice all amounts payable hereunder shall be due and payable on demand. 23.6.. Neither the expiration nor termination of this Agreement shall terminate the obli- gations and rights of the parties pursuant to provisions of this Agreement which by their terms are intended to survive or be perpetual or irrevocable. Such provisions shall survive the expiration or termination of this Agreement. All obligations by you to pay or reimburse us for any obligations associated with transactions you have submitted to us will survive termination of this Agreement until finally and irrevocably paid in full and settled. 080710 23.7. If any Event of Default occurs, regardless of whether such Event of Default has been cured, we may. in our sole discretion, exercise all of our rights and remedies under applicable law, and this Agreement including, without limitation, exercising our rights under Section 24. 23.8. In the event you file for protection under the U.S. bankruptcy code or any other laws relating to bankruptcy, insolvent); assignment for the benefit of creditors or similar laws, and you combine to use our Services, it is your responsibility to open new accounts to distinguish pre and post filing obligations. You acknowledge that as long as you utilize the accounts you established prior to such filing, we will not be able to systematically seg- regate your post - filing Transactions or prevent set -off of the pre - existing obligation. In that event, you will be responsible for submitting an accounting supporting any adjustments that you may claim. 23.9. The Card Organizations often mafmaln lists of merchants who have had their merchant agreements or Card Acceptance rights temimoted for cause. If this Agreement is terminated for cause, you acknowledge that we may be required to report your business name and the names and other information regarding its principals to the Carl Organi- zations for inclusion on such list(s). You expressly agree and consent to such reporting if you are terminated as a result of the occurrence of an Event of Default or for any reason specified as Cause by Visa, MasterCard or Discover Network. Furthermore, you agree to waive and hold us harmless from and against any and all claims which you may have as a result of such reporting. 23.10. After termination of this Agreement for any reason whatsoever, you shall Continue to bear total responsibility for all Chargebacks, fees, Credits and adjustments resulting from Card transactions processed pursuant to this Agreement and all other amounts then due or which thereafter may become due under this Agreement. 24.1. You expressly authorize us to establish a Reserve Account pursuant to the tennis and conditions set forth in this Section 24. The amount of such Reserve Account shall be set by us, in our sole discretion, based upon your processing history and the potential risk of loss to us as we may determine from time to time. 24.2. The Reserve Account shall be fully funded upon three (3) days notice to you, or in instances of fraud or suspected fraud or an Event of Default, Reserve Account funding may be immediate. Such Reserve Account may be funded by all or any combination of the following., (i) one or more debits to your Settlement Account or any other accounts held by Sank or any allies Affiliates, at any financial institution maintained in the name of Client, any of its principals, or any of its guarantors, or if any of same are authorized signers on such account; (ii) any payments otherwise due to you; (iii) your delivery to its of a letter of credit; or (iv) if we so agree, your pledge to ms of a freely transferable and negotiable certificate of deposit. Any such letter of credit At certificate of deposit shell be issued or established by a financial institution acceptable to us and shall be in a form satisfactory to us. in the event of termination of this Agreement by any party, an immediate Reserve Account may be established without notice in the manner provided above. Any Reserve Account will be held by us for the greater of ern (10) montls after termination of this Agreement or for such longer period of time as is consistent with Mutability for Card transactions and Chargebacks in accordance with Card Organization Rales. We will hold funds pursuant to this Section 24 in master accoum(s) with your funds allocated to separate sub accounts. unless specifically required by law, you shall not be endded to interest on any funds held by us in a Reserve Account. 24.3. If your funds in the Reserve Account are not sufficient to cover the Chargebacks, Adjustments. fees and other charges and amounts due from you, or if the funds in the Reserve Account have been released, you agree to promptly pay us such sums upon request. 24.4.1. To secure your obligations to us and our respective Affiliates under this Agreement and any other agreement for the provision of related equipment or related services (in- cluding any obligations for which payments on account of such obligations are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy act, state or federal law, common law or equitable cause), you grant to us a first priority lien and security interest In slid to (I) the Reserve Account and (if) any of your funds pertaining to the Card transactions con- templated by this Agreement now or hereafter in our possession, whether now or hereafter due or to become due to you from tier Any such funds, money or amounts now or hereafter in am possession may be commingled with other funds of ours, or, in the case of any Grads held pursuant to the foregoing paragraphs, with any other funds of other customers of ours. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, we are hereby authorized by you at any time and from time to tone, without notice or demand to you or to any otter Person (any such notice and demand being hereby expressly waived), to set off, recoup and to appropriate and to apply any and all such funds against and on account of your obligations to us and our respective Affiliates under this Agreement and any other agreement with us our respective Affiliates for any related equipment or related services (including any check services), whether such obligations us liquidated, unliquidated, fixed, contingent, matured or unmatured. You agree to duly execute and deliver to us such instmmens and documents as we may reason- ably request to perfect and confirm the lien, security interest, right of set off, recoupment and subordination set ford, in this Agreement. 24.4.2 To the extent funds are held in a separate Reserve Account, the Reserve Account shall be subject to (I) Senicers'securny interest pursuant to this subsection 24.4, and (n) an account control agreement (as defined by the applicable sections of the Uniform Commercial Code, hereinafter referred to as "Control Agreement ") among you, the msti- nation at which the Reserve Account is held (such institution hereinafter referred to as " Settlement Account Bank ") and Servicers (such investment account hereinafter referred to as the "Control Account'). The Control Agreement shall be in form and substance satis- factory to Servicers. The Settlement Account Bank shall be a national bank which is mutually acceptable to you and Servicers. 24.4.3. For sake of clarification and notwithstandinganything in the Agreement to the contrary, to the event Servicers deduct, holdback, suspend, off set or set off any settlement monies or amoants otherwise due you pursuant to the terms of this Agreement (collectively "Set Off Funds "), you acknowledge that such Set Off Funds will be held in a commingled Reserve Account(s) of Servicers unless such Set Off Funds are wired or deposited by Ser- vicers into any Control Account, put sonar to a Caraoi Agreement in which case Servicers will transfer Set Off Funds front their commingled Reserve Account(s) to the Control Account as soon as practicable using commercially reasonable efforts. 24.4.4. if in replacement of or in addition to the first priority lien and security interest in the Reserve Account, you grant to Servicers a first priority lien and security interest in and to one or more certificates of deposit, the certificates of deposit shall be uncert[ficated and shall be subject to an Acknowledgement of Pledge of Certificate of Deposit and Control Agreement (the "Certificate of Deposit Control Agreement ") by, between and among Cus- tomers, Servicers and the financial institution that has established and issued the certificate of deposit. The form of the Certificate of Deposit Control Agreement and the Binomial institution that will establish and issue the cenificere of deposit shall be satisfactory and acceptable to Servicers. Egg 25.1. Upon request, you will provide us and our Affiliates, quarterly financial statements within 45 days after the end of each fiscal quarter and annual audited financial statements within 90 days after the end of each fiscal year. Such financial statements shall be prepared in accordance with generally accepted accounting principles. You will also provide such other financial statements and other information concerning your business and your com- pliance with the ternis and provisions of this Agreement as we may reasonably request. You authorize us and our Affiliates to obtain front third parties financial and credit infor- mation rehiring to you in connection with our determination whether to accept this Agreement and our continuing evaluation of your financial and creditstams. We may also access and use information which you have provided to Bank for any other reason. Upon request, you shall provide, and/or cause to be provided, to us and our Affiliates, or our representatives or regulators (as well as those of the Card Organizations) reasonable access to your or your Merchant Providers' facilities and records for the purpose of performing any Inspection araVor copying of books and/or records deemed appropriate. In such event, you shall pay the costs incurred by us or our Affiliates for such inspection, including, but not limited to, costs incurred for airfare and hotel accommodations. 25.2. You wilt provide us with written notice of any judgment, writ, warrant of attach. ment, execution or levy against any substantial part (25% or more in value) of your total assets not later than three (3) days after ou become aware of same. 26.1. You agree to indemnify and hold us harmless from and against all losses, liabilities, damages and expenses: (a) resulting from any breach of any warranty, covenant or agree- ment or any misrepresentation by you under this Agreement; (b) arising out of your or your employees' or your agents' negligence or willful misconduct, in connection with Card transactions ac otherwise arising from your provision of goods and services to Cardholders; (c) arising out of your use of the Services; or (d) arising out of any third party fi demnifi- cations we are obligated to make as a result of your actions (including indemnification of any Card Organization or Issuer). 26.2. We agree to indemnify and hold you harmless from andagainat all losses, liabilities, damages and expenses resulting from any breach of any warranty. covenant or agreement or any misrepresentation by us under this Agreement or arising out of our or our emplo)- ees gross negligence or willful misconduct in connection with this Agreement; provided that this indemnity obligation shall not apply to Bank with respect to Discover Network Card Transactions, American Express Card Transactions and Other Services, includiug JCB Card, PIN Debit Card, and Electronic Benefits Transfer Transactions, Gift Card Services, and Transactions involving Cards from other Non -Bank Card Organizations such as voyager Fleet Systems, inc., Wright Express Corporation and Wright Express Financial Services Corporation. 27.1. Non -Bank Card transactions are provided to you by Processor and not by Bank and include transactions made using Discover Network, American Express, JCB, Voyager and WEX Card types. The Services provided, transactions processed and other matter -. contemplated under this Section 27 are subject to the rest of this Agreement, as applicable, except to the extent the terms of this Section 27 directly conflict with another provision of this Agreement, in which case the terms of this Section 27 will control; provided, however, that (f) Bank is not a party to this Agreement insofar as it relates to Non -Bank Card services, and Bank is not liable to you in any way with respect to such Services and (it) you agree to pay Processor any per item processing, authorization and other fees described cts0710 in the Application for any non - acquired transaction services you mceive from Processor. For the purposes of this section, the words "we, "our' and "us" refer only to the Processor and not to the Bank. You authorize us to share information from your Application with American Express, JCB (arid Discover Network on its behalf), Discover Network or any other Non -Bank Card Organization. 27.2. You understand that for American Express transactions, authorizations are ob- tained from and are funded by American Express. American Express will provide you with its own agreement that governs those transactions, unless American Express Onepoint Services are provided, to you in Section 2.0 of Third Party Agreements, You understand and agree that we are not responsiblee and assume absolutely no liability with regard to any such transactions, including but not limited to the funding and settlement of American Express transactions, and that American Express will charge additional fees for the services they provide, 27.3. If you accept JCB Cards, you agree to be bound by all JCB and /or Discover Network provisions of this Agreement. You also acknowledge and agree that JCB iransac. tions will be processed under and subject to Discover Network Card Organization Rules. 27.4. If you accept Voyager and/or W EX Cards, you agree to be bound by the WEX and /or Voyager rules. You also agree to be bound by all other provisions of this Agreement which are applicable to WFX and/or Voyager. 27.5. if you execute a separate WEX MerchantAgreement (WEX Non Full Service Program), you understand that we will provide such agreement to WEX, but that neither we nor WEX shall have any obligation whatsoever to you with respect to processing WEX Cards unless and until WEX executes your WEX Merchant Agreement. if WFX executes your WEX Merchant Agreement and you accept WEX Cards, you understand that WEX transactions are processed, authorized and funded by WEX. You understand that WEX is solely responsible for all agreements that govern WEX transactions and that we are not responsible and assume absolutely no liability with regard to any such agreements or WEX transactions, including but not limited to the funding and settlement of WEX (ransactions. You understand that WEX will charge additional fees for the services that it provides. 27.6. If you elect to participate in the W EX Full Service Progeam,the following terms and conditions shall apply: a) You shall provide, at your own expense, all equipment necessary to permit tire. elec- tronic acceptance of the WEX Cards, including the operation and maintenance of the equipment, telecommunication link, and provision of all networking services; b) All authorization request data for WEX Card sales must include WEX Cardholder account number, vehicle number, Card expiration date, driver identification number; and the amount of the transaction, date and time of the transaction, quantity of goods sold, unit price, and product code (the "Authorization Request Data "). All manual WEX Card sales (i.e., sales facilitated by a card imprinter) must include an Authorization number or other approval code from WEX along with the aforementioned Authorize, tion Request Data; c) You shall not submit a WEX Card sale for processing when a WEX Card is not presented at the time of the WEX Card sale; d) You shall complete a WEX Card sale only upon the mceipt of an Authorization approval message and not accept a WEX Card when an expired Card/decline message is received; e) You shall not submit a WEX Card sale for processing until the goods have been dehiv- ered or services performed; D You shall not accept a WEX Card where the WEX Card appears to be invalid or expired or there is reasonable belief that the WEX Card is counterfeit or stolen; g) You shall provide a copy of the receipt for a WEX Card sales, upon the request of the Cardholder, to the extent permitted by applicable taw, which shall not include the full account number or driver identification number; It) You shall require the Cardholder to sign a receipt when a WEX Card sale is not com- pleted by an island Card reader; I) You shall take all commercially reasonable efforts to protect manual WEX Card sales dazm from fraud or misuse; j) You shall not divide die price of goods and services purchased in a single WGX Card sale among two or more sales receipts or permit a WEX Card sale when only partial pay- ment is made by use of the WEX Card and the balance is made with another bank Card; k) You shall maintain a record ofall WEX Card sales, including the Authorization Request Data, for a period of one year and produce such records upon the reasonable request of WEX; 1) You shall notify Bank of any errors contained within a settlement report within forty. . five (45) days of receipt of such report. Processor will not accept eprocessing requests for WEX transactions older than 90 days; m) You shall allow WEX to audit records, upon reasonable advance notice, related to the WEX Full Service; and n) You shall retmnsouit INU Card sales data when reasonably requested to do so. Client acknowledges and agrees that its sole remedies with respect to the WEX Full Acquiring services shall be against Bank for the WEX Fell Acquiring Services and not WEX, except to the extent that WEX knows of any fraud related to the WEX Cards and fails to provide notice of such fraud or WEX commits fraud in respect to the WEX Full Acquiring Services 27.7. if you accept Voyager Cards: • in addition to the information stated in Section i (MasterCard, Visa and Discover Net, work Acceptance) of the Operating Procedures, you should check Fleet Cards for any printed restrictions at the point of sale. • In addition to the information provided under Section 1.5 (Special "farms) of the Operating Procedures, you shall establish a fair policy for the exchange and return of merchandise. You shall promptly submit credits to us for any returns that are to be credited to a Voyager Cardholders account. Unless required by law, you shall not give any cash refunds to any Voyager Card holder in connection with a sale. • In addition to the information required under Section 3.1 (Information Required) of the Operating Procedures, the following information must be contained on the single page document constituting the Sales Draft for Voyager transactions: — Time of transaction — Type of fuel sold — As permitted by the applicable ?OS device, odometer reading — For all cashier- assisted Sales Drafts and Credit Drafts processed manually using a card Imprinter if required, the identification number from the source credentials pro- vided by Cardholder to valid Cardholder's identity (e.g., Driver's License number). • If an increase in the number of Voyager transaction authorization calls from you not due to our or voyager system outages in excess of 15% for a given month as compared to the previous month occurs, we may, in our discretion, deduct telephone charges, not to exceed $.25 (25 cents) per call, for the increased calls, from your settlement of your Voyager transaction. • In addition to the information provided under Section 7 (Settlement) of the Operating Procedures, settlement of ,voyager transactions will generally occur by the fourth banking day after we process the applicable card transactions. We shall reimburse you for the dollar amount of sales submitted for a given day by you, reduced by the amount of Chargebacks, tax exemptions, discounts, credits, and the fees set forth in the Application. Neither we nor Voyager shall be required to reimburse you for sales submitted more than sixty (60) days from the. date of purchase. • For daily transmission of sales dam, you shall maintain true and complete records in connection with the information required to be provided under this paragraph for a period of not less than thirty -six (36) months from the date of the generation of, the data. Yen may store records on electronic media. You are responsible for the.expnse of retaining sales dam records and Sales Drafts. • In addition to the scenario identified in Section 10.1.4 of this Program Guide that could cause an authorization related Chargeback to occur, with respect to Voyager trans- actions, Chargebacks shall be made in accordance will, any other Voyager rules. Notwithstanding termination or expiration of this paragraph or the Agreement, you shall remain liable for all outstanding Chargebacks on Voyager transactions. • In addition to the information provided under Section 20 (Representations; Warranties; Covenants; Limitations of Liability; Exclusion of Consequential Damages) of the Gtn- eral Terns, in no event shall our cumulative liability to you for losses, claims, suits, controversies, breaches or damages for any cause whatsoever in corn r on with Voyager transactions exceed the lesser of $10,000.00 or the Voyage transaction fees paid by you to us for the two months prior to the action giving arise to the claim. • Notwithstanding anything in this Agreement to the contrary, our obligation to provide services to you relating to any Fleet Card will terminate automatically without penalty to us or the related Card Organization upon the earlier of (i) the termination or expi- ration of our agreement with such Card Organization, (if) at least twenty (20) days prior written notice by us to you; (hi) your failure to comply with material terms relating to such Fleet Card transactions, or (iv) written notice, if a Card Organization discontinues its Card. - 0 The special provisions outlined in this Section 28 apply only to those PIN Debit Card transactions that are processed by a Cardholder entering a PIN. These provisions do not apply to Non -PIN Debit Card transactions which do not involve entry of a PIN. The Services provided, transactions processed and other matters contemplated under dtis Section 28 are subject to the rest of this Agreement, as applicable, except to the extent the terms of this Section 28 directly conflict with another provision of this Agreement, in which case The terms of this Section 28 will control 28.1 PIN Debit Card Acceptance. Most, but not all, ATM Cards (Debit Cards) can be accepted at the point of sale at participating locations. Examine the back of the PIN Debit Card to determine. if the Card participates in a PIN Debit network that you are auth- orized to accept. PIN Debit network Mark(s) are usually primed on the back of the Card. If the PIN Debit Card is valid and issued by a financial institution Issuer participating in a PIN Debit network, you must comply with the following general requirements for all participating PIN Debit networks, In addition to the specific requirements Of that PIN Debit network: • You must honor all valid PIN Debit Cards when presented that bear authorized PIN Debit network Marks. • You must treat transactions by Cardholders from all Isuers in rile sane manner. • You may not establish a minimum or maximum transaction amount for PIN Debit Card acceptance. _ You may not require. additional infmmaten, besides the PIN, for the completion of the transaction unim the circumstances appear suspicious. A signature is not required for PIN Debit Card transactions. You shall not disclose transaction related information to any party otter than your agent, a PIN Debit network, or issuer and then only for the purpose of settlement or error resolution. • You may not process a Credit Card transaction in order to provide a refund on a PIN Debit Card transaction. 28.2, Transaction Processing. The following general requirements apply to all PIN Debit Card transactions: • All PIN Debit Card unnsacions most be authorized and processed electronically. There is no Voice Authorization or imprinter procedure for PIN Debit Card transactions. • You may not complete a PIN Debit Card transaction that has not been authorized. If you cannot obtain an Authorization at the dire of sale, you should request another form of payment from the Cardholder or process the transaction as a Store and Porward or Resubmission, in which case you assume the risk that the transaction fails to authorize or otherwise declines. The Cardholder should be instructed to contact the Issuer to fad out wiry a transaction has been declined. • You may not complete a PIN Debit Card transaction without entry of the PIN by the Cardholder. The PIN must be entered into the PIN pad only by the Cardholder. You cannot accept the PIN from the Cardholder verbally or in written form. • The PIN Debit Network used to process your transaction will depend upon, among other things, the availability of the PIN Debit network at the time of the transaction, whether a particular PIN Debit Card is enabled for a particular PIN Debit network and the routing requirements established by the PIN Debit networks and the Issuers. We may, at our sole discretion, utilize any PIN Debit network available to us for a given transaction. • You must issue a receipt to the Cardholder upon successful completion of a transaction and effect PAN Truncation on It • You may not manually enter the account number. The account number must be mad electronically from the Magnetic Stripe. If the Magnetic Stripe is unreadable, you must request another form of payment from the Cardholder. • Any applicable tax must be included in the total transaction amount for which Author- - ization is requested. lax may not be collected separately in cash. • YOU ARE RESPONSIBLE TO SECURE YOUR TERMINALS AND TO INSTITUTE APPROPRIATE CONTROLS TO PREVENT EMPLOYEES OROTDERS FROM SUB- MITTING CREDITS AND VOIDS THAT DO NOT REFLECT BONA FIDE RETURNS OR REIMBURSEMENTS OF PRIOR TRANSACTIONS. 28,3, Cash Back From Purchase. You have the option of offering cash back to your customers when they make a PIN Debit Card purchase. You may set a minimum mid max- [mum amount of cash back that you will allow. If you arc not now offering this service, your terminal may require additional programming to begin offering each back. 28,4. Settlement. Within one Business Day of tine original transaction, you ',last bal- ance each location to our system for each Business Day that each location I$ open. 28.5. Adjustments: An adjustment is a transaction that is initiated to correct a PIN Debit Card transaction that has been processed in error. You will be responsible for all applicable adjustment fees that may be charged by a PIN Debit Card network. Some PIN Debitnetwork5 may have established minimnm amounts for adjustments. There are several reasons for adjustments being initiated: • The Cardholder was charged an incorrect amount, either too little or too nine],. • The Cardholder was charged more than once for the same contraction. • A processing error may have occurred that caused the Cardholder to be charged even though the transaction did not complete normally at the point of sale. All parties involved in processing adjustments are regulated by time frames that are specified iu the operating rules of the applicable PIN Debit network, The Electronic Funds Transfer Act, Regulation E, and other applicable law. if you elect to accept EBT Cards and engage in EBT transactions, the temp and conditions of this Section 29 Shall apply - EBT transactions are provided to you by Processor and not by Bank. The Services provided, transactions processed and other matters contemplated under this Section 29 are subject to the rest of this Agreement, as applicable, except to the extent the terms of ibis Section 29 directly conflict with another section of this Agrcenwmt, in which case the terms of this Section 29 will control; provided, however, that Bank is not a. party to this Agreement insofar as it relates to EBT transactions, and Bank is not liable to you in any way, with respect to such Services- For the purposes of this section, the words "we;' "our" and "us" refer only to the Processor and not to the Bank. We offer decunnio interfaces to EBT networks for the processing, settlement and switching of EBT transactions initiated through the use of a sta mssued EBT cord ( "EBT Card ") at your POS Terminal(s) for the provision of United States Department of Agricul- ture, Food and Nutrition Service ( "FNS ") food sump benefits ( "Food Stamp Benefits") and/ or government delivered Cash Benefits (Cash Benefits, together with Food Stamp Benefits, 'u'= benefits ") to EDT benefit recipients ( "EBT customers'), subject to the terms below. 29,1. Acceptance of EBT Benefits. You agree to accept EBT Cards and provide EBT benefits to EBT customers through the use of a POS Terminals, PIN pad and printer or other equipment that meet standards set forth in the EBT Rules ("Authorized Terminal') appli- cable to such EBT benefits during your normal business hours, in a manner consistent with your normal business practices and in accordance with tine EBT Rules. The "EBT Rules" means (f) all procedures that we establish and provide to you from time -to -time regarding your acceptance of EDT Cards and provision of EBT benefits to EBT customers; (if) the Quest Rules, as amended from time- wo-dme, issued by the National Automated Clearing Rouse Association and as approved by the financial Management Ser- vice of the U.S. Treasury Department, as necessary (and any rules that succeed or replace the Quest Rules); and (iii) other such laws, rules, regulations and procedures that are applicable to the acceptance of EBT Cards and the provision of EBT benefits by you under this Section 29, including without limitation, laws pertaining to delivery of services to EBT customers and EBT customer confidentiality, the federal Civil Rights Act of 1964, Rehabilitation Act of 1973, Americans with Disabilities Act of 1990, Clean Air Act, Clean Water Act, Energy Policy and Conservation Act, immigration Reform and Control Act of 1986, regulations issued by the Department of Agriculture pertaining to Food Stamp Program, and, any additional procedures specified by the state regarding lost EBT Cards, forgotten PINS, discrepancies in benefits authorized and similar matters by providing EBT customers with information such as telephone numbers and addresses of the state or other appropriate agencies. The "Food Stamp Program" is the government benefits program operated under the authority of the Food Sump Act of 1964. You will provide EBT benefits to EBT customers, in accordance with the procedures set forth in the EBT Rules, in the amount authorized through your Authorized Terminal upon presentation by an EBT customer of an EBT Card and such EBY customer's entry of a valid PIN. if the Authorized Terminal fails to print EBT benefit issuance information as Approved and validated as a legitimate transaction, you will comply with die procedures set forth in the EBT Rules for authorization of EBT benefits in such instance. You are solely responsible for your provision of EBT benefits other than in accordance with authorizations timely received from EDT service provider. You will not. resubmit any EBT Card transaction except as specifically permitted by the EBT Rules and procedures applicable to such EBT Card transaction. You must provide a receipt for each EBT transaction to the applicable EBT customer. You will not accept any EBT Card for any purpose other than providing EBT Benefits, including without limitation accepting an EBT Card as security for repayment of any EBT customer obligation to you, in the event of any violation of this provision, you will be obli- gated to reimburse the state or us for any EDT benefits unlawfully received by either you or an EBT customer to the extent permitted by law. Cash should never be dispensed for Food Stamp Benefits. You authorize us to initiate EB'Y Card transactions and to receive settlement for such transactions on your behalf. 29.2. Manual EBT Vouchers. In accordance with the procedures set forth in this Section 29 and the EBT Rules, you will manually accept EBT Cards during periods of time when your Authorized Terminal is not working or the EBT system in not available; you will manually provide EBT benefits in the amount authorized through the applicable EBT service provider to the EBT customers at no cost. to the EBT customers upon presentation by an EBT customer of his /her EBT Card. All manual voucher authorizations mtut be cleared on your POS terminal for payment of voucher to he made to you. In addition to any procedures set forth in the EBT Rules, the following limitations will apply to manual issuance of FS Benefits by Merchant I. An authorization number for the amount of the purchase most be received by you from the applicable EBT service provider while the respective EBT customer is present and before you provide such EDT customer with any Food Stamp Benefits or Cash Benefits, as applicable. You trust not attempt to voice authorize a manual EST trans- action if the EBT customer is not present to sign the voucher. The EBT customer must sign the voucher. A copy of the voucher should be given to the EBT customer at the dine of authorization and you should retain one copy for your records. it. Specified EBT customer, clerk and sales information, including the telephone authori- zation number, must be entered properly and legibly on the manual sales draft. ill. All manual voucher authorizations must be cleared on your Authorized Terminal before payment of voucher will be made to you. Vouchers must be cleared within 10 Business Days after the date of applicable voice authorization. Vouchers cannot be cleared by any manner except by your Authorized Terminal therefore you should never mall vouchers requesting payment. if a voucher expires before it has been cleared by your Authorized Terminal for payment, no further action con be taken to obtain payment for the voucher. fv In the event that, due to EBT host failure, EBT benefit availability for an EBT customer cannot be determined at the time you request authorization, the maximum authorized manual transaction and benefit encumbrance will be $40.00 or such other state specific floor limit as set forth in die most current version of the applicable EBT Rules. v Except as specifically provided in tie applicable EBT Rules, you will not be reimbursed and will be solely responsible for a manual transaction when you fail to obtain an authorization number from the applicable EBT service provider as set forth in this Sector 29 or otherwise fail to process the manual transaction in accordance with the EBT Rules. vi. If you have not received an authorization number in accordance with paragraph 29.1 above, you may not "re- submit" a manual sales draft for paymient for the same transaction. 29.3. Acceptance of Cash Benefits. if you agree to accept EBT Cards and to provide Cash Benefits, you agree to maintain adequate cash on hand to issue FBT service provider authorized Cash Benefits and will issue such Cash Benefits to EBT customers in the same manner and to the same extent cash is provided to your other customers. You may not require, and may not in your advertising suggest, that any EBT customers must purchase goods or services from you as a condition to receiving Cash Benefits, unless such con- dition applies to other customers as well. You may not designate and direct EST customers to special checkout lanes restricted to use by FBT customers unless you also designate and direct other customers to special checkout lanes for Debit Cards or Credit Cards and /or other payment methods such as checks other than cash. 29.4. Interoperability. if you accept EBT Cards and provide EBT benefits (Food Stamps Benefits and/or Cash Benefits), you must do so for EBT customers from all states. 29.5. Required Licenses. 1f you provide Food Stamp Benefits under this Agreement, you represent and warrant to us that you are a FNS authorized merchant and are not currently disqualified or withdrawn from redeeming food sump coupons or otherwise disqualified or withdrawn by FNS You agree to secure and maintain at your own expense all necessary licenses, permits, franchises, or other authorities required to lawfully effect the issuance and distribution of EST benefits under this Agreement, including without limitation, any applicable franchise tax certificate and non- govenun land contractor's cer- tificate, mid covenant that you will not accept EBT Cards or provide EBT benefits at any time during which you are not in compliance with the requirements of any EBT Rules, 29.6. Term and Termination. If you are disqualified or withdrawn from the Pood Sump Program, your authority to issue benefits will be mu ninated concurrently therewith. Such disqualification or withdrawal will be deemed a breach of this Agreement with respect to your authority to issue Cash Benefits and, in the event of such disqualification, we have kilo right to immediately terminate the DrOVisien of service under this Section 29 or the Agreement in its entirety, With respect to the issuance of Cash Benefits only, your authority to issue Cash Benefits may be suspended or tenminaed immediately at the sole discretion of us, the state or its EBT service provider, effective upon delivery ota notice o(suspension or termination specifying the reasons for such suspension or termination if there will be (i) any suspension, injunction, cessation, or termination of the EST service provider's authority to provide EAT services to the state; (ii) failure by you, upon not less than thirty (30) days prior written notice, to cure any breach by you of these terms and conditions, including without [imitation, your failure to support the issuance of EBT benefits during your normal business horns consistent with your normal business practices, your failure to comply with EDT benefit issuance procedures, your impermissible acceptance of an EBT Card, or your disqualification or withdrawal front the Food Stamp Program; or (iii) based on a state's or its EBT service provider's investigation of the relevant facts, evidence that you or any of your agents or employees are comminiug, pardlipatfng in, or have knowledge of fraud or theft in connection with the dispensing of EBT benefits. if you fail to cure any breach as set forth above, you may appeal such suspension of termination to the applicable state for determination in its sole discretion. in the event that your authority to accept benefits is suspended or terminated by a state or its EBT service provider, and you successfully appeal such suspension or termi- nation to the state or its EBT service provider, we shall be under no obligation to reinstate the services previously provided under this Section 29 or the Agreement, as applicable. The provision of services under this Section 29 shall terminate automatically if our agreement or our service provider's agreement with any applicable state's EBT service provider terminates for any reason. You will give prompt notice to us if you plan to stop accepting EBT Cards and pro- viding EBT benefits or if you are unable to comply with the terms of this Section 29. 29.7. Confidentiality of EBT System information. All information related to EBT customers and/or the issuance of EBT benefits shall be considered confidential information. Individually identifiable information relating to an EBT customer or applicant for EBT benefits will be held confidential and will not be disclosed by you or your directors, offi- cers, employees or agents, without prior written approval of the applicable sate. You will: (a) implement appropriate measures designed to: (1) ensure the security and confidentiality of all non -public personal information or materials regarding customers ; (2) protect against any anticipated threats or hazards to the security or integrity of NPP[; (3) protect against unauthorized access to or use of NPPI that could result in substantial harm or inconvenience to any customer and (4) ensure the proper disposal of NPPI; and (b) take appropriate actions to address incidents of unauthorized access to NPPI, including notification to us as soon as possible. - The use of information obtained by you in the performance of your duties under this Section 29 will be limited to purposes directly connected with such duties. 29.8.. EBT Service Marks. You will adequately display any applicable state's service Marks or other licensed marks, including the Quest Marks, and other materials supplied by us (collectively the "Protected Marks ") in accordance with the standards set by the applicable sate. Y'ou will use the Protected Marks only to indicate that EST benefits are issued at your locatiou(s) and will not indicate tharwe, any state or its EBT service provider endorse your goods or services. Your right to use such Pirnecled Marks pursuant to this Agreement will continue only so long as this Section 29 remains in effect or until you am 19 notified by us, any state or its EBT service provider to cease their use or display, You will obi, use the Marks of any EBT service provider without prior written approval from such EBT service provider. 29.9. Miscellaneous. 29.9.1. Errors. You will fully cooperate with us and any other participanm in the EBT system in the resolution of errors and disputes regarding EBT transactions processed pursuant to this Section 29. You will promptly notify us of any such errors or disimtes. 29.9.2, Issuance Records. L You agree to make mailable such Infornomonat materials as may be required by the state, its EBT service provider or any applicable regulations pertaining to the issuance of Benefits. if. Yoe willmuln all EBT - related records (including but not limited to manual sales drafts or vouchers) in tire manner required by the EBT Rules or otherwise reasonably requested by us for three (3) years following the date of die applicable EBT transaction, or for such additional period as may be required by the EBT Rules. Records involving matters in litigation will be kept by you for a period of not less than three (3) years following the Termination of the applicable litigation. Copies of any documents, in media other than paper (e.g. microfilm, etc.) related to ibis Section 29 may be substituted for the origi- nals to the "tent permitted under applicable EAT Rides and proided that legible paper copies can be reproduced within a reasonable time after such records are requested. iii. You will make all EBT - related records available for audit upon request to representatives of the state or its EBT service provider, of other authorized state or federal government agency during normal business hours. it, To assure compliance with Ellis Agreement, including without limitation this Section 29, the state, Its EBT service provider, or other authorized state or federal government agency; will at all Umes. upon advance notice except in the case of suspected fraud or other similar activity, have the right to enter, during normal business hours, your prem- ises to inspect or evaluate any work performed under ihisAgreemenr, or to obtain any other information required to be provided try you or otherwise related to this Agreement. 29.9.3. Training. you will train and permit your employees to receive training regarding the issuance of EBT benefits. 29.9.4. Amendments. Notwithstanding anything to the contrary in this Agreement, if any of that terns and conditions am found to conflict with the EBT Rules or federal or state policy; these terns and conditions are subject to reasonable amendment by us, a state or its EBT service provider to address such conflict upon twenty (20) days written notice to you provided that you may, upon written notice, terminate your obligation under this Section 29 upon receipt of notice of such amendment. 29.9.5, State Action. Nothing contained herein shall preclude a state from com- mencing appropriate administrative or legal action against you or for making any referral for such action to any appropriate federal, state, or local agency. 29.9.6. Reference to State. Any references to state herein will mean the state in which you accept EBT berreiits pursuant to this Section 29. If you accept EBT benefit in more than one state pursuant this Section 29, then the reference will mean each such state severally, notjointly. 29.9.7. Third Party Beneficiaries. These terms and conditions, do not create, and will not be construed as creating, any rights enforceable by any person not having any rights directly under this Agmenent, except that the sure and its Issuer, as defined in the Quest Rules, will be deemed third party beneficiaries of the representations, warranties, covenants and agriculture made by you wider the Agreement, including without limitation this Section 29. t if you elect to purchase the'lNireless Services from us as indicated on the Application, then the following terms and conditions of this Section 30, referred to as the "Wireless Services Terms,' shall apply. THE WIRELESS SERVICES ARE BEING SOLD TO YOU FOR USE IN BUSINESS AND ARE NOT BEING SOLD TO YOU FOR HOUSEHOLD OR PERSONAL USE. Sale of Wireless Setvices.fs made by Processor and not the Bank. The Services prodded, transactions processed and other matters contemplated under this Section 30 am subject to tine rest of this Agreement, as applicable, except to the extent the terms of this Section 30 directly conflict with another section of this Agreement, in which - case ties the terms of this Section. 30 will control; provided, however, that Bank is not a parry to this Agreement insofar as it relates to Wireless Services, and Bank is not liable to you in any way with respect to suds services. For the purposes of this section, the words 'e,' bur" and "ins" refer only to the Processor and not to the Bank. Through one or more third party vendors ( "Wireless Vendor(s) ") selected by us in our sole discretion, we have acquired the right to resell certain wireless data communication services that use radio base sutons and switching offered by certain cellular telephone and data networks throughout the country (the "Wireless Networks ") In order to allow you to capture and transmit to Processor and Bank certain wireless Card Authorization transac- tions or to transmit other communications to our system ( "Wireless Sendec ). if you elect to purchase voice and/or data services directly from a third party provider for use with die Wireless Equipment as permitted by Processor, you acknowledge and agree that this Agreement does not address or govern those voice and/or data services or your relationship with that third party provider, and Servicers are In no way responsible for pro - veling, maintaining, servicing or supporting such third party voice and/or data services. cm0710 30.1. Purchase of Wireless Services. The prices that you will pay for tine Wireless Services are set forth on the Application. In connection with your purchase of Wireless Services, you will receive access to a certain Wireless Nenvork(s). • Licenses. You agree to obtain any and all licenses, permits or other authorizations mqufred by tine Federal Communications Commission ( "FCC') or any otherregulatory authority; if any; for ire lawful operation of Wireless Equipment used by you in connection with your receipt of Wireless Services. You will promptly provide its with all such information as we may reasonably request with respect to matters relating to the rules and regulations of the FCC. • Wireless Equipment, You agree that in order to access the wireless Services, you must use wireless POS Terminals and accessories approved for use with the Wireless Ser- vices by Processor from time to time in Its sole discretion (the "wireless Equipment'). If Wireless Equipment is purchased by you from us as indicated on the Application, then the terms of this Agreement apply to your use of such Wireless Equipment, • Improvements /General Administration. We and the Wireless Vendors) reserve the tight to make changes, from time to dine, in the configuration of the Wireless Services, Wireless Netwoks, Wireless Equipment, Wireless Software, rules of operation, accessi- bility periods, identification procedures, type and location of equipment, allocation and quantity of resources utilized, programming languages, administrative and operational algorithms and designation of the control center serving you at the particular address. In addition, we reserve the right to schedule, from time to time, interruptions of service for maintenance activities. • Suspension of Wireless Services. We or a Wireless Network may suspend the Wireless Services to: (a) prevent rkinages to, or degradation of, our or a Wireless Network's network integrity that may be caused by a third party; (b) comply with any law, regu- lation, court order or other governmental request which requires immediate action; or (c) otherwise protea us or a Wireless Network from potential legal liability To the extent commercially reasonable, we shall give notice To you before suspending the Wireless Services to you. if not commercially reasonable to give prior notice, we will give notice to you as soon as commercially practicable thereafter. Availability of the Wireless Services may vary due to events beyond the control opts or our Wireless Vendors. in the event of a suspension of tine Wireless Services, we or the applicable Wireless Vendor will promptly restore the Wireless Services after the event giving rise to the suspension has been resolved. 30.2. Software Licenses. Processor hereby grants to you anon- exclusive, non- trans- ferable, revocable hotted sublicense to use any wireless software (including any documen. tation relating m or describing the wireless software) downloaded by you or your designee from Processors systems onto the Wireless Equipment in connection with your purchase and use of the Wireless Services hn accordance with the tennsof this Agreemenq including this Section 30 ( "Wireless Software "). Anything in this Agreement to the contrary notwithstanding, we or certain third parties remin all ownership and copyright interest in and to all WrclessSoftware; related documentation, tecbnology, know -how and processes embodied fn or provided in connection with the Wireless Software, and you shall have only a nonexclusive, non - transferable license to use the Wireless Software in your operation of tine Wireless Equipment for the purposes set forth in this Agreement. Nothing in this Agreement confers any title or ownership of any such Wireless Software to you or shall be construed as a sale of any rights in any such Wireless Software to you You agree to accept, agree to and be bound by all applicable terms and conditions of use and other license terms applicable to such Wireless Software. You shall not reverse engineer, disassemble or doompile tine Whmless Software: You shall not give any Person access to the tVixelms Software without our prior written consent. Your obligations under this Section 30.2 shall survive The termination of this Agreement. You acknowledge that the only right you obtain to the Wireless Software is the right to use the Wireless Software in accordance with the terms In this Section. 30.3. Limitation on Liability. We shall have no liability for any warranties by any pany with respect to uninterrupted Wireless Services, as set forth in Section 30.10, or for any Persons unauthorized seems to Client's dam transmitted through either the Wireless Equipment or Wireless Services (including the Wireless Software), or Wireless Networks, regardless of the form of action (whether in contract, tot (including negligence), strict liability or otherwise). The foregoing notwithstanding, for any other liability arising of of or in anyway corrected with these Wireless Services terms, including liability resulting solely from loss or damage caused by partial or total failure, delay or nonperformance of the Wireless Services or relating to or arising from your use of or inability to use the Wfre- hiss Services, Processor's, Ranks, and Wireless Vendor(s)' liability shall be limited to your direct damages, it any, and, in any event, shall not exceed the lesser of the amount paid by you for the particular Wireless Services during any period of failure, delay, or nonper- formance of the Wireless Services or 850,000.00. In no event shall Servicers; Wireless Vendor(s) or our respective Affiliates be liable for any indirect incidental, special, copse quential or punitive damages•. The remedies available to you under these Wireless Services Terns will be your sole and exclusive remedies. 30.4. Indemnification. . in addition to any other Indemnifications as set forth in this Agreement, you will indemnify and hold Servicers, Wireless Vend,m(s) and our respective officers, directors, ennployees, and Affiliates harmless from and against any and all tosses, claims, liabilities, damages. costs or expenses arising from or related to; (a) the purchase, delivery; acceptance, rejection, ownership, possession, rise condition, lays, against, or return of the Wireless Equipment or the Wireless Equipment (including the Wireless Soft- wan), as applicable; (b) your negligent acts or omissions; (c) any breach by you of any of your obligations under this Section 30; or (d) any Person's unauthorized access to Clients data and/or unauthorized financial activity occurring on your Merchant Account Number hereunder, except to the extent any losses, liabilities, damages or expenses result from our gross negligence or willful misconduct 30.5. Confidentiality. All information or materials which could reasonably be consid- ered confidential or competitively sensitive that you access from or relate to either Wireless Vendors) or Servicers related to the subject matter of these Wireless Services Terms will be considered confidential information. You will safegumd our confidential information with at least the same degree of care and security that you use for your confidential Inform tion, but not less than reasonable care. 30.6. Termination. In addition to any other provision in this Agreement, the Wireless Services being provided under this Section 30 may terminate: a) immediately upon termination of the agreement between as (m' our Affiliates) and Wireless Vendor(s), provided that we will notify you promptly upon our notice or knowledge of temtfmtion of such agreement, provided further that if Wireless Vendors) Imes its authority to operate less than all of the Wireless Services or if the suspension of any authority or non- rmrewal of any license relates to less than all of the Wireless Services, then these Wireless Services Ternrs will terminate only as to the portion of the Wireless Services affected by such loss of authority, suspension or non - renewal; or b) Immediately if either we or our Affiliates or Wireless Vendors) are prevented from providing the Wireless Services by any law, regulation, requirement, ruling or notice issued in any form whatsoever by judicial or governmental authority (including with- out limitation the FCC). 30.7. Effect of Termination. Upon termination of these Wireless Services Terms for any reason, you will immediately pay to us all fees due and owing to its hereunder. If these Wireless Services terms terminate. due to a termination of the agreement between us or our Affiliates rand Wireless Vendor(s), then we may, in our sole discretion, continue to provide the Wireless Services through Wireless Vendor(s) to you for a period of time to be determined as long as you continue to make timely payment of fees due under these Wire- less Services Terms. 30.8. Third Party Beneficiaries. Wireless Vendor(s) are third party beneficiaries of these Wireless Services Terms and may enforce its provisions as if a party hereto. 30.9. Other Applicable Provisions. You also agree to be bound by all other terms and conditions of this Agreement. 30.10. Disclaimer. Wireless Services use radio transmissions, so Wireless Services can't be provided unless your Wireless Equipment is in the range of one of tire available Wire, h m Networks' transmission sites and there is su@cient network capacity available at that moment. There are places, particularly in remote areas, with no service at all. Weather, topography, buildings, your Wireless Equipment, and otirer conditions we don't control may also cause failed transmissions or other problems. PROCESSOR, BANK, AND WIRELESS VENDOR(S) DISCLAIM ALL REPRESENTATIONS AND WARRANTIES RELATING TO WIRELESS SERVICES. WE CANNOT PROMISE UNINTERRUPTED OR ERROR FREE WIRELESS SERVICE AND DO NOT AUTHORIZE ANYONE- TO MAKE ANY WARRAN- TIES ON OUR BEHALF. 31.1. Choice of Law. Our Agreement shall be governed by and construed in accor- dance with the laws of the State of New York (without regard to its choice of law provisions). 31.2. Venue. We have substantial facilities in the State of New York and many of the services provided under this Agreement are provided from these facilities. The exclusive venue for any actions or claims Arising under or related to this Agreement shall be in the appropriate state or federal court located in Suffolk County, New York. 31.3. Waiver of Jury Trial. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE '10 A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. m 32.1. Forte Majeure. No party shall be liable for any default or delay in the perform- ance of its obligations tinder this Agreement if and to the extent such default or delay is caused, directly or indirectly, by (f) fire, flood, earthquake, elements of nature or other acts of God; (p) any terrorist attacks or outbreak or escalation of hostilities, war, riots or civil disorders in any country; (iii) any act or omission of the other party or any government authority; (iv) any labor disputes (whether or not employees' demands aye reasonable or within the party's power to satisfy); or (v) the nonperformance by a Person for any similar cause beyond the reasonable control of such party, including without limitation, failures or fluctuations in telecommunications or other equipment In any such event, the non- performing party shall be excused from any further performance and observance of the obligations so affected only for as long as such circumstances prevail and such party con. tinues to rise commercially reasonable efforts to recommence performance or observance as soon as practicable. Notwithstanding anything to the contrary in this paragraph, your failure to receive pzyluent or funds from a Person shall not excuse the performance of your obligations to us under this Agreement. 32.2. Compliance with Laws. in performing its obligations under this Agreement, each party agrees to comply with all laws and regulations applicable to it You further agree to cooperate and provide information requested by Servicers, as Servicere determine necessary, to facilitate Servicers compliance with any applicable law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the US Department of the Treasury. You further acknowledge and agree that you will not use your merchant account and/or the Services for illegal transactions, for example, those prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 at Seel, as may be amended from time to time. 32.3. Notices. Except as otherwise specifically provided, all notices and other commu- nications required or permitted hereunder (other than those involving normal operational matters relating to ire processing of Card transactions) shall be in writing, shall be sent by mail, courier or facsimile (facsimile notices shall he confirmed in writing by courier), if to you at your address appearing In the Application or by any electronic means, Including but not limited to the e-mail address you have provided on the Application, and if to us at our address appearing in Section A.4 of Part Il of this Agreement, with a copy to Attention: General Counsel's Office, 3975 N.W. 120th Avenue, Coral Springs, FL 33065, and shall be deemed to have been given (1) if sent by mail or courier, upon the earlier of five (5) days after mailing or when actually received or, in the case of courier, when delivered, and (ii) if sent by facsimile machine, when the courier confirmation copy is ac. tually received. Notice given in any other manner shall be effective when actually received. Notices Sent to the Merchant's last known address, as indicated in our records, shall con- stitute effective notice to the Merchant under this Agreement. ' 32.4. Headings. The headings contained in this Agreement are for convenience of ref- erence only and shall not in any way affect the meaning or construction of any provision of this Agreement. 32.5. Severability. The parties intend every provision of this Agreement to be sever- able. ]Carry part of this Agreement is not enforceable, the remaining provisions shall remain valid and enforceable. 32.6. Entire Agreement; Waiven This Agreement constitutes the entire Agreement between the parties with respect to the subject matter thereof, and supersedes any previous agreements and understandings. A party's waiver of a breach of any term or condition of this Agreement shall not be deemed a waiver of any subsequent breach of the same or another term or condition. 32.7. Amendment. We may modify any provision of this Agreement by providing written notice to you. You may choose not to accept the requirements of any such change by terminating the Agreement within twenty (20) days of receiving notice. If you choose to do so, notify us that you are terminating for this reason so that we may waive any early cancellation fee that might otherwise apply. For purposes- of this section, an clectron.(c or "elick-wmp" notice intended to modify or amend this Agreement and which you check "I Accept" or "I Agree" or otherwise accept through an electronic process, shall constitute in writing as required herein. This Section 32.7 does not apply to fee changes, which are gov. erred by Sections 18.4 and 18.1 32.8. Third Party Beneficiaries. Our respective Affiliates and any Persons we use in providing the Services are third party beneficiaries of this Agreement and each of them may enforce its provisions as it was a part)' hereto. Except as expressly provided in this Agreement, nothing in this Agreement is intended to confer upon any Person any rights or remedies, and the parties do not intend for any Persons to be third -party beneficiaries of this Agreement. 32.9. Card Organization Rules. The parties acknowledge that the Visa, MasterCard and Discover Network Card Organization Rules give Visa, MasterCard and Discover Network certain rights to require termination or modification of this Agreemenlwfth respect to Laos- actions involving Visa, MasterCard and Discover Network Cards and the Visa, MasterCard and Discover Network Card systems and to investigate you. The parties also acknowledge that ismers of other Cards, for which we performservices onyour behalf, may have similar rights under their applicable Card Organization Rules with respect to this Agreements applicability to transactions involving such other Cards. 32.10. Publicity. Client may not use the logo, name, trademark, or service mark of Processor and/or Bank in any manner, including without limitation, in any advertisements, displays, or press releases, without the prior written consent of Processor and Bank. As umd.in this Agreement, the following terms mean as follows: Acquirer: Bank in the case of MasterCard, Visa and certain debit transactions or Pro- cessor in the case of Discover Network transactions that acquire Card sale transactions from membants such as yourself. AddressVerifieation: A service provided through which the merchant verifies the Card- holder's address, in whole or in part. Primarily used by Mail /Telephone /intemet order merchants, Address verification is intended to deter fraudulent transscdons. However, it is not a guarantee that a transaction is valid. Affiliates. A person that, directly or indirectly, (I) owns or controls a party to this Agree- ment or (it) is under common ownership or control with a party to this agreement. Agreement: The Agreements among Client, Processor, and Bank, contained in the Application, the. Program Guide and the Schedules thereto and documents incorporated therein, each as amended hum time to time, which collectively constitute the Agreement among the parties. Application: See Merchant Processing Application Authorization: Approval by, or on behalf of, the Issuer to validate a transaction. An Authorization indicates only the availability of the Cardholders Credit Limit or funds at the time the Authorization is requested. Authorization Approval Code: A riunrba issued to a participating merchant by the Authorization Center which confirms the Authorization for a sale or service. Authorization Center: A department that electronically communicates a merchants request for Authorization on Credit Card transactions to the Cardholders bank and trmnnnfis such Authorization to the merchant via electronic equipment or by voice Authorization. Bank: The bank identified on the Application signed by you. Bankruptcy Code. Title l I of the United Slates Code, as amended from time to time. Batch: A single Submission to us of a group of transactions (sales and Credits) for settle- ment. A Batch usually represents a day's wordy of transactions. Batch Closure Fee: A fee charged when the Client transmits a batch to us for settlement. The Batch Closure Fee is separate from and in addition to the Batch Settlement Fee. Business Day: Monday through Friday, excluding Bark holidays. Cardholder: Means the Person whose name is embossed on a Card (or Debit Card, as Applicable) and any authorized user of such Card. Card Not Present Sale/Transaction: A transaction that occurs when the Card is not present at the pomvof -sate, including Internet, mail -order and telephone -order Card sales. Card Organization: Any entity formed to administer aid promote Cards, including without limitation MasterCard Worldwide ( "MasterCard "), Visa U.S.A., ilia( "Visa'9, DFS Services LLC ( "Discover Network ") and any applicable debit networks. Card Organization Rules: The rules, regulations; releases, interpreafions and other requirements (whether contractual or otherwise) imposed or adopted byany Card Organi- zation and related authorities, including without limitation, those of,dre PCI Security Standards Council, LLC and the National Automated Clearing House Association (includ- ing, with respect to MiTs, the Quest Operating Rules). Card Validation Codes: A three -digit value printed In the signature panel of most Cards and a foaraligit value printed on the front of an American Express Card, Visa's Card Vali- dation Code is known as CVV2; MastarOas Card Validation Code is known as CVC2', Discover Network's Card Validation Code is known as a CID. Card Validation Codes are used to deter fraudulent use of at account number in a non - face -to -face elivirommen, (eg., mail orders, telephone orders and Internet orders). Card Verification Value (CVV)I Card Validation Code (CVC): A unique value en- coded on the Magnetic Stripe of a Card used to wilfdate Card information during the Authorization process. Cash Benefits: An EBT account maintained by an Issuer that represents pre-funded or day -of -draw benefits, or both, administered by one or more government en sties, and for which the issuer has agreed to provide access under the EBT program. Multiple benefits may be combined in a single cash belief t accmmt. Cash OverTransaetlom Dispensing of cash by a merchant in connection with a Card sale, other than a PIN Debit Card transaction, for the purchase of goods or services. Chargeback: A Card transaction (or disputed portion) that is returned to us by the Issuer. Client is responsible for payment to us for all Chargebacks. Client The party identified as "ClienCC on the Application. The words "Subscriber," "you' and "your' refer to Client. Compliance Svc Fee: For Clients in good standing, payment of the Compliance Fee will cover the costs of one pCI questionnaire par year, or if an Internet Sean is required, four scans per year for one IF address from a data security vendor approvedby Processor, while Client has an open account with Processor. If Client has more than one IP address that requires scanning, Client is responsible for any such scans. These benefits am subject et$0710 to change without notice. The payment of the Compliance Svc Fee does not affect your compliance responsibilities and obligations associated with your Merchant Account. Credit: A refund or price adjustment given for a previous purchase transaction. Credit Card: A device bearing a valid Organization Marla of Vasa, MasterCard or Discover Network and authorizing the Cardholder to buy goods or services on credit and, to the ex- tent the Schedules so provide, a valid device authorizing the Cardholder to buy goods or services on credit and issued by any other Card Organization specified on such Schedules. Credit Draft. A document evidencing the return of merchandise by a Cardholder to a Client, or other refund or price adjustment made by the Client to the Cardholder, whether electronic, paper or some other form, all of which must conform to Card Organization. Rules and applicable law. Credit Limit: The credit line set by the Issuer for the Cardholder's Credit Card account. Customer Activated Terminal (CAT): A magnetic stripe terminal or drip- reading device (such as an automatic dispensing machine, Limited Amount Terminal, or Self - Service Terminal) that is not an ATM. Debit Card: See either PIN Debit Card or Non -PIN Debit Card. Dial -Up Terminal: An Authorization device which, like a telephone, dials an Author- ization Center for validation of transactions. Discount Rate: A percentage rate and/or amount charged a merchant for processing its qualifyingdaily Cxedit Card and Non -PIN Debit Card transactions, asset forth in the Appli- cation. Transactions that fail to meet applicable interchange requirements will be charged additional amounts as set forth in Section 18.1. Early Cancellation Fee: A fee in the amount indicated on your Merchant Processing Application, charged in the event that: (a) you elect to cancel this Merchant Application and Agreement prior to Ole expiration of the initial thirty -six (36) month term of the Merchant Application and Agreement; or (b) this Merchant Application and Agreement is terminated prior to the expiration of the initial thiny -six (36) month temp due to an Event of Default, except as provided in Section 23. Electronic Benefit Transfer (EBT): An Electronic Ber.Ins Transfer system used to deliver terrain government delivered benefits, including without limitation Cash Benefits and Food Stamp Benefits, to EST customers. Electronic Draft Capture (EDC)t A process which allows a membants Dial -Up Ter- minal to receive Authorization and capture transactions, and electronically transmit then to the Processor. This eltimnams the need to submit paper for processing. Factoring, The submission of authorization requests and/or Sales Drafts by a merchant for Card sates or cash advances transacted by Another business. General Terms: Section of the Program Guide, including any amendments or tendl- fications. Gross: When referred to in connection with transaction amounts or fees, refers to the total amount of Card sales, without set -off for any refunds or Credits. Imprinter: A manual or electric machine used to physically imprint the merchants name and ID number as well as the Cardholders name and Card number on Sales Drafts. Issuer: The financial institution or Cant Organization which bas issued a Card to a Person. Limited Amount Terminal: A Customer Activated Terminal that has data capture only capability, and accepts payment for items such as parking garage fees, road tolls, motion picture theater entrance, or magnetic- stripe telephones. Magnetic Stripe: A stripe of magnetic information affixed to the back of a plastic Credit or Debit Card, The Magnetic Stripe contains essential Cardholder and account information. Marks: Names, logos, emblems, brands, service marks, trademarks, trade names, tag lines or other proprietary designations. Media: The documentation of monetary transactions 0 c -, Sales Drafts, Credit Drafts, computer printouts, etc.) Merchant Account Number (Merchant Number): A number thatnmmerically idet- ffies each merchant location, outlet, or line of business to the Processor for accounting and billing purposes. Merchant Identification Card: A plastic embossed card supplied to each merchant to be used for imprinting information to be submitted with each Batch of paper Sales Drafts. Embossed data includes Merchant Account Number, name and sometimes merchant ID code and terminal number. Merchant Processing Application: The Merchant Processing Application and Agree ment executed by Client, Processor and Sank, which is one of the documents comprising the Agreement. Merchant Provider: Any Person engaged by you to provide services to you involving or relating to (1) access to Cardholder data, transaction data or information related to either. Cardholder data or transaction data or (if) PIN encryption, including without limitation, Encryption Service Organizations (ESOs). 'Non -PIN Debit Card: A device with a Visa. MasterCard or Discover Network Mark that Services: The activities undertaken by Processor and/or Bank, as applicable, to authorize, is'tied to a Cardholder's bank account or a prepaid accountand which is processed without process and settle all United States Dollar denominated Visa, MasterCard and Discover the use of a PIN. Network transactions undertaken by Cardholders at Client's location(s) in the United S d 11 h f P th fl tin a uiredb Non - Qualified Interchange Fee: The difference between the interchange feeass'ociated with the Anticipated Interchange Level and the interchange fee associated with the more costly interchange level at which the transaction actually processed. Non - Receipt of PCI DataYalidation Fee: Fee charged after 6 months and each month thereafter, if we have not received merchant's validation of PCI -DS5 compliance. You must maintain PCI Compliance at all times and re- certify your compliance annually, quarterly or as otherwise required in order to avoid this fee in the future. We reserve all of our rights under the rMerclrant Agreement, including but not limited to terminating your services for non - compliance with association rules and regulations. Operating Procedures: The manual prepared by Processoq containing operational procedures, instructions and other directives relating to Card transactions. The current Operating Procedures are set forth in the Program Guide. Other Services: Other Services include all services related to JCB Card, PIN Debit Card, and EBT Transactions, Equipment purchase and rental, Gift Card Services, Loyalty Services and Transactions involving Cards from other Non -Bank Card Card Organizations such as Voyager Fleet Systems, Inc., Wright Express Corporation and Wright Express Financial Services Corporation. PAN Truncation: A procedure by which a Cardholder's copy of a Sales Draft or Credit Draft, or as required by applicable lave, the Sales Draft or Credit Draft you retain, will only reflect the last four digits of the Card account number, States Person: A third party individual or entity, other than the Client, Processor or Bank. PIN: A Personal Identification Number entered by the Cardholder to submit a PIN Debit Card transaction. PIN Debit Card: A device bearing the Marks of ATM ncovorks (such AS NYCE or Star) used at a merchant location by means of a Cardholder- entered PIN in the merchant PIN Pad. PIN Debit Cards. PIN Debit Sponsor Bank: The PIN Debit Sponsor Bank(s) identified on the Application signed by you that is /are the sponsoring or acquiring bank(s) for certain PIN Debit networks. Point of Sale (POS) Terminal: A device placed in a merchant location which is con- nected to the Processor's system via telephone lines and is designed to authorize, record and transmit settlement data by electronic meuns for all sales transactions with Processor. Processor. 'Ihe entity identified on this Application (other than the Bank) which provides certain services under this Agreement. Program Guide: The booklet which contains Operating Procedures, General Terms, Third Party Agreements and Confirmation Page, which together with the Application and the Schedules thereto and documents incorporated therein, constitute your Agreement with Processor and Bank. Recurring Payment Indicator: A value used to identify transactions for which a Card- holder provides permission to a merchant to bill the Cardholders Card account at either a predetermined interval or as agreed by the Cardholder for recurring goods or services. Referral: A message received from an Issuer when an attempt for Authorization requires a call to the Voice Authorization Center or Voice Response Unit MU). Reserve Account An account established and funded at our request or on your behalf, pursuant to Section 24 of the Agreement. Resubmissiont A transaction that the Client originally processed as a Store and Forward transaction but received a soft denial from the respective debit network or Card Organi- zation, The resubmission transaction allows the merchant to attempt to obtain an approval for the soft denial, in which case Client assumes the risk that the transaction fails. Retrieval Request /Transaction Documentation Request: A request for docummh- tation related to a Card transaction such as a copy of a Sales Draft or other transaction source documents. Sales /Credit Summary: The identifying form used by a paper Submission merchant to indicate a Batch of Sales Drafts and Credit Drafts (usually one day's wort). Not a Batch header, which is used by electronic membans. Sales Draft- Evidence of a purchase, rental or lease of goods or services by a Cardholder from, and other payments to, Client using a Card, including preaut prized orders and recurring transactions (unless the context. requires otherwise); regardless of whether the form of such evidence is in paper or electronic form or otherwise, all of which must con- form to Card Organization Rules and applicable law. Schedules: The attachments, addenda and other documents, including revisions thereto, which may be Incorporated into and made part of this Agreement concurrently with or after the date of this Agreement. Self-Service Terminal: A Customer Activated Terminal that accepts payment of goods or services such as prepaid cards or video rental, ties electronic capabilityend does not accept PINS. cts0710 an a of er acnvntres necessary or mcesso o per ohm a me e s r q y this Agreement for Discover Network and all other Cards covered by this Agreement. Servicers: For Visa and MasterCard Credit, Non -PIN Debit Card transactions, PIN Debit, Bank and Processor collectively, in which case, Bank and Processor shall bejotntly, but not also severalty, liable to the Client. For all other Card transactions, Processor. The words "our," "us" and "we" refer to Servicers. Settlement Account: An account or account(s) At.a financial institution designated by Client as the account to be debited and credited by Processor or Bank for Card transactions, fees, Chmgebacks and other amounts due under the Agreement or in connection with tilt Agreement. Split Dial• A process which allows the Authorization terminal to dial directly to different Card processors (e.g., American Express) for Authorization, In this instance, the merchant cannot be both WC and Split Dial. Split Dial is also utilized for Check Guarantee companies. Split Dial /Capture: Process which allows the Authorization terminal to dial directly to - different Card processors (e.g., Amex) for Authorization and Electronic Draft Capture. Store and Forward: A transaction that has been authorized by a merchant when the merchant cannot obtain an Authorization while the customer is present, typically due to a communications failure. The merchant will store the transaction electronically in their .host system and retransmit the transaction when communications have been restored. Submission: The process of sending Batch deposits to Processor for processing. This may be done electronically or by mail, Summary Adjustment An adjustment to your Submission and/or Settlement Accounts in order to correct errors. (See Section 10.3 and 10.4). Telecommunication Card Sale: individual local or long- distance telephone calls, for which the telephone service provider is paid directly by use of a Card. These do not include, however, calls paid for with pre -paid telephone service cards. Telecommunication Cam Sales are considered Card Not Present Sates. Transaction Fees: Service costs charged to a merchant on a per transaction basis. Us,We and Our: See Servicers. You,Yaur: See Client. ..ad's 1 "f All payments to Client shall be through the Automated Clearing House ( "ACH ") and shall normally be electronically transmitted directly to the Settlement Account you have designated or any successor account designated to receive provisional funding of Clients Card sales pursuant to the Agreement. Client agrees that any Settlement Account designated pursuant to the preceding sentence will be an account primarily used for business purposes. Neither Welts Fargo Bank, N.A. nor CTS HOLDINGS, LLC (CTS) can guarantee the time frame in which payment may be credited by Client's financial institution where the Settlement Account is maintained. Client hereby authorizes Wells Fargo Bank, N.A. and its authorized representa- tive, including CTS, to access information from the Settlement Account and to initiate credit and/or debit entries by bankwire or ACH transfer and to authorize your financial institution to block or to initiate, if necessary, reversing entries and adjustments for any original entries made to the Settlement Account and to authorize your financial institution to provide such access and to credit and/or debit or to block the same to such accomrt. This authorization is without respect to the source of any funds in the Settlement Account, is irrevocable and coupled with an Interest This authority extends to any equipment rental or purchase agree- ments which may exist with Client as well as to any fees and assessments and Chargeback amounts of whatever kind or nature due to CTS or Wells Pogo Bank, N.A. under terms of this Agreement whether arising during or after termination of the Agreement. This authority is to remain in full force and effect at all times unless and until CTS and Wells Fargo Bank, N.A. have consented to its termina- tion atsuch time and in such a manner as to afford them a reasonable opportunity to act on it. In addition, Client shall be charged thirty dollars ($30.00) for each ACH which cannot be processed, and all subsequent funding may be suspended until Client either (f) notifies CTS that ACH's can be processed or (if) a new elec- tronic funding agreement is signed by Client. Client's Settlement Account must be able to process or accept electronic transfers via ACH. oil MISIMM Automated Clearing House (ACH). Your funds for MasterCard, Visa and Discover Network transactions will be processed and transferred to your financial institution within two (2) Business Days from the time a batch is received by Processor if your financial institution is the Bank. If your financial institution is not the Bank, your MasterCard, Visa and Discover Network transactions will be processed via the Federal Reserve within two (2) Business Days from the time a batch is received by Processor. The Federal Reserve will transfer such amounts to your Financial institution. Your initial MasterCard, Visa and Discover Network rates are stated on your Application and may be adjusted from time to time including to reflect a Any increases or decreases in the interchange and /or assessment portion of the fees; b. The appropriate interchange level as is consistent with the qualifying criteria of each transaction submitted by Chemt e. Increases in any applicable sales or telecommunications charges or taxes levied by any state, federal or local authority related to the delivery of the services pro- vided by CTS when such costs are included in the Service or other fixed fees. A Monthly Mhtim in Processing Fee will be assessed immediately after the date Clients Application is approved. (Refer to Service Fee Schedule, if applicable.) In addition to the PIN Debit Card transaction fees set forth on the Application, Client shall be responsible for the amount of any processing fees imposed upon a transaction by the applicable debit network. cis0710 The parties further agree and acknowledge that, in addition to any remedies contained herein or otherwise available under applicable law and, if (a) Client breaches this Agreement by improperly terminating it prior to the expiration of the initial term of the Agreement, or (b) this Agreement is terminated prior to the expiration of the initial term of the Agreement due to an Event of Default, then Servicers will suffer a substantial injury that is difficult or impossible to accurately estimate. Accordingly, the parties have agreed that the amount described below is a reasonable pre - estimate of Servicers' probable loss. Such amount shalt be paid to Servicers within 15 days after Clients receipt of Servicers' calculation of the amount due. You agree to pay us as an "Early Cancellation Fee" in the amount indicated on your Merchant Processing Application. Client's obligation with respect to the Monthly Minimum Processing Fee will end simultaneously with CTS' receipt of termination fees. Pursuant to Section 6050W of the Internal Revenue Code, merchant acquiring entities and third party settlement organizations are required to file an mfcrma- tfon return for each calendar year beginning January, 1, 2011 reporting all payment card transactions and third party network transactions with payees occurring in that calendar year Accordingly, you will receive a Form 1099 reporting your gross transaction amounts for each calendar year beginning with transactions processed in calendar year 2011. In addition, amounts reportable under Section 605OW are subject, to backup withholding requirements. Payers are required to perform backup withholding by deducting and withholding income tax from reportable transactions if (a) the payee fails to provide the payees taxpayer identification number (TIN) to the payor, or (b) if the IRS notifies the payer that the TIN (when matched with the name) provided by the payee is incorrect. Accordingly, to avoid backup withholding, it is very important that you provide us with the correct name and TIN that you use when filing your tax return that includes the transactions for your business. PROCESSOR'. CTS Holdings, LLC. P.O. Box 5180 Simi Valley, CA 93062 Wells Fargo Bank N.A.: 1200 Montego Way Walnut Creek, CA 94598 Attn: Merchant Services (925) 746 -4143 if this application for business credit is denied you may obtain a written statement of the specific reasons for denial. To obtain the statement, please contact Credit Initiation, 1307 Walt Whitman Road, Melville, NY 11747, 1. 800 - 767 -2484 W. 32900, within sixty (60) days from the date you are notified of our decision. We will send you a written statement of reasons for the denial within thirty (30) days of receiving your request. Please read the Program Guide in its entirety. It describes the terms under which we will provide merchant pt: Ing Services to you. From time to time you may have questions regarding the contents of your Agreement with Bank and /or Pra e`s, r. The,;foliowing infor- mation summarizes portions of your Agreement in order to assist you in answering some of the questions wel §A most =ca,,'fionly asked: I. Your Discount Rates are assessed on transactions that qualify for certain reduced interchange rates imposed by MasterCard and Visa. Any transactions that fail to qualify for these reduced rates will be charged an additional fee (see Section 18 of the Program Guide). 2. We may debit your bank account from time to time for amounts owed to us under the Agreement. 3. There are many reasons why a Chargeback may occur. When they occur we will debit your settlement funds or settlement ac- count. For a more detailed discussion regarding Chargebacks see Section 10 of Card Processing Operating Guide. 4. If you dispute any charge or funding, you must notify us within 60 days of the date of the statement where the charge or funding appears for Card Processing. 5. The Agreement limits our liability to you. For a detailed des- cription of the limitation of liability see Section 20 of the Card . Processing General Terms. 10. Association Disclosure Visa and MasterCard Member Bank Information: Wells F: The Bank's mailing address is 1200 Montego Way, Walnut Creek, Important Member Bank Responsibilities: ��tt a) The Bank is the only entity approved to extend acceptantAi Visa and MasterCard products directly to a Merchant. ° ^. b) The Bank must be a principal (signer) to the Merchant Agree er c) The Bank is responsible for educating Merchants on pertinent Visa and MasterCard rules with which Merchants must comply; but this information may be provided to yo by Processor. d) The Bank is responsible for and must pro , - ,'ttlement funds to the Merchant. e) The Bank is responsible for all funds held in re M' IL derived from settlement. - .�..^, = Print Client's Business Legal 6. We have assumed certain risks bj' et ,t r1rM you rd processing or check services. Accbzding`I e certafAk.e_'ons to mitigate our risk, including tern ifon of ill E n or hold monies otherwise payable touee Card Prota' r9" gal' Terms in Section 23, Term; EveANN 1t and Section 2ne Account; Security Interest). 7. By executing this A r, e�Fn t�tj,u are authorizing us and our Affiliates to obtain fifi�,.e al and erd r1d ation regarding your busi- ness and the signers guarantors a i4 e'" ement until all your obligations to tt ,apd our Affiliates are satsfffi $. The Agreerrle"..;rgp's a°�rrision that in the event you terminate the Agreement ear uumia -. e o e'ox the payment of an early can- - cellation fee as's`t' . i,1.Additional Fee information., i s Im 9. If you lease egatp fro P�oaeses sor, it is important that you review Section 1 in it elnents. THIS IS A NON - CANCELABLE LEMIURR THE FUI INDICATED. N.A. All V and its phone`Sttber is (925) 746 -4143. Cardholder data security and storage n fraud and Chargebacks below Association thresholds. and understand the terms of the Merchant Agreement. with Association rules, By its signature below, CIv"61d,' - howled 4' has received the complete Program Guide (version cts0710) consisting of 26 pages (including this conf[rmati -n) - ;OL HAV -0' ; T ,€CEIVED AND REVIEWED THE COMPLETE 26 PAGES OF THE PROGRAM GUIDE, DO NOT SIGN THISG= _.ATIO 'P E. Client further acknowledges readi g y ' - agreeing to all terms in the Program Guide,which shall be incorporated into ClienesAgree- ment. Upon receipgned facsimi _original of this Confirmation Page by us, Client's Application will be processed. No alterations or'str�_egq_6,s to the Pro g Guide will be accepted. Client's Business Prm;D.tp,6!ivON .,o=—,,..��_.. •- Title Date _ _ Please P-ft bb g„Slgner Cts075D 25 Please read the Program Guide in its entirety. It describes the terms under which we will provide merchant processing Services to you. From time to time you may have questions regarding the contents of your Agreement with Bank and/or Processor. The following infor. mation summarizes portions of your Agreement in order to assist you In answering some of the questions we are most commonly asked. 1. Your Discount Rates are assessed on transactions that qualify for certain reduced interchange rates imposed by MasterCard and Visa, Any transactions that fail to qualify for these reduced rates will be charged an additional fee (see Section 18 of the Program Guide). 2. We may debit your bank account from time to time for amounts owed to us under the Agreement. 3. There are many reasons why a Chargeback may occur. When they occur we will debit your settlement funds or settlement ac- count. For a more detailed discussion regarding Chargebacks see Section 10 of Card Processing Operating Guide. 4. if you dispute any charge or funding, you must notify us within 60 days of the date of the statement where the charge or funding appears for Card Processing. S. The Agreement limits our liability to you. For a detailed des- cription of the limitation of liability see Section 20 of the Card Processing General Terms. 10. Association Disclosure 6. We have assumed certain risks by agreeing to provide you with Card processing or check services. Accordingly, we may take certain actions to mitigate our risk, including termination of the Agreement, and /or hold monies otherwise payable to you (see Card Processing General Terms in Section 23, Term; Events of Default and Section 24, Reserve Account; Security Interest). 7. By executing this Agreement with us you are authorizing us and our Affiliates to obtain financial and credit information regarding your busi- ness and the signers and guarantors of the Agreement until all your obligations to us and our Affiliates are satisfied. 8. The Agreement contains a provision that in the event you terminate the Agreement early, you will be responsible for the payment of an early can- cellation fee as set forth in Part 71, A.3 under "Additional Fee information." 4. if you lease equipment from Processor, it is important that you review Section 1 in Third Party Agreements, TIIIS IS A NON - CANCELABLE LEASE FOR THE FULL TERM INDICATED. " Visa and MasterCard Member Bank Information: Wells Fargo Bank N.A. The Bank's mailing address is 1200 Montego Way, Walnut Creek, CA 94598, and its phone number is (925) 746 -4143. Important Member Bank Responsibilities: a) The Bank is the only entity approved to extend acceptance of Visa and MasterCard products directly to a Merchant. b) The Bank must be a principal (signer) to the Merchant Agreement.. c) The Bank is responsible for educating Merchants on pertinent Visa and MasterCard rules with which Merchants must comply; but this information may be provided to you by Processor. d) The Bank is responsible for and must provide settlement funds to the Merchant. e) The Bank is responsible for all funds held in reserve that are derived from settlement. Print Client's Business Legal Name: Important Merchant Responsibilities: a) Ensure compliance with Cardholder data security and storage requirements. b) Maintain fraud and Chargebacks below Association thresholds. c) Review and understand the terms of the Merchant Agreement. d) Comply with Association rules. By its signature below, Client acknowledges that it has received the complete Program Guide (version cts0710) consisting of 26 pages (including this confirmation). IF YOU HAVE NOT RECEIVED AND REVIEWED THE COMPLETE 26 PAGES OF THE PROGRAM GUIDE, DO NOT SIGN THIS CONFIRMATION PAGE. Client further acknowledges reading and agreeing to all terms in the Program Guide,which shall be incorporated into Client's Agree- ment. Upon receipt of a signed facsimile or original of this Confirmation Page by us, Client's Application will be processed. No alterations or strike -outs to the Program Guide will be accepted. Client's Business Principal: Signature (Please sign below): :N Please Print Name of Signer o1s9710 Date 0 New Account Setup ❑ Existing Account requesting banking change, please provide Merchant Number: Authorization Agreement for Automated Billing (ACH Debits) and For Direct Deposit (ACH Credits) Merchant Legal Name / DBA City of South Miami (PLEASE PRINT) 6130 Sunset Drive South Miami crorP FL 7io 33143 The undersigned represents and warrants that he /she is an authorized representative of the above listed Merchant and is authorized to enter into this Agreement on behalf of the Merchant. Merchant, through its authorized representative, hereby authorizes Paymentech, LLC and its affiliates and subsidiaries (collectively "Chase Paymentech ") to initiate credit and debit entries to the account indicated below on a recurring basis and without regard to the source of any moneys in the Account. Merchant agrees to comply with the National Automated Clearing House Associations' rules for electronic payments at all times. Bank Name: First National Bank of South Miami Account Name: City of South Miami Account Type: ❑✓ Checking [I Savings ❑ Other: Bank Routing No. P] E D E E E E E E Account No. M E El a a El E[E E❑ El FIE] ❑❑❑ El This authority will remain in full force and effect until Chase Paymentech notifies you that all monies due from you under the terms of your Merchant Agreement have been paid in full. Name Hector Mlrabile, PhD Title City Manager (PLEASE PRINT) (PLEASE PRINT) 11 -28 -2010 CHASE � � ftvmc MERCHANT APPLICATION AND AGREEMENT FRM -POS -1002 ESTIMATED DATE OF FIRST PAYMENT ACCEPTANCE: PAYMENT INSTRUMENT ACCEPTANCE REQUESTED: 0 CREDIT ONLY D DEBIT ONLY D CREDIT & DEBIT MERCHANT BUSINESS INFORMATION* INTERNAL USE ONLY City of South Miami 0511926 MERCHANT # MCC REFERRAL SOURCE / ASSOCIATION NAME APPLICATION ID FL 7523 seusou c °d 6201644 AGENT # "E- MAILAODRESS GORP # CHAIN # 440970008882 BUSINESS LEGAL NAME 0 C@ of South Miami 0 . SALES REP CITY PHONE# 6130 Sunset Drive SALESID FL 33162 REFERRAL# John Larkin TAXED 207 67 -8017 305 - 663 -6343 PMT2 59- 6000431 1 ESTIMATED DATE OF FIRST PAYMENT ACCEPTANCE: PAYMENT INSTRUMENT ACCEPTANCE REQUESTED: 0 CREDIT ONLY D DEBIT ONLY D CREDIT & DEBIT MERCHANT BUSINESS INFORMATION* MERCHANT"DOINGSUSINESSAw NAME BUSINESS START DATE(MM /YYYY) YEARS AT THIS LOCATX)N City of South Miami 0511926 LOCATION ADDRESS (NO PO BO %) CITY STATE ZIP 6130 Sunset Drive South Miami FL 33143 TELEPHONE# °DHA FAX# PRIMARY MERCHANT CONTACT NAME "E- MAILAODRESS (305)663 -6343 Alfredo Rivero( ariverol@cityofsouthmiami.net BUSINESS LEGAL NAME IS YOUR BUSINESS HOME BASED? C@ of South Miami ❑YES 0 N MAILING /BILLING ADDRESS CITY STATE 21P 6130 Sunset Drive South Miami FL 33162 TELEPHONE# "'LEGALFAX# TAXED TOTAL# F OCATIONS 305 - 663 -6343 59- 6000431 1 PRIMARY EGAL CONTACT NAME "EMAIL ADDRESS Alfredo Riverol, CPA adveroKYlsouthmiarnifl,gov TYPE OF OWNERSHIP D SOLE PROPRIETOR OPARTNERSHIP JOINTVENTURE OLLC OPUBUCCORP OPRNATECORP MGOVTENTITY ❑NON- PROFIT 0 OTHER: IF I.I.C. TAXED AS 0 Disregarded entity D Corporation D Partnership STATE OF INCORPORATION DATE OF INCORPORATION TRADING SYMBOL(ifpubrio) I5 YOUR BUS1NEBB SEASONAL? OYES 0 NO TYPEOFOUSINESS ®RETAIL UWHOLESALE ITINTERNET ORESTAURANT ❑LODGING EIMAILORDER pTELEPHONEORDER DCONVENIENCESTORE O CONVENIENCE STORE WITH GAS 0 BUSINESS TO BUSINESS CI HOME -BASED ❑ OTHER: LIST ALL WESSITE ADDRESSES DESCRIBE THE MERCHANDISE SOLD OR SERVICES PROVIDED =METHODS METHODS (please attach any materjals) ❑YELLOW PAGES AD ❑CATALOG ❑DIRECT MAIL 13N /RADIO ❑OUTBOUND TELEMARKETING O NEWSPAPER/ MAGAZINES O REFERRAL ❑ INTERNET D E -MAIL D INSERTS D INFOMERCIAL 0 RETAIL STORE D MULTI -LEVEL MARKETING El INBOUND TELESERVICES D OTHER HAS THE MERCHANT SUFFERED A DATA BREACH INVOLVING A LOSS OF PAYMENT INSTRUMENT/ CARDHOLDER INFORMATION IN THE PAST 12 MONTHS? DYES ®NO IF YES PLEASE EXPLAIN IN DETAIL IN A SEPARATELYATTACHED LETTER HAS THE MERCHANT EVER FILED FOR BANKRUPTCY? OYES ®NO IF YES, FILING STATE: CHAPTER FILED: FILING DATE: EMERGENCE DATE: REPORTING r- • [I MAIL CHARGESACK REQUESTS TO: ®CORPORATE 130HAIN ❑OUTLET 0 MAIL RETRIEVAL REQUESTS TO: 0 FAX RETRIEVAL REQUESTS TO: 0 CORPORATE 0 CHAIN 0 OUTLET D MAIL STATEMENTS TO: 0 E -MAIL STATEMENTS TO: ❑FAX STATEMENTS TO: WILL MERCHANT BE USING CLIENTLINE7 YES DNO WILL MERCHANT BE USING RESOURCE ONLINE? ®YES ONO IF YES, EMAIL ADDRESS USED FOR LOG -ON: IF YES, EMAIL ADDRESS USED FOR LOG -0N: [I CORPORATE [I CHAIN 0OUTLET ariverol @cityofsouthmiami.net D CORPORATE I CHAIN 0 OUTLET SALES DEPOSIT & REFUND POLICY % ANNALTRA;SACTIONS 0D% INTERNET 0% CARD SWIPE 1OOD�D O °�D T000 °Po MAILf PHONE 0 FACE OFACE WILL THE CARDHOLDER BE CHARGED ON A RECURRING BASIS? 0 YES N NO IF YES, PLEASE INDICATE THE FREQUENCY OF CHARGES D 30 DAYS 060 DAYS 090 DAYS []ANNUALLY 0 OTHER: %CUSTOMER ORDERS DEOVEREOIN: ODAYS 10D% 1 -70AYs 0% S -14 DAYS 0% 13-30DAY30% >30DAYS 0°k TOTAL =100°h NUMBER OF DAYS TO PREPARE SHIPMENTS FOR DELNERY FROM DATE OF ORDER:' ARE CUSTOMERS REQ IRED To PROVIDE A DEPOSIT? ❑YES ONO nH I IF YES, WHAT PERCENTAGE OF THE TOTAL SALE IS REQUIRED? % PAYMENT'INSTRUMENT TRANSACTIONS ARE SUBMITTED FOR PROCES SING OONDATEOFORDER O:ONDATEOFDELNERY OOTHER: 00 YOU HAVE A REFUND POLICY FOR YOUR PAYMENT INSTRUMENT TRANSACTIONS? ®YES [3 REFUND POLICY aEXCHANGE OSTORE CREDIT NO El CREDIT PAYMENT INSTRUMENT(naal question) DOTHER 1 IF YES PLEASE ATTACH IF YOU CREDIT THE PAYMENT INSTRUMENT, WITHIN HOW MANY DAYS DO YOU DEPOSIT THE CREDIT TRANSACT ION? 00 -3DAY5 04 -7DAYS 08- 14DAYS WNAT%OF PRODUCT SERVICE DOES CUSTOMER RECEIVE AT TIME OF PURCHASE? 100% page 1 of 12 Standard Merchant (Titan) Application & Agreement- Ra 07109 e+ +T : • • -� •• • • • • • - s r 1. OWNER NAME TITLE %OF OWNERSHIP e/ HOMEADDRESS CITY STATE ZIP HOME TELEPHONE# DATE OF BIRTH SOCIAL SECVRITV0 DRIVER'S LICENSE# STATE HAS OWNER 01 EVER MANAGED OR OWNED ANOTHER BUSINESS THAT ACCEPTED PAYMENT INSTRUMENTS? ❑YES [I NO PREVIOUS BUSINESS NAME: CITY: STATE: ZIP HAS OWNER #t EVER FILED FqR BANKRUPTCY? YES p NO STATE: CHAPTER FILED: FILING DATE: EMERGENCE DATE: 2. OWNER NAME TITLE % OF OWNERSHIP HOME ADDRESS CITY STATE ZIP HOME TELEP HONE # DATEOFBIRTH SOCIALSECURM# DRIVER'S LICENSE# STATE HAS OWNER EVER MANAGED OR OWNED ANOTHER BUSINESS THAT ACCEPTED PAYMENT INSTRUMENTS? ❑YES ❑NO PREVIOUS BUSINESS NAME: CITY: STATE: HAS OWNER #2 EVER FILED FOR BANKRVPTCYT YES Np STATE CHAPTER FILED FILING DATE EMERGENCE DATE COMPANY PRESIDENT COMPANYCFO HE UNDER81WED REPRESENTS AND WARRANTS THAT RUBLE IS AN AUTHORZED REPRESENTATIVE OF THE AEOVE LISTED MERCHANT AND IS AUTHORIZED TO ENTER INTO THIS MERCHANT, THROUGH ITS AUTHORIZED REPRESENTATIVE, HEREBY AUTHORIZES PAYMENTECH AND ITS AFFILIATES APPLICATION AND AGREEMENT ON BEHALF OF THE MERCHANT. ALD TO NTH THE NATIONAL AUTOMATED MATED CLEARNGHOUSE ASSROCATIONS 'RU ES FORELECTRONIC PAYM NTS ATALLOIMES ONEY$ IN TIHEIACCOUNT. MERCHANTAGREES COMPLY THIS AUTHORITY WILL REMAIN IN FULL FORCE AND EFFECT UNTIL PAYMENTECH NOTIFIES YOU THAT ALL MONIES DUE FROM YOU UNDER THE TERMS OF THIS MERCHANT AGREEMENT HAVE BEEN PAID IN FULL. BANK NAME ACCOUNT NAME ACCOUNT TYPE First Bank of South Miami Did Aa°um f ,National ° r 0 0 .. x... ..G 1pSAVINGS ACCOUNTA � I' fu Ft ? 9~$40 BANK I LENDER NAME ACCOUNT NAME IAABA `RlFO^U^T'IING #, .' f 'A��i ACCOUNT#j�"�"' "ag'''''' CONTAGI C�A�HI NNW YON9101 NAME OF FVLFILLMENT HOUSE (If arty) FULFILLMENT NOUSEADDRESS Citt STATE ZIP IF USINGAFOLFILLMENT NOVSE, WNO DWNS THE MAJORRY QELIVERY TIMEFRAME pELiVERY METHOb ❑LISPS ❑COURIER QOTHER: OF THE INVENTORY? ❑ MERCHANT ❑ FVLFILLMEM HOU5E • • `$0 ANNUAL VISNMC $$O$,$$$ ANNUAL DISCOVER $24,000 ANNVAL AMIEX ANNVAL DEBIT• $0 DOLLAR VOLUME DOLLAR VDLUME DOLLAR VOLUME DOLLAR VOLUME $2 AVERAGEVISAJMC $Z AVERAGE DISCOVER $2 AVERAGE AMIEX $0 AVERAGE DE6IT TRANSACTION AMOUNT TRANSACION AMOUNT TRANSACTION AMOUNT TRANSACTION AMOUNT ANNUALVISAIMC ANNUAL DISCOVER 12000 ANNUAL AMIEX 0 7RANSACTON VOLUME ANNUAL DEBn TRANSACTION VOLUME TRANSACTION VOLUME TRANSACTION VOLUME TOTAL DOLLAR $8001000 TOTAL TRANSACTION 400000 HIGHEST TRANSACTION AMOUNT. REGARDLESS OF PAYMENT BRAND $2,000.00 VOLUME VOLUME DO YOU CURRENTLY HAVE AN AMERICAN EXPRESS S£ #7 IF YOU WOULD LIKE PAYMENTECH TO REQUEST AN AMERICAN EXPRESS SE # YES ® NO SE #: ON YOUR BEHALF, PLEASE READ AND SIGN BELOW E UkRNTPAYMENT PROCESSOR (#appli¢aNe) REASONFOR LEAVING CVRRENTPROCESSOR Vf appiksble) ADDRESS CITY: STATE: ZIP: EQUIPMENTTYPE: RENT PURCHASE LEASE RE- PROGRAM E9SOFIWARECODNGONLY: ad"O notiw for exceesly¢ fraud, Iert�MMertNO NAVE YOU OR AN DO YOVR OWNERSIO F�C£RS EVEReEEN PLACED ONAMATON (M COntTOiNB RlS Merchans)?g excVe�sNe Chargebacks�ete)OR DYES N No IF YES, PLEASE EXPLAIN IN DSTAR IN A SEPARATELY ATTACHED LETTER Vidra ch a s . da+e otnotlCe, result. elu ®YES ❑NO PCi MERCHANT LEVEL ?(eeam oaanaudtadiransach-Pa e" single Payment Brand euoss all acceptance channels) ARE YOU Pa COMPLIANTT PAYMENT APPLICAIDN BSED (verMOr, produa, and version) ❑LEVER ( >EMM) ❑ LEVEL3"'D mmercaon"'h' .D00 e- mmm¢rce.gMM loth) ❑LEVEL2( >t MM IRO BMM) ®LEVEL4 (olhwc) THgi STORE, PROCESS, TRANSMIT OR HAVE ACCESS TO CREDIT CARD DATA ON YOUR BEHALF? L03 YES; ®NO QO Y0U CONTRACT WITH ANY OTHER 7HHtD PARTIES IF YES PLEASE PROVIDE NAMES AND CONTACT INFORMATION INASEPARATELY ATTACHED DOCUMENT Page 2of 12 Siendard Merthard (Titan) Applle9tlal &Agreement- Rev 07109 FOR PAYMENTECH TO REQUEST AN AMERICAN EXPRESS NUMBER ON BEHALF OF THE MERCHANT THROUGH THE AMEX ESA PROGRAM: By signing below. I represent that 1 have read and am authorized to sign and submit this application for the above entity which agrees to be bound by the American E <press® Card Acceptance Agreemem ('Agreemem'), and that all information provided herein Is true, complete and accurate. I Semester Paymentech and American Express Travel Related Services Company, Inc. ("American Express') and American Express's agents and Affiliates to verify the information in this application and receive and exchange information about me personally, including by requesting reports from consumer reporting agencies, and disUose Such information to their agents. Subcommittee, Affiliates, and other parties for any purpose permitted by law. I authorize and direct Paymentech and American Express and American Express's agents and Affiliates to Inform me directly, or through the entity above, of reports about me that Nay have requested from consumer reporting agencies, Such information will include the name and address of Me agency furnishing the report. l also authorize American Express to use the reports from consumer reporting agenclas for marketing and administrative purposes. I understand Mal upon American Express's approval of the application, the entity will be sent the Agreement and materials welcoming it to American Express's Card acceptance program. 13American Express Discount Rate Or DAmerrican Express Monthly Flat Fee - 5,95 (Effective October 1, 2009 -7.95) []Retail = 0.10 Trans Fee+ 0.30 %CNP Downgrade OMerchant is a Restaurant under MCC 5811, 5812 or 6813 and will be accepting Payment Instruments Nat are 11 Services, Wholesale & All Other = 0.15 Trans Fee not present at the time of sale — 0.30 %CNP Downgrade 171 Monthly Gross Pay (+ 0.03% if 100,000 +) OPsy 3 Day Frequency Signature: Date: ` Federal regulations require that we O eoltact information to verify customer identity arid (It) retain such information for out records. ^' By providing m your fax number Or email address, you agree that we may fax andfor email information to you from time to time regarding our products and services, and third party products and services which may be of interest to you THIS MERCHANT APPLICATION AND AGREEMENT and the Terms and Conditions for Merchant Agreement (collectively referred to herein as the "Agreemem") are entered into by and among JPMorgan Chase Bank, N.A ("Member), Paymentech, LLC, a Delaware limited liability company ("Paymentech '), and the Merchant Identified herein ('Merchant''). Paymentech will be the sole provider to Merchant of the services necessary to authorize, process and Soule all of Merchant's Transactions set forth in Schedule A and pursuant to the terms and conditions of the Agreement. If a third party referred you to us for the services provided under this Agreement, such third party may be a party to the Agreement, but has nw rights with respect to Merchant except as provided in such third party's agreement with us. FOR MERCHANT AND INDIVIDUAL GUARANTORS —As the person signing below on behalf of the business designated on the above Application ( °Merchant "), I certify that I am an owner. partner or offfcar of the Merchant and have been duly authorized to sign this Merchant Application and Agreement on behalf of the Merchant. Merchant and each guarantor signing below CGuarantor) hereby acknowledge that they have each received and read (1) the Terms and Conditions for Merchant Agreement, (2) Schedule A (Pricing) and (3) the Operating Guide. Merchant agrees to be bound by the terms and conditions contained in those documents, and each Guarantor hereby agrees to be bound as a Guarantor of the Merchant's obligations under this agreement, according to the Personal Guaranty contained in the Terms and Conditions for Merchant Agreement. Merchant hereby authorizes Paymentech to credit and debit Merchant's designated bank account(s) in accordance with this Agreement. Merchant represents and warrants that all irdommilon on this Application, and the related Information submitted in conjunction with the Application, is true, complete and not misleading. The Application now belongs to Paymentech and Member. Merchant understands that the application fee Is non-refundable, Merchant, each Owner/Officer and each Guarantor hereby authorizes and agrees that Paymentech. Member, or their designees, may Investigate and verify the credit and financial information of Merchant, each Owner)Officer and any individual Guarantor and may obtain consumer and commercial credit reports on the Guarantors, OwnerslOfffcers and Merchant from time to time. If the Application Is approved, subsequent consumer and business credit reports may be required or used in connection with the maintenance, updating, renewal or extension of the Agreement. The Merchant, Owners/Officers and each Guarantor agree that all business references, including banks, may release any and all credit and financial information to Paymentech. ANY UNILATERAL ALTERATION, STRIKEOVER OR MODIFICATION TO THE PREPRINTED TEXT OR LINE ENTRIES OF THIS MERCHANT APPLICATION AND AGREEMENT SHALL BE OF NO EFFECT WHATSOEVER, AND AT PAYMENTECH'S SOLE DISCRETION, MAY RENDER THIS MERCHANT APPLICATION INVALID.PERSONAL GUARANTY To Induce Paymentech and Member to enter Into the Agreement (as the same may hereafter be renewed, modified, extended, or amended, the "Agreement), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the guarantors named herein and who are signing below (each a "Guarantor" and collectively, the "Guarantors'), jointly and severally, irrevocably, and unconditionally guarantee to Paymentech, and its successors and assigns the due and punctual payment of the 'Indebtedness" (hereinafter defined). As used herein, the term 'indebtedness" means all indebtedness, obligations, and liabilities of the merchant identified herein to Paymentech at any time created or arising, including, without limitation, to all Indebtedness, obligations, and liabilities of Merchant arising under the Agreement. This Personal Guaranty is a guaranty of payment and not a guaranty of collection. Each Guarantor agrees that he or she Is liable for the Indebtedness as primary obligor. Paymentech may proceed against one or more Guarantors whether or not Paymentech Proceeds against Merchant, any other obligors, or any collateral securing the Indebtedness. This Personal Guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to any Indebtedness arising or created after any attempted revocation. Each Guarantor acknowledges that he or she will benefit from the services and financial accommodation provided by Paymentech to Merchanrs business. Each Guarani" is familiar with, and has independently reviewed books and records regarding, the financial condition of Memmert and is familiar with the value of any and all collateral intended to be created as security for the payment of the Indebtedness. However, no Guarantor is relying on such financial condition or collateral, including, without limitation, the Merchant's Reserve Account (as defined in Section 4.6 of the Agreement) if art/, as an inducement to solar into this Personal Guaranty. The obligations of each Guarantor hereunder shall be enforceable Irrespective of the validity, legality, or enforceability, of Merchant's obligations (including without limitation, the expiration of any applicable limitations period) and shall cwt in any way be affected by or conditional upon (i) any action taken under the Agreement or the exercise of any right or power thereby conferred; (li) the bankruptcy or similar proceedings involving or affecting Merchant; (III) any assignment, modglca ton, alteration, or amendment of, or addition to, the Agreement whether with or without such Guarantor's knowledge or consent: (iv) any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Indebtedness; (v) any adjustment, Indulgence, forbearance, or compromise that might be granted by Paymentech to Merchant or any Guarantor, or (vi) any other action, inaction, or circumstance whatsoever (with or without notice to or knowledge of or consent by such Guarantor) that may in any manner vary the risks of such Guarantor or might otherwise constitute a legal or equitable defense or discharge of any surely or guarantor. The Guarantor hereby waives all defenses based on occurrences of the types described In clauses (1) through (VI) above. Guarantors authorize Paymentech, from time to goes, without notice or demand and without affecting their liability hereunder, to (1) renew, compromise, extend, accelerate, or otherwise change the time for payment of, or otherwise change the terms of, the Indebtedness or the Agreement; (it) take and hold security for the payment of the Indebtedness or this Personal Guaranty, and exchange, entered, waive, and release any such security, or take additional Security; (il) apply such security or the proceeds thereof in such order or manner as Paymentech, in its discretion, may determine; (iv) release, in whole a in part, Merchant or any Guarantor tram liability for the payment of the Guaranteed Debt; (v) substitute any one or more of the Guarantors or acquire additional guarantors; and IV) to obtain and review such Information (including without limitation, the reports of any consumer credit bureau) as Paymentech may deem necessary to comirm Guarantors' Creditworthiness. Guarantors hereby waive notice of (i) the Incurrence by Merchant of any Indebtedness; 00 acceptance of this Personal Guaranty; (iii) any renewal, modification, extension, or amendment of the Agreement or of any other instrument or document pertaining to all or any part of the Indebtedness; (iv) the occurrence of any breach or default under the Agreement; (v) Paymemech's transfer or disposition of The indebtedness, or any part thereof; IV) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Indebtedness; (vii) protest. proof of non - payment, or default by Merchant; and (Ng) any other action at any time taken or omitted by Paymentech. Guarantors hereby waive all presentment demands for performance or payment, protests, notices of protest, nonperformance, dishonor, default and non-payment, and all other notices or tomnalities. This Personal Guaranty shall De binding on, and inure to the benefit of, the parties hereto and their respective heirs, administrators, legal representatives, Successors. and assigns. Guarantors may not, without the prior written consent of Paymentech, assign any of their rights, powers, duties, or obligations hereunder. Guarantors jolmly and severally agree to pay reasonable attorneys' fees and all other costs and expenses which may be Incurred by Paymentech in the enforcement of this Personal Guaranty, Paymentach's rights hereunder shall be cumulative of any and all other rights that Paymentech may have against Guarantors. MERCHANT: AS PART OF YOUR APPLICATION, YOU MAY BE CONTACTED BY CHASE PAYMENTECH OR A THIRD PARTY CONTRACTED BY CHASE PAYMENTECH WHO WILL NEED TO GAIN ACCESS TO YOUR BUSINESS OPERATION TO PERFORM A SITE SURVEY AND INSPECTION IN COMPLIANCE WITH PAYMENT BRAND RULES. THIS SITE SURVEY AND INSPECTION INCLUDES, AMONG OTHER THINGS, AN INTERVIEW WITH YOU REGARDING THE NATURE OF YOUR BUSINESS. THE INSPECTOR IS ALSO REQUIRED TO TAKE PHOTOGRAPHS OF YOUR BUSINESS OPERATION. NOTE THAT IF YOU ARE UNAVAILABLE FOR THE SITE SURVEY AND INSPECTION AS SCHEDULED. YOUR SETTLEMENT FUNDS WILL BE PLACED ON HOLD AND NOT RELEASED TO YOUR SETTLEMENT ACCOUNT UNTIL A SITE By: g Mena Date: 12-02-200 Ties Chief Financial ffiicer Dale: 1 &71 -2010 Print Individual Nema� Hector M'rabile PhD GUARANTORS: Individual S'Ignatum Print Individual Name: Ned RivemL CPA individual Signature Pdm Guarani" Name: Date: Prim Guarantor Name: Daft: APPROVED:PAYMENTECH, LLC, for itself and on behalf of JPMORGAN CHASE BANK, N.A. By Page 3 of 12 Standard Merchant (Titan) Application & Agreement— Rev 07109 TERMS AND CONDITIONS FOR MERCHANT AGREEMENT 1. Merchant's Acceptance of Payment Instruments. 1.1 Exclusivity. Unless otherwise expressly agreed to in writing by Paymentech to the contrary, you will tender to us Transaction Data generated from all your Transactions via electronic data transmission according to our formats and procedures. You will not use the services of any bank, corporation, entity, or person other than Paymentech for authorization or processing of Transactions throughout the term of this Agreement 1.2 Certain Payment Acceptance Policies. Each Settled Transaction and Conveyed Transaction must be evidenced by a single Transaction Data record completed with (i) the Transaction date; (ii) a brief description of the goods or services sold, returned, or canceled; (iii) the price of the goods o, services, including applicable taxes, or amount of any credit or adjustment; (iv) the Customer name; (v) your name in a manner recognizable to Customers vi our address; (vii) a customer service telephone number, (vili) any applicable terms and conditions; and (ix) any other information required by the Payment Brand Rules. Unless specifically permitted under the Payment Brand Rules, you shall not impose any surcharge or finance charge on a Transaction or otherwise require the Customer to pay the fees payable by you under this Agreement. You shall not engage in any practice that unfavorably discriminates against or provides unequal treatment of the use of any Payment Brand over any other Payment Brand. You shall not set a dollar amount above or below which you refuse to honor otherwise valid Payment Instruments in violation of Payment Brand Rules. With respect to any Settled Transaction or Conveyed Transaction for which a Payment Instrument is not physically presented, such as in any on -line, mail, telephone, pre - authorized or recurring Transaction, you must (1) have notified us on your application or otherwise in writing of your intention to conduct such Transactions and secured our agreement to accept them; and (it) have appropriate procedures in place to ensure that each Transaction is made to a purchaser who actually is the Customer. Notwithstanding the foregoing, you acknowledge that under certain Payment Brand Rules, you cannot rebut a Chargeback where the Customer disputes making the purchase without an electronic record (for example, "swiping", or "tapping" a Payment Instrument) or physical Imprint of the Payment Instrument. 1.3 Operating Guide; Payment Brand Rules. You agree to comply with the operating guide attached to this Agreement, as we may amend it from time to time (the "Operating Guide"), and all Payment Brand Rules as may be applicable to you and in effect from time to time as published (on a website or otherwise) by any Payment Brand or of which you have been otherwise informed, and such other procedures as we may from time to time prescribe for the creation or transmission of Transaction Data. We may modify and supplement the Operating Guide in order to comply with requirements imposed by the Payment Brand Rules. You acknowledge that you have received a copy of the Operating Guide at or prior to your execution of this Agreement and that you can also view the Operating Guide on -line at the Paymentech website. To the extent that the Operating Guide is inconsistent with the Payment Brand Rules, the Payment Brand Rules shall prevail. 1.4 Requirements for Certain Transactions. As to all Settled Transactions and Conveyed Transactions you tender to us for processing, you represent and warrant that, to the best of your knowledge: (1) The Transaction Data represents payment or refund of payment, for the bona fide sale or lease of the goods, services, or both, which you have provided in the ordinary course of your business, and the Transaction Data is not submitted on behalf of a third party. (2) The Transaction Data represents an obligation of the Customer for the amount of the Transaction. (3) The Transaction Data does not involve any element of credit or payment of a previously dishonored Payment Instrument or for any other purpose than payment for a current Transaction, and, except in the case of approved installment or pre - payment plans, the goods have been shipped or services actually rendered to the Customer. (4) The Transaction Data is free from any material alteration not authorized by the Customer. (5) The amount charged for the Transaction is not subject to any dispute, setoff, or counterclaim. (6) Neither you nor your employees has advanced any cash to the Customer (except as authorized by the Payment Brand Rules) or to yourself or to any of your representatives, agents, or employees in connection with the Transaction, nor have you accepted payment for effecting credits to a Customer. (7) The goods or services related to each Transaction are your sole property and you are free to sell them. (B) You have made no representations or agreements for the issuance of refunds except as it states in your return /cancellation policy, which has been previously submitted to us In writing as provided in Section 3, and which is available to the Customer. (9) Any transaction submitted to us to credit a Customer's account represents a refund or adjustment to a Transaction previously submitted to Paymentech. (10) You have no knowledge or notice of information that would lead you to believe that the enforceability or collectability of the subject Transaction Data is in any manner impaired. The Transaction Data is in compliance with all applicable laws, ordinances, and regulations. You have originated the Transaction Data in compliance with this Agreement and any applicable Payment Brand Rules. (11) For a Transaction where the Customer pays in installments or on a deferred payment plan, a Transaction Data record has been prepared separately for each installment transaction or deferred payment on the date(s) the Customer agreed to be charged. All installments and deferred payments, whether or not they have been submitted to us or processing, shall be deemed to be a part of the original Transaction. (1) You have not submitted any Transaction that you know or should have known to be either fraudulent, illegal, damaging to the Payment Brand(s), not authorized by the Customer, or otherwise in violation of any provision of this Agreement or Payment Brand Rules. 2. Authorizations. 2.1 Obtaining Authorizations. You are required to obtain authorization /approval codes through Paymentech, in accordance with this Agreement, for all Transactions. You acknowledge that the authorization /approval code of a Transaction indicates only (i) that the Payment Instrument contains a valid account number; and (ii) that the Customer's Payment Instrument has an available credit balance sufficient for the amount of the Transaction at the time the authorization is given, but it does not constitute a representation from us, a Payment Brand or a card issuing bank that a particular Transaction is in fad a valid or undisputed transaction entered into by the actual Customer. 2.2 Lack of Authorization. We reserve the right to refuse to process any Transaction Data presented by you (1) unless a proper authorization /approval code IS recorded, (ii) If we reasonably determine that the Transaction Data is or will become uncoilectible from the Customer to which the Transaction would otherwise be charged, or (Iii) if we determine that the Transaction Data was prepared in violation of any provision of this Agreement or the Payment Brand Rules. 3. Refunds and Adjustments. 3.1 Disclosure of Refund Policy. You are required to maintain a fair policy with regard to the refund, return or cancellation of merchandise or services and adjustment of Transactions. You are required to disclose your refund /return/cancellation policy to us on your application. Your return or cancellation policy must also be disclosed to your customers. 3.2 Changes to Policy. Any change in your return or cancellation policy must be submitted to us in writing not less than 14 days prior to the effective date of such change. We reserve the right to refuse to process any Transaction Data made subject to a revised return or cancellation Policy of which we have not been notified in advance. 3.3 Procedure for Refunds /Adjustments. If you allow a price adjustment, return of merchandise, or cancellation of services in connection with a Settled or Conveyed nsuch refund or djustment. prepare The amount of the refund or adjusstmennttca not exceed the amount shownn as the total on the original action Data rexcept by the exact amount required to reimburse the Customer for postage that the Customer paid to return merchandise. You are not allowed to accept cash or any other payment or consideration from a Customer in return for preparing a refund to be deposited to the Customers account, nor may you give cash refunds to a Customer in connection with a Settled or Conveyed Transaction, unless permitted or required by law. 4. Settlement. 4.1 Submission of Transaction Data. You are required to transmit your Transaction Data to us no later than the next business day immediately following the day that such Transaction Data is originated. Failure to do so can result in higher interchange fees and other costs and increased Chargebacks. For debit card transactions that are credits to a Customer's account, you agree to transmit such Transaction Data to us within 24 hours of receiving the authorization for such standard Merchant rater) Apocation a Agreement -Rev 07109 Page 4 or 12 credit. Unless otherwise indicated on Schedule A, you will be solely responsible for all communication expenses required to facilitate the transmission of all Transaction Data to us. 4.2 Merchant's Settlement Account, In order to receive funds from Paymentech, you must maintain an account at a bank that Is a member of the Automated Clearing House ( "ACM') system or the Federal Reserve wire system ("Settlement Account). During the term of this Agreement, and thereafter until we rutty you that all monies due from you under this Agreement have been paid in full, you agree not to close your Settlement Account without giving us at least 5 days' prior written notice and substituting another Settlement Account. You are solely liable for all fees and costs associated with your Settlement Account and for all overdrafts. You authorize Paymentech to Initiate electronic credit and debit entries and adjustments to your Settlement Account at any time without regard to the source of any monies In the Settlement Account This authority will remain in full force and effect until we notify you that all monies due from you under this Agreement have been paid in full. We will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused by third parties, including, but not limited to, delays or errors by the Payment Brands or your bank. 4.3 Conveyed Transactions. To the extent that you submit any Conveyed Transactions for processing by Paymentech and you do not have a valid agreement In effect with the applicable Payment Brand, you hereby authorize us, at our option, to submit such Transaction to the applicable Payment Brand, and to share with the applicable Payment Brand such information from your Application as may be required in order to approve your acceptance of such Payment Instrument as a method(s) of payment. Subject to such approval you agree to the applicable Payment Brand's standard terms and conditions with respect to such methods) of payment. Upon your transmission of such Conveyed Transactions to us, we will forward the Conveyed Transaction to the appropriate Payment Brand. Payment of the proceeds due you will be governed by whatever agreement you have with that Payment Brand, and we do not bear any responsibility for their performance. Even if you receive a valid authorization for a Conveyed Transaction, we will not be liable for errors in Settlement Account entries relating to the funding of your Conveyed Transactions, including delays caused by you, third parties, the Payment Brands or your bank. If your agreement with a Payment Brand requires the Payment Brand's consent for us to perform the services contemplated by this Agreement, you are responsible for obtaining that consent. 4.4 Transfer of Settlement Funds. For all Settled Transactions, we will process your Transaction Data to facilitate the funds transfer between the various Payment Brands and you, Promptly after we receive credit for such Transaction Data, we will provide provisional credit to your Settlement Account for the proceeds. The proceeds payable to you shall be equal to the amounts received by us in connection with your Transaction Data minus the sum of the following: (i) all fees imposed by us or any third parties passed through to you, charges, and discounts set forth in Schedule A; (l) all adjustments and Chargebacks; (ill) all equipment charges (If any); (iv) all Customer refunds, returns and adjustments; (v) all Reserve Account amounts; and (vi) any fees, charges, fines, assessments, penalties, or other liabilities that may be Imposed on us or the Member from time to time by the Payment Brands or any third party and all related costs and expenses incurred by us. You agree that all amounts set forth above, and any other amounts are due and payable by you at the time the related services are rendered to you and may be imposed on a daily basis If we so determine; that all Reserve Account amounts are due and payable by you upon establishment; and that the related Chargebacks, Customer refunds, and adjustments, fees, charges, fines, assessments, penalties, and all other liabilities are due and payable by you when we receive notice thereof from the Payment Brands or any third party, or otherwise pursuant to this Section 4.4. In the event we do not deduct such amounts from the proceeds payable to you, you agree to pay all such amounts to us immediately without any deduction or offsets. Alternatively, at our option, we may debit the Settlement Account or your Reserve Account for such amounts at any time. Without limiting the foregoing or our rights under Section 7.2 or Section 10, If a third party notifies us, or a Payment Brand notifies us or the Member that it or they intend to impose any fine or penalty as a result of excessive Chargebacks or your acts or omissions (including, without limitation, your failure to fully comply with any Payment Brand Rules), we may suspend the processing .of your Transactions. 4.5 Negative Amounts. To the extent the proceeds from Settled Transactions do not represent sufficient credits or the Settlement Account does not have a sufficient balance to pay amounts due or reasonably anticipated to become due under this Agreement, in addition to any other rights and remedies we may have under this Agreement (including termination), we may pursue one or more of the following options: (1) demand and receive immediate payment for such amounts; (ii) debit your Settlement Account or Reserve Account for the amount of the negative balance; (iii) withhold or offset your settlement payments until all amounts are paid; (iv) delay presentation of your refunds until you make a payment to us of a sufficient amount to cover the negative balance; and (v) pursue any other remedies we may have at law or in equity. Furthermore, if the amount represented by your Transaction Data in any day is negative due to refunds or credits being submitted by you in excess of your proceeds from Transactions, you shall provide us with sufficient funds prior to the submission of the Transaction Data so as to prevent the occurrence of a negative balance. 4.6 Delinquency /Merchant Fraud. At any time and from time to time we may temporarily suspend or delay payments to you and /or designate an amount of funds that we must maintain in order to protect us against the risk of, among other things, existing, potential, or anticipated Chargebacks and to satisfy your other obligations under this Agreement (such funds being hereinafter referred to as the "Reserve Account "), which may be funded in the same manner as provided for negative balances in Section 4.5. The Reserve Account will contain sufficient funds to cover any unbilled processing costs plus our estimated exposure based on reasonable criteria for Chargebacks, returns, unshipped merchandise and /or unfulfilled services and all additional liabilities anticipated under this Agreement, including, but not limited to, Chargebacks, fines, fees and penalties as set forth in Section 4.4. We may (but are not required to) apply funds in the Reserve Account toward, and set off any funds that would otherwise be payable to you against the satisfaction of any amounts which are or may become due from you pursuant to this Agreement. The Reserve Account will be held and controlled by Paymentech, will not bear interest, and you will have no legal right or interest In the funds in the Reserve Account; provided, however, that upon satisfaction of all of your obligations under this Agreement, we will pay to you any funds then remaining in the Reserve Account. Any funds in the Reserve Account may be commingled with other funds, and need not be maintained in a separate account. Effective upon our establishment of a Reserve Account, you irrevocably grant to us a security interest in any Interest you may now have or later acquire in any and all funds, together with the proceeds thereof, that may at any time be in the Reserve Account and that would otherwise be payable to you pursuant to the terms of this Agreement. You agree to execute and deliver to us such instruments and documents (including, without limitation, security agreements and releases) that we may reasonably request (i) to perfect and confirm the security interest in the Reserve Amount; and (fl) in connection with any return of Reserve Acce unt funds. 5. Accounting. We will supply a detailed statement reflecting the activity for your merchant accounts) by online access (or otherwise if we agree). We will not be responsible for any error that you do not bring to our attention within 90 days from the date of such statement. You acknowledge and agree that it is your responsibility to ensure your secure online access. 6. Retrieval Requests. 6.1 Records. You agree to store and retain Transaction Data in compliance with the Payment Brand Rules. 6.2 Response to Retrieval Requests. We will send you any Retrieval Request that we cannot satisfy with the information we have on file concerning any Settled Transaction. In response, you must provide us in writing by certified or overnight mail or by confirmed fax (or by other means as agreed to by Paymentech) the resolution of your investigation of such Retrieval Request and Include legible copies of any documentation required by the Retrieval Request within 7 days after we send it to you (or such shorter time as the Payment Brand Rules may require). You acknowledge that your failure to fulfill a Retrieval Request timely and in accordance with Payment Brand Rules may result In an irreversible Chargeback. 7. Chargebacks. 7.1 Chargeback Reasons. You may receive a Chargeback from a Customer or a Payment Brand for a number of reasons under the Payment Brand Rules. The following are some of the most common reasons for Chargebacks, and in no way is this Intended to be an exhaustive list of possible Chargeback reasons: (1) Your failure to issue a refund to a Customer upon the return or nondelivery of goods or services. (2) A required authorization /approval code was not obtained. (3) The Transaction Data was prepared incorrectly or fraudulently. (4) We did not receive your response to a Retrieval Request within 7 days or any shorter time period required by the Payment Brand Rules. (S) The Customer disputes the Transaction or the authenticity of the signature on the Transaction Data or Payment Instrument, or claims that the Transaction is subject to a set -off, defense, or counterclaim. (6) The Customer refuses to make payment for a Transaction because, in the Customer's good faith opinion, a claim or complaint has not been resolved, or has been resolved in an unsatisfactory manner. Page 5 of 12 standard Merchant (nlan) Application & Agreement - Rev 07109 (7) The credit or debit card comprising the Payment Instrument was not actually presented at the time of the Settled or Conveyed Transaction or you failed to obtain an electronic record or physical imprint of such Payment Instrument, and the Customer denies making the purchase. The Merchant acknowledges that, under these circumstances, the fad that an authorization /approval code was obtained does not mean that a particular Transaction Is a valid or undisputed transaction entered Into by the actual Customer. 7.2 Excessive Chargebacks. If you are receiving an excessive amount of Chargebacks, as determined by the Payment Brands from time to time, in addition to our other remedies under this Agreement we may take the following actions: (i) review your internal procedures relating to acceptance of Payment Instruments and notify you of new procedures you should adopt in order to avoid future Chargebacks; (ii) notify you of a new rate we will charge you to process your Chargebacks; (iii) collect from you (pursuant to Section 4.6) an amount reasonably determined by us to be sufficient to cover anticipated Chargebacks and all related fees, penalties, expenses, and fines; or (iv) terminate the Agreement. You also agree to pay any and all penalties, fees, fines and costs assessed against you, Paymentech and /or Member relating to your violation of this Agreement, the Operating Guide, or the Payment Brand Rules with respect to your acceptance of Payment Instruments, your Transactions or with respect to excessive Chargebacks under this Section. 7.3 claims of Customers. You have full liability if any Settled Transaction for which we have given your Settlement Account provisional credit is the subject of a Chargeback. Subsequently, you may resubmit applicable Transaction Data for a second presentment, but only in accordance with Payment Brand Rules. To the extent we have paid or may be called upon to pay a Chargeback, refund or adjustment for or on the account of a Customer and you do not reimburse us as provided for In this Agreement, then for the purpose of our obtaining reimbursement of such sums paid or anticipated to be paid, we have all of the rights and remedies of such Customer under applicable federal, state, or local laws and you authorize us to assert any and all such claims in our own name for and on behalf of any such Customer individually or all such Customers as a class. 8. Display of Payment Brand Marks. Merchant is prohibited from using the Payment Brand Marks, as defined below (sometimes referred to herein as "Marks'), other than as expressly authorized by us in writing or by the Payment Brands. Payment Brand Marks mean the brands, emblems, trademarks and /or logos that identify a Payment Brand, Additionally, Merchant shall not use the Payment Brand Marks other than to display decals, signage, advertising and other forms depicting the Payment Brand Marks that are provided to Merchant (t) by the Payment Brands; (ii) by us pursuant to this Agreement; or (Iii) as otherwise approved in writing by us. Merchant may use the Payment Brand Marks only to promote the services covered by the Marks by using them on decals, indoor and outdoor signs, advertising materials and marketing materials; provided that all such uses by Merchant must be in writing and approved by us and consistent with Payment Brand Rules. Merchant shall not use the Payment Brand Marks in such a way that Customers could believe that the products or services offered by Merchant are sponsored, endorsed or guaranteed by the owners of the Payment Brand Marks. Merchant recognizes that it has no ownership rights in the Payment Brand, Marks. Merchant shall not assign to any third party the rights to use the Payment Brand Marks. Your right to use the Payment Brand Marks hereunder terminates simultaneously with the termination of this Agreement. 9. Fees. 9.1 Schedule A. You agree to pay us for the services as set forth in Schedule A in accordance with this Agreement. Unless otherwise expressly stated in Schedule A, your pricing is based on all Transactions qualifying under the Payment Brand Rules for the lowest Payment Brand interchange rates. For Transactions that higher to than the he qualifi d rate shown on Schedule A. Fees payable under ffi s Agreement ' that bcontain a fraction rof arc cent will be rounded up to the charging you full cent. 9.2 Price Changes. You acknowledge that your pricing is based on your annual volume of Transactions, method of processing, type of business, and interchange qualification criteria as represented to us in your Application and restated on Schedule A. We may modify the pricing on Schedule A with 30 days' prior written notice. In addition, we may change our fees, charges, and discounts resulting from (i) changes In Payment Brand fees (such as interchange, assessments, and other charges); (ii) changes in pricing by any third party provider of a product or service used by you; or (iii) fees which are added by a Payment Brand or card issuer. Such new prices will be applicable to you as of the effective date established by the Payment Brand or third party provider. 10. Termination. 10.1 Term. This Agreement takes effect on the date it is executed by Paymentech and shall continue for the initial term expiring three (3) years from that date (the "Initial Temfri, and renewing for successive one -year terms (each a "Renewal Term') unless a party gives notice of non - renewal of this Agreement in writing to the other party no more than 90 days and no less than 30 days prior to any expiration date. 10.2 Merchant Termination. You may terminate this Agreement for cause if our services provided under this Agreement fail to conform to generally accepted standards for such services In the payment processing industry. In such event, your sole remedy for such failure shall be that, upon written notice from you specifying the failure of performance, we will rectify such failure of performance. If we do not rectify our failure of performance within thirty days after receipt of written notification, then you may terminate this Agreement upon thirty days' written notice to us. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IF YOU TERMINATE THE AGREEMENT PRIOR TO THE EXPIRATION OF THE INITIAL TERM OR ANY RENEWAL TERM OTHER THAN IN ACCORDANCE WITH THE PROCEDURE SET FORTH ABOVE, YOU AGREE TO PAY EARLY TERMINATION FEES EQUAL TO THREE HUNDRED AND FIFTY DOLLARS (350.00) FOR EACH MERCHANT LOCATION ( "TERMINATION FEES ") AS OF THE DATE OF TERMINATION. IN THE EVENT THE PAYMENT OF SUCH TERMINATION FEE IS LIMITED BY APPLICABLE LAW, THE AMOUNT PAYABLE TO US PURSUANT TO THIS SECTION SHALL BE LIMITED TO THE MAXIMUM AMOUNT PERMITTED UNDER APPLICABLE LAW. SUCH AMOUNTS WILL BE FUNDED, TO THE EXTENT POSSIBLE, ACCORDING TO THE SAME METHODS FOR COLLECTING AMOUNTS DUE UNDER THIS AGREEMENT. 10.3 Paymentech Termination. We may terminate this Agreement at any time upon written notice to you as a result of any of the following events: (i) any noncompliance with this Agreement, the Payment Brand Rules or the Operating Procedures, (ii) any voluntary or involuntary bankruptcy or insolvency proceeding involving Merchant, (Ili) Paymentech deems Merchant to be financially insecure, (iv) Merchant or any person owning or controlling Merchants business is or becomes listed in the MATCH file (Member Alert to Control High -Risk Merchants) maintained by Visa and MasterCard, (v) any Payment Brand notifies us that it is no longer willing to accept your Transaction Data, or (A) there exists any circumstances that create or could tend to create harm or loss to the goodwill of any Payment Brand, us or Member. Furthermore, you hereby agree that if Paymentech determines, in Its sole discretion, that you are not maintaining an Active (as defined herein) account with us, we reserve the right to terminate this Agreement and charge you the TERMINATION FEE set forth in Section 101. For purposes of the foregoing sentence, a merchant account is considered "Active" if, among other things, you go no more than 90 consecutive days without remitting on time payment of all minimum and monthly fees. In addition to any TERMINATION FEE due under this Section 10.2, if you fail to maintain an Active account or you terminate this Agreement prior to the end of the Initial Term, you may be obligated to repay, among other things, a prorated portion of any signing bonus and /or the estimated retail value of any terminal provided to you in promotion of this Agreement. 10.4 Account Activity After Termination. Termination does not affect either party's respective rights and obligations under this Agreement as to Transaction Data submitted before termination. If you submit Transaction Data to us after the date of termination, we may, at our sole discretion, and without waiving any of our rights or remedies under this Agreement, process such Transaction Data in accordance with and subject to all of the terms of this Agreement. Upon notice of any termination of this Agreement, we may estimate the aggregate dollar amount of Chargebacks and other obligations, liabilities and expenses that we reasonably anticipate subsequent to termination, and you agree to immediately deposit such amount in your Settlement Account or as otherwise directed by us, or we may withhold such amount from your settlement funds in order to establish a Reserve Account pursuant to and governed by the terms and conditions of this Agreement. 11. Indemnity. You agree to indemnify Paymentech, Member, the Payment Brands, and their respective affinates, officers, directors, employees, agents, and sponsoring banks from any losses, liabilities, and damages of any and every kind (including, without limitation, our costs, expenses and reasonable attorneys' fees) arising out of any claim, complaint, or Chargeback (i) made or claimed by a Customer with respect to any Transaction or Transaction Data submitted by you, (i)) caused by your noncompliance with this Agreement, the Operating Guide, or the Payment Brand Rules (specifically including any breach of a representation or warranty made by you or your failure to comply with the Security Standards), (ni) resulting from any voluntary or Involuntary bankruptcy or insolvency proceeding by or against you, or (iv) related to your placement or the placement of any person owning or controlling your business in the MATCH files maintained slerMaw Merchant Tram) Appticau n & Agreement —Rev 07!08 Page 6 or 12 by Visa and MasterCard. The Indemnification provided for in this Section does not apply to any claim or complaint to the extent it is caused by Paymentech's own gross negligence or willful misconduct The indemnification provided under this Section 11 shall survive the termination of this Agreement. 12. Transaction Data and Payment Instrument Information. You will exercise reasonable rare to prevent disclosure or use of Payment Instrument Information, other than (i) to your agents and contractors for the purpose of assisting you in completing a Transaction, (ii) to the applicable Payment Brand, or (iii) as specifically required by law. You acknowledge and understand the Importance of compliance with the Security Standards, such as those relating to the storage and disclosure of Transaction Data and Payment Instrument Information, You are allowed by the Payment Brand Rules to store only certain Payment Instrument Information currently limited to the customer's name, Payment Instrument account number and expiration date) and are prohibited from storing additional Payment Instrument Information, including, without limitation, any security code data such as CW2, CVC2, and PIN data, and any magnetic stripe track data. You will store all media containing Payment Instrument Information in an unreadable format wherever it is stored and in an area limited to selected personnel on a 'need to know" basis only and, prior to either party discarding any material containing Payment instrument Information, the party will destroy it in a manner rendering the account numbers unreadable. If at any time you determine that Payment Instrument Information has been compromised, you will notify Paymentech immediately and assist In providing notification to such parties as may be required by law or Payment Brand Rules, or as we otherwise reasonably deem necessary. Merchant information may be shared by us with our affiliates, and with the Payment Brands subject to the provisions of this Agreement and Payment Brand Rules. You agree to comply with all Security Standards, as defined in Section 17. You further agree to provide us upon our request with such tests, scans and assessments of your compliance with Security Standards as required by the Payment Brands. You must notify us of your use of any Service Provider and, to the extent required by each Payment Brand all Service Providers must be (i) compliant with all Security Standards applicable to Service Providers, and (ii) registered with and /or recognized by such Payment Brand(s) as being so compliant. You agree to exercise due diligence to ensure that all of your Service Providers, and any other agents, business partners, contractors, or subcontractors with access to Payment Instrument Information, maintain compliance with the Security Standards. To the extent required by each Payment Brand, all payment applications or software involved in processing, storing, receiving or transmitting Payment Instrument Information, shall be (t) compliant with all Security Standards applicable to such payment applications or software, and (11) registered with and /or recognized by such Payment Brand(s) as being so compliant. You understand that your failure to comply with the Payment Brand Rules, including the Security Standards, or the compromise of any Payment Instrument Information, may result in assessments, fines, and /or penalties by the Payment Brands, and you agree to indemnify and reimburse us immediately for any such assessment, fine, or penalty Imposed on us or the Member and any related loss, cost or expense incurred by us or the Member. if any Payment Brand requires a forensic examination of you or any of your Service Providers, agents, business partners, contractors, or subcontractors due to a data security compromise event or suspected event, you agree to cooperate with such forensic examination (including, without limitation, the engagement of an examiner acceptable to the relevant Payment Brand) and agree to pay for all costs and expenses related to such forensic examination, including all of our attorneys' fees and other costs relating to such forensic examination. By executing this Agreement, Merchant represents that, in the event of its failure, including bankruptcy, insolvency, or other suspension of business operations, Merchant shall not sell, transfer, or disclose any materials that contain Transaction Data or Payment Instrument Information to third parties. Merchant must return such information to Paymentech or provide Paymentech with acceptable proof of its destruction. 13. Information About Merchant's Business. 13.1 Additional Financial Information. Upon 5 days' written notice, each of Merchant and the undersigned Guarantors (if any) agrees to furnish to us such financial statements and information concerning such Guarantors and Merchant and each of Guarantor's and Merchant's parents, subsidiaries, and affiliated entities as we may request. 13.2 Audit Rights. With prior notice and during your normal business hours, our duty authorized representatives may visit your business premises and may examine your books and records that pertain to your Transaction Data or your compliance with this Agreement. 13.3 Other Information. You agree to provide us at least 30 days' prior written notice of your intent to change your product line or services, or your trade name, or the manner in which you accept Payment Instruments. If we determine such a change is material to our relationship with you, we may refuse to process Transaction Data made subsequent to the change or terminate this Agreement. You agree to provide us with prompt written notice if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. You will also provide us with prompt written notice of (1) any adverse change in your financial condition, (ii) any planned or anticipated liquidation or substantial change the basic nature of your business, (iii) any transfer or sale of any substantial part (25% or more in value) of your total assets, or (iv) if you or your parent is not a corporation whose shares are listed on a national securities exchange or on the over - the - counter market, any change in the control or ownership of you or your parent. You will also notify us of any judgment, writ, warrant of attachment, execution or levy against any substantial part (25% or more in value) of your total assets not later than three days after you obtain knowledge of any such judgmen4 writ, warrant of attachment, execution or levy. 14. Disclaimer; Limitation of Damages. Subject to Section 5, we will, at our own expense, correct any Transaction Data to the extent that such errors have been caused by us or by malfunctions of our processing systems. Under no circumstances will Paymentech's financial responsibility for our failure of performance under this Agreement exceed the total fees paid to us under this Agreement (net of Payment Brand fees, third party fees, interchange, assessments, penalties and fines) for the six months prior to the time the liability arose. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, AND EXCEPT WITH RESPECT TO MERCHANT'S FAILURE TO COMPLY WITH THE SECURITY STANDARDS, IN NO EVENT WILL ANY PARTY, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES, BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGE TO DATA TRANSMITTED ELECTRONICALLY IN CONNECTION WITH THIS AGREEMENT. WHILE ALL PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR SERVICES TO WHICH THE UNIFORM COMMERCIAL CODE DOES NOT APPLY, PAYMENTECH AND MEMBER HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO MERCHANT OR ANY OTHER PERSON REGARDING QUALITY, SUITABILITY, MERCHANTABILM, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO SUCH SERVICES. 15. Miscellaneous. 15.1. Taxes. Unless you are otherwise exempt, and, if applicable, provide a valid exemption certificate, you agree to pay any taxes Imposed on the services, equipment, Intellectual property, supplies, and other goods purchased or tangible property provided under this Agreement, and you authorize us to increase the amount we collect from you to reflect any and all assessments or increases In the sales, use, occupational, property, lease, or other taxes imposed on such sale or lease of services, tangible property, or intellectual property, equipment, supplies, and other goods purchased. 15.2 Application and Credit Check. You represent and warrant that statements made on your Application for this Agreement are true as of the date of your execution of this Agreement. Your signature on this Agreement authorizes us to perform any credit check deemed necessary with respect to Merchant and its directors, officers, affiliates, principals, and guarantors (if applicable). 15.3 Section Headings. The section headings of this Agreement are for convenience only and do not define, limit, or describe the scope or Intent of this Agreement 15.4 Assignment. We and /or Member may assign this Agreement to an entity qualified under Payment Brand Rules to perform our obligations under this Agreement You cannot assign or transfer your rights or delegate your responsibilities under this Agreement without our prior written consent. Failure to obtain Page 7 of 12 Standard Merchant Trilan) Appication & A9reemect - Rev 07109 our consent may result in a termination of this Agreement Any assignee or successor entity must provide such additional information and execute such additional documentation or take any further actions as we request in order to ensure continued processing of Transactions under this Agreement. 15.5 Parties. This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or assigns. This Agreement binds us and our respective heirs, representatives, successors and assigns. You represent and warrant that your execution of and performance under this Agreement (1) in no way breaches, contravenes, violates, or in any manner conflicts with any of your other legal obligations, including, without limitation, your corporate charter or similar document or any agreement between you and any third party or any affiliated entity; (ii) has been duly authorized by all necessary action and does not require any consent or other action by or in respect of any third party; and (iii) that the person signing this Agreement on your behalf is duly authorized to do so. In providing services to you, we will not be acting in the capacity of your agent, partner, or joint venturer; we are acting solely as an independent contractor. Each party agrees that any other party may publicly disclose, through press releases or otherwise, the existence of the business relationship that is the subject of this Agreement. Any such disclosure may identify the parties by name but shall not, without the prior written consent of the non - disclosing party, include any of the terms of this Agreement. 55.6 Severability. Should any provision of this Agreement be determined to be invalid or unenforceable under any law, rule, or regulation, including any Payment Brand Rule, such determination will not affect the validity or enforceability of any other provision of this Agreement. 15.7 Waivers. No term or condition of this Agreement may be waived except pursuant to a written waiver executed by the party against whom such waiver is sought to be enforced. 15.8 Entire Agreement The Payment Brand Rules, Operating Guide, Application, and all schedules and attachments to this Agreement are made a part of this Agreement for all purposes. This Agreement represents the entire understanding between Merchant and Paymentech with respect to the matters contained herein and supersedes any prior agreements between the parties. This Agreement shall prevail over the terms of any agreement governing the Settlement Account. Merchant agrees that in entering into this Agreement it has not relied on any statement of Paymentech or its representatives. The parties acknowledge and agree (I) that this Agreement applies only to Transaction Data generated within the United States; and (ii) that this is a contract for commercial services. 15.9 Notices. Except as otherwise provided in this Agreement, all notices must be given in writing and either hand delivered, faxed, ailed first class, postage prepaid, sent via electronic mail transmission, or sent via overnight courier (and will be deemed to be given when so delivered or mailed), to the addresses set forth below or to such other address as either party may from time to time specify to the other party in writing. 15.10 Governing Law; Waiver of Jury Trial; Arbitration, This Agreement will be governed by and construed In accordance with the laws of the State of Texas without reference to conflict of law provisions. Any action, proceeding, arbitration hearing or mediation relating to or arising from this Agreement must be brought, held, or otherwise occur in Dallas County, Dallas, Texas. PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY CLAIM MAY BE RESOLVED By BINDING ARBITRATION. WITH BINDING ARBITRATION YOU ACKNOWLEDGE AND AGREE THAT (i) YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY TO RESOLVE ANY CLAIM ALLEGED AGAINST US OR RELATED THIRD PARTIES; (h) YOU ARE GIVING UP YOUR RIGHT TO HAVE A COURT RESOLVE ANY CLAIM ALLEGED AGAINST US OR RELATED THIRD PARTIES; (iii) YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, AND /OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT OR ARBITRATION FILED AGAINST US AND /OR RELATED THIRD PARTIES. Any claim, dispute, or controversy ( "Claim') by either you or Paymentech against the other, or against the officers, directors, employees, agents, parents, subsidiaries, affiliates, beneficiaries, agents, successors, or assigns of the other, arising from or relating in any way to this Agreement or to our relationship, including Claims regarding the applicability of this arbitration clause or the validity of the entire Agreement, shall be resolved exclusively and finally by binding arbitration administered by the National Arbitration Forum, under its Code of Procedure in effect at the time the Claim is filed, except as otherwise provided below. All Claims are subject to arbitration, no matter what theory they are based on. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other source of law. Calms and remedies sought as part of a class action, private attorney general, or other representative action are subject to arbitration on an individual (non - class, non- representative) basis only, and the arbitrator may award relief only on an individual (non -class, non-representative) basis. You and Paymentech will agree on another arbitration forum if the National Arbitration Forum ceases operations. The arbitration will be conducted before a single arbitrator and will be limited solely to the Calm between you and us. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class -wide or class action basis. The prohibition against class action contained In this Section shall be non - severable from the remainder of this Section. if either party prevails in the arbitration of any Claim against the other, the non - prevailing party will reimburse the prevailing party for any fees It paid to the National Arbitration Forum in connection with the arbitration, as well as for any reasonable attorneys' fees incurred by the prevailing party in connection with such arbitration. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction. Rules and forms of the National Arbitration Form may be obtained and Claims may be fled at any National Arbitration Forum office, www.arbforum.com, or P.O. Box 50191, Minneapolis, Minnesota 55405, telephone 1. 800 -474 -2371. Any arbitration hearing at which you appear will take place at a location within Dallas County, Dallas, Texas. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.0 §§ 1 -16. This arbitration agreement applies to all Claims now In existence or that may arise in the future. Nothing in this Agreement shall be construed to prevent any party's use of (or advancement of any Claims, defenses, or offsets in) bankruptcy or repossession, replevin, judicial foreclosure or any other prejudgment or provisional remedy relating to any collateral, security, or other property interests for contractual debts now or hereafter owned by either party to the other. IN THE ABSENCE OF THIS ARBITRATION AGREEMENT, YOU AND WE MAY OTHERWISE HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR A JURY AND /OR TO PARTICIPATE OR BE REPRESENTED IN LITIGATION FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS), BUT EXCEPT AS OTHERWISE PROVIDED ABOVE, THOSE RIGHTS, INCLUDING ANY RIGHT TO A JURY TRIAL, ARE WAIVED AND ALL CLAIMS MUST NOW BE RESOLVED THROUGH ARBITRATION. 15.11 Force Mo a rfai Neither party will it liable for delays rots,war,rte terrorist other ttack, nonperformance of ur vendorsoortasuppliers, acts of telecommunications utility failures, power failures, equipment failures, labor strife, over which the respective party has no reasonable control, except that nothing in this Section 15.11 will affect or excuse your liabilities and obligations for Chargebacks, refunds, or unfulfilled products and services. 15.12 Amendment This Agreement may be amended at any time by Paymentech upon 30 days notice to you. Notwithstanding the forgoing, in the event the terms of this Agreement must be amended pursuant to a change required by the Payment Brand Rules or any third party with jurisdiction over the matters described herein, such amendment will be effective immediately. Your electronic signature or continued submission of Transactions to us following such notice will be deemed to be your acceptance of such amendment which together wl constitute one and the same Instriument Ansignaturee received executed ffacesimbeuor counterparts, yovia email awill hall be as legally gally original, for all purposes as an original signature. 16. Survival. The provisions of Sections 4.2, 4.4, 4.5, 4.6, 6,1, 7, 10.4, 11, 12, 14, 15, and 17 shall survive the termination of this Agreement. 17. Definitions. "Applica6od' is a statement of your finandat condition, a description of the characteristics of your business or organization, and related information you have previously or concurrently submitted to us, including credit and financial Information, to induce us to enter into this Agreement with you and that has induced us to process your Transactions under the terms and conditions of this Agreement. "Chelyebacle is a reversal of a Transaction you previously presented to Paymentech pursuant to Payment Brand Rules. "Conveyed TiansacBod' is any Transaction conveyed to a Payment Brand for settlement by such Payment Brand directly to Merchant. "Customer" is the person or entity to whom a Payment Instrument is issued or who is otherwise authorized to use a Payment Instrument. "Effective Date" means the date this Agreement takes effect pursuant to Section 10.1. "Aterchear, "you', and " yoar' is the Merchant identified in the Application on the cover page of the Agreement. party to a iAgreement Cho oBank, A. or of Payment Brand products rshiptended Paymentech the Memyequired by all applicable Payment Brand. Member Is a principal "PaymenCApplicafioe is a third party application used by merchant that is involved In the authorization or settlement of Transaction Data. Standard Merchant (Titan) AppItcetion a Agreement - Rev 07109 Page 8 of 12 -payment Brand' Is any payment method provider whose payment method is accepted by Paymentech for processing, including, but not limited to, Visa, U.S.A., Inc., MasterCard International, Inc., Discover Financial Services, LLC and other credit and debit card providers, debit network providers, gift card and other stored value and loyalty program providers. Payment Brand also includes the Payment Card Industry Security Standards Council. "Payment Brand Rules' are the bylaws, rules, and regulations, as they exist from time to time, of the Payment Brands. "PaymentApplication" is a third party application used by Merchant that Is involved in the authorization or settlement of Transaction Data. "Paymentinstrament' is an account, or evidence of an account, authorized and established between a Customer and a Payment Brand, or representatives or members of a Payment Brand that you accept from Customers as payment for a good or service. Payment Instruments include, but are not limited to, credit and debit cards, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates and credit accounts. "Payment instrument Information" is information related to a Customer or the Customer's Payment Instrument, that is obtained by Merchant from the Customers Payment Instrument, or from the Customer in connection with his or her use of a Payment Instrument (for example a security code, a PIN number, or the customer's zip code when provided as part of an address verification system). Without limiting the foregoing, such information may Include a the Payment Instrument account number and expiration date, the Customer's name or date of birth, PIN data, security code data (such as CVV2 and CVC2) and any data read, scanned, imprinted, or otherwise obtained from the Payment Instrument, whether printed thereon, or magnetically, electronically or otherwise stored thereon. "PaymentecB', "wd', "out', and "us' is Paymentech, LLC, a Delaware limited liability company, having its principal office at 14221 Dallas Parkway, Dallas, Texas 75254. °Retrieval Request' is a request for information by a Customer or Payment Brand relating to a claim or complaint concerning a Transaction. 'Security Standards' are all rules, regulations, standards or guidelines adopted or required by the Payment Brands or the Payment Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handling of Payment Instrument Information, including but not limited to the Payment Card Industry Data Security Standards ('PCI DSS'% Visa's Cardholder Information Security Program (LISP' ), Discover's Information Security & Compliance Program, American Express's Data Security Operating Policy, MasterCard's Site Data Protection Program ("SDP'), Visa's Payment Application Best Practices ("PAW), the Payment Card Industry's Payment Application Data Security Standard CPA DSS'), MasterCard's POS Terminal Security program and the Payment Card Industry PIN Entry Device Standard, in each case as they may be amended from time to time. "Service Provider' Is any party that processes, stores, receives, transmits or has access to Payment Instrument Information on your behalf, including, but not timited to your agents, business partners, contractors and subcontractors. "Settled Transaction " is a Transaction conducted between a Customer and Merchant utilizing a Payment Instrument in which consideration is exchanged between the Customer and Merchant for the purchase of a good or service or the return or refund of such purchase and the value for such Transaction is settled by the Payment Brand through Paymentech to the Merchant. "Stored Value Transaction' is a Transaction in which a Customer adds or redeems value to or from a stored value and/or loyalty Payment Instrument issued by or on behalf of Merchant. "Transaction' is a transaction conducted between a Customer and Merchant utilizing a Payment Instrument in which consideration is exchanged between the Customer and Merchant. "Transaction Dab" is the written or electronic record of a Transaction, including but not limited to an authorization code or settlement record. Page 9 of 12 Standard Merchant (Titan) Application & Agreement —Rev 07109 Merchant operating Guide General Rules Applicable to all Transactions I Acceptance of Certain Payment instruments In offering Visa and MasterCard payment options to your Customers, you may elect any one of the following options: (i) accept all types of Visa and MasterCard Payment instruments - Including consumer credit and debit/check cards, and commercial credit and debit/check cards; (ii) accept only Visa and MasterCard credit cards and commercial cards (if you choose this option you must accept all consumer credit cards (but not consumer debit/check cards) and all commercial card products, including business debit/check cards; or (iii) accept only Visa and MasterCard consumer debit/check cards (if you choose this option you must accept all consumer debit/check card products (but not business debit/check cards) and will not accept any kind of credit cards). The acceptance options above apply only to U.S. domestic Visa and MasterCard Payment Transactions and, as such, they do not apply to Visa or MasterCard Payment Instruments issued by non -U.S. banks. In other words, if your Customer presents a Visa or MasterCard Payment Instrument issued from a European or Asian bank, for example, you must accept that card just as you would any other card (provided you receive a valid authorization and confirm the identity of the Customer, etc), regardless of the acceptance option choice you have made and even if you have elected not to accept that type of Payment Instrument from U.S. issuers, if you choose to limit the types of Visa and MasterCard Payment Instruments you accept, the following rules apply to you: (i) you must display appropriate signage to indicate acceptance of the limited acceptance category you have selected (that is, accept only debit /check card products or only credit and commercial products; (ii) if you elect limited acceptance, any Transaction Data submitted into interchange outside of the selected product category will be assessed the standard Interchange fee applicable to that card product and may also have additional fees /surcharges assessed; and (iii) additional Visa and MasterCard Rules that may be applicable to you may be viewed on their respective websites. 2 Authorization /Approval Codes All Payment Transactions and Conveyed Transactions require authorization /approval codes. You must request and receive an authorization /approval code for the total amount of the Transaction. An authorization /approval code Indicates (i) the availability of credit on the Payment Instrument at the time of inquiry, and (ii) that the Payment instrument account number is valid. It Is not a promise or a guarantee that you will receive payment for that transaction. It does not warrant that the person presenting the Payment Instrument has the authority to do so. 3 Refunds /Credits You must disclose your return /refund policy to your Customers. You must complete a credit for the total amount of the refund and identify the merchandise being returned and any shipping and handling charges being returned. You must imprint or record the credit voucher with the same Payment Instrument used be make the original purchase. For retail Payment Transactions and Conveyed Transactions, the credit voucher must be dated and signed by the Customer and the appropriate copy provided to the Customer. Cash refunds should never be issued for Payment Transactions or Conveyed Transactions, unless required by law. If you fail to follow these procedures, you may be unable to rebut a Chargeback from the Customer for failure to issue a refund (even if you actually gave the refund by cash or check). Paperwork is not necessary for an even exchange. For an uneven exchange, complete a credit for the total amount of the merchandise being returned and complete a new Transaction receipt for any new merchandise purchased. You cannot process a credit or refund without having completed a previous purchase Transaction with the same Customer. 4 Processing Of Transaction Data You must submit Transaction Data (including credit vouchers) to us on or before the next business day after the date of the Transaction. Late submission of Transaction Data may result in higher Payment Brand fees and interchange rates, Chargebacks and other negative consequences. You must not submit Payment Transactions or Conveyed Transactions for payment until the goods are delivered, shipped, or the services are performed (except as otherwise provided in the Merchant Agreement, and only if you have notified us that you are doing so on your application or otherwise In writing). If the Customer disputes being charged for merchandise or services before receiving them, the result will be a Chargeback to you. We may from time to time contact Customers to verify that they have received goods or services for which Transactions have been submitted. You cannot present for processing any Transaction Data that was not originated as a result of an act directly between the Customer and you. You cannot present for processing any Transaction Data you know or should have known to be (1) fraudulent or (ii) not authorized by the Customer. You will be responsible for the actions of your employees while acting in your employ. The collection and payment of all federal, state and local taxes is your responsibility. Taxes collected must be included in the total transaction amount and not collected separately by another form of payment. You must submit one Transaction Data record for all goods and services sold in the same transaction. All available information about the sale, Including any handling and shipping charges, must be accurately recorded. You must provide to the Customer a true and completed record of the Transaction. 5 Chargebacks Chargebacks of Payment Transactions and Conveyed Transactions may occur under a variety of circumstances, as dictated by the Payment Brand Rules, which are subject to modification from time to time. Consequently, the following is only a partial list of circumstances that might give rise to Chargebacks: (1) a Customer account number Is incorrect or otherwise invalid; (ii) an authorization /approval code was not received or other required authorization was not obtained; (iii) an authorization /approval code was obtained for the wrong amount or wrong date; (tv) the Customer never received the merchandise /service requested; (v) a Customer's refund /credit was processed as a sale; (A) the Transaction Data Is for the wrong amount; (vil) a Customer was never credited for returned merchandise or a canceled order; (will) the Payment Instrument was expired, counterfeit, altered, or invalid at time of sale; (ix) a Payment Transaction or Conveyed Transaction was deposited more than once; (x) the Customer did not authorize or consent to the Transaction; (A) the signature on the Transaction receipt does not match the signature on the Payment Instrument (if required); (xii) the Payment Instrument was not imprinted or its magnetic strip was not electronically recorded (for example, "swiping" or "tapping" a Payment Instrument) through a terminal; (xili) the Customer asserts any disputes, claim, counterclaim, defense or offset against you; (xiv) the Transaction Data or any material Information thereon is illegible, incomplete, inaccurate or unsigned, or is not delivered to us within the required time limits; (xv) the Transaction Data is fraudulent or does not represent a bona fide transaction in the ordinary course of your business, or is subject to any claim of illegality, negligence, dishonesty or offset; and (xvi) you have failed to provide copies of Transaction Data requested by us (retrieval request) within the prescribed time period. 6 Disputing Chargebacks If you have reason to dispute or respond to a Chargeback, then you must do so by the date provided by us on our report to you. We are not required to Investigate, reverse or make any adjustment to any Chargeback when thirty (30) calendar days have elapsed from the date of the Chargeback. All responses to Chargebacks must be in writing, and must contain the following Information: (i) date of debiVcredit advice; (ii) company case number; (iii) total amount of Chargeback; (iv) date and dollar amount for which the Transaction Data was originally submitted (v) if known, the date and authorization approval code; and (vi) any supporting documentation to substantiate your claim. You should Include a dated cover letter detailing reasons for requesting a review of the Chargeback. You should retain a copy of the correspondence and all documentation for your files. You should also retain proof that we received your response. 7 Data security And Privacy You agree to post and maintain on all your Web sites both your consumer data privacy policy (which must comply with all Payment Brand Rules, regulations and guidelines) and your method of transaction security. You may not retain or store CVV2 /CVC2 data or PIN data subsequent to the authorization. You must comply with all Security Standards published by the Payment Brands and the PCISSC including, but not limited to, Visa's Customer Information Security Program (`CLSP), MasterCard's Security Data Program (MSDP) and the Payment Card Industry Data Security Standard (PCIDSS). Pursuant to the Security Standards, you must, among other things: (i) install and maintain a working network frewail to protect data accessible via the Internet, (11) keep security patches up -to -date; (iii) Standard Merchant (7nen) Appriwtion a Agreement — Rev 07109 Page 10 of 12 encrypt stored data and data sent over open networks; (iv) use and update anti -virus software; (v) restrict access to data by employees who are on a "need-to- know" basis, (vi) assign a unique ID to each person with computer access to data; (vii) not use vendor- supplied defaults for system passwords and other security parameters; (viii) track access to data by unique ID; (ix) regularly test security systems and processes; (x) maintain a policy that addresses information security for employees and contractors; (A) restrict physical access to Customer information; (xii) when outsourcing administration of information assets, networks, or data you must retain legal control of proprietary Information and use limited "need -to- know" access to such assets, networks or data; and (All) reference the protection of Customer Information and compliance with the Security Standards in contracts with other service providers. You must notify Paymentech of any third party vendor with access to Customer information, and you are responsible for ensuring that all third party vendors are compliant with the Security Standards, to the extent applicable. The Security Standards may require that you engage an approved third party vendor to conduct quarterly perimeter scans and /or an on -site security review of your systems in order to be compliant. Visa and MasterCard's individual requirements for such scans or security reviews can be accessed through the Visa and MasterCard websites at www.Visa.com and www.MasterCard.com. The Payment Brand rules provide that Customer information and Transaction Data is owned by the Payment Brand and the Customer. Paymentech also asserts some ownership rights in the Transaction Data to the extent it belongs to the Payment Brand system. You are responsible for securing Customer information. You will not use any Payment Instrument or Customer information other than for the sole purpose of completing the transaction authorized by the Customer for which the information was provided to you, or as specifically allowed by the Payment Brand Rules, or required by law. Paymentech or any Payment Brand may Inspect Merchant's premises and computers, and the premises and computers of any company the Merchant has contracted with, for the purposes of verifying that Customer information is securely stored and processed, and Is not used for any purpose other than processing the transactions to which it relates. 8 Certain Merchant Prohibitions You may not (i) accept Customer payments for previous Visa or Visa Electron charges; (ii) require a Customer to complete a postcard or similar device that includes the Customer's amount number, Payment Instrument expiration date, signature, or any other account data in plain view when mailed, (iii) add any tax to a Transaction unless applicable law expressly requires that you be permitted to impose a tax; (iv) request or use a Payment Instrument account number for any purpose other than as payment for its goods or services, except to support Visa's Health Care Eligibility Service or Prepaid Load Network; (v) disburse funds in the form of travelers cheques, if the sole purpose is to allow the Customer to make a cash purchase of goods or services from you; (A) accept Visa or Visa Electron for the purchase of scrip; or (vii) accept Visa Electron for a manual cash disbursement. You understand and acknowledge that all Visa BIN Information provided by us to you is proprietary and confidential information belonging to Visa. You must not disclose Visa BIN Information to any third party without prior written permission from Visa. You understand and acknowledge that Visa may impose conditions on, or permanently prohibit you from participating in the Visa program for any reasons it deems appropriate, inducing, but not limited to (i) fraudulent activity; (11) submitting Transaction Data that does not result from an act between you and the Customer (laundering); (iii) entering into this Agreement under a new name with the intent to circumvent provisions of the Rules; (iv) activity that causes us to repeatedly violate the Rules, any other activity that may result in undue economic hardship or damage to the goodwill of the Visa system. Specialized Rules for Retail Transactions 1 Presentation Of Payment Instruments You or your employee must examine each Payment Instrument presented to determine that the Payment Instrument presented is valid and has not expired. You must exercise reasonable diligence to determine that the authorized signature on any Payment Instrument) presented corresponds to the Customers signature on the Transaction Data. You must not honor expired, invalid, altered, counterfeit, or revoked Payment Instruments nor any Payment Instrument presented by any person other than the proper Customer as evidenced by the authorized signature on the Payment Instrument. A Customer may authorize another person to use his or her Payment Instrument for purchases, provided the user's signature appears on the back of the Payment Instrument. The signature on the back must match the one on the Transaction Data. If the Payment Instrument is not signed, in addition to requesting an authorization, you may review positive Identification as allowed by local and state law, such as a passport or driver's license, to confirm that the user is the Customer, record the information and require the Customer to sign the signature panel of the Payment Instrument prior to completing the Transaction. You should not complete a Transaction if the Customer does not present his or her Payment Instrument or if you cannot obtain an electronic swipe record or physical Imprint of the Payment Instrument (this includes mail, telephone and Internet orders). By the submission of any Transaction Data to us, you will be deemed to warrant the Identity of the purchaser as the authorized holder of the Payment Instrument, and if the Customer later denies making the purchase, you will not be able to rebut the Chargeback. 2 Completion Of Transactions You must use a suitable imprinter to legibly Imprint Payment Instruments on Transaction Data or, capture the information from the Payment Instrument by electronic data capture. A photocopy of the Payment Instrument is not an acceptable substitute for an imprint. if the account number is manually keyed into the terminal, you must imprint the Payment Instrument. Your name, location, city and state must match the Merchant plate on the Imprinter. You must notify us of any changes to the information on the Merchant plate. in addition to having the Customer sign the Transaction receipt, the Transaction date and dollar amounts and other information must be clearly written or printed on the Transaction receipt or captured by an electronic device. A brief description of the goods sold or service rendered must be provided on the Transaction receipt. Authorization /approval code numbers must be clearly recorded in the appropriate place on the Transaction receipt. Never circle or underline any information on the Transaction receipt. Every Transaction Receipt and credit voucher must be imprinted (or printed from electronic draft capture equipment) with the Customer's truncated account number and Merchant name. You V44 give the Customer a true and completed copy of the Transaction Receipt or appropriate facsimile. If the Customer's copy of the Transaction receipt or credit voucher Is printed from electronic draft capture equipment/terminal, it must comply with all applicable Payment Brand Rules and laws. You cannot require Customers to provide any personal information as a condition for honoring Payment Instruments unless otherwise required by the Payment Brand Rules or law. Personal information includes, but Is not limited to, a home or business telephone number, a home or business address, a social security number, or a photocopy of a driver's license. You cannot retain or store full magnetic-stripe data, CVV2, CVC2 codes or PIN data after the authorization of a Payment Transaction or Conveyed Transaction, except as required to complete the transmission of such Transaction Data to us. 3 Forgeries /Counterfeit Payment instruments You should examine all notices received from us or from a Payment Brand to help you determine whether a Payment Instrument presented Is counterfeit. You should attempt to retain the Payment Instrument while making an authorization request and then match any signature on the Payment instrument with the one on the Transaction receipt. You should compare the account number on the Payment Instrument to the account number printed on the receipt or displayed on the terminal. You should examine each Payment Instrument to see if it looks genuine. You should use reasonable, peaceful efforts to recover any Payment Instrument if you have reasonable grounds to believe such Payment Instrument is counterfeit, fraudulent or stolen. You will be solely responsible for your actions in recovering /retaining Payment Instruments. 4 Travel And Entertainment Services At your option and as specified In the applicable sections of the Payment Brand Rules, Merchants may participate in one or more specialized travel & entertainment services offered by any of the Payment Brands. Merchants offering travel and entertainment services must Institute and comply with the procedures set forth in the Payment Brand Rules. Page N of 12 Standard Merchant (ntan) APP110aion a Agreement —Rev 07109 Specialized Rules for Mail Order, Telephone Order and Internet Transactions i completion of Sale You are responsible for determining that the purchaser is the person whose name appears as the Customer. If an account number is transposed into an invalid or inaccurate account number, the sale will result in a Chargeback. You must be authorized by us to accept Payment Instruments for mail, telephone, Internet and pre - authorized orders, and you must have noted such on your application to us. All Information that would normally be imprinted from a Payment Instrument must be dearly written In the appropriate areas on the order or Transaction receipt. "Mail Order" or "Phone Order" should be written on the signature line of the Transaction receipt. 2 Recurring Transactions For recurring transactions, you must obtain a written request from the Customer for the goods and services to be charged to the Customer's account, specifying the frequency of the recurring charge and the duration of time during which such charges may be made. You will not complete any recurring transaction after receiving: (1) a cancellation notice from the Customer (ii) notice from Paymentech or any Payment Brand that the Payment instrument is not to be honored; or (Iii) an authorization /approval code that the Payment Instrument Is not to be honored. You must include in your Transaction Data the electronic indicator that the transaction is a recurring transaction. Specialized Rules for Stored Value Transactions 1 Payment Instruments & Packaging You may be obligated to purchase Stored Value Payment Transaction Payment Instruments ("Gift Cards') from us or pay us a data transfer fee in lieu thereof. Please check the pricing schedule of your Merchant Agreement to see if these requirements apply to you. If you are obligated to purchase Gift Cards from us or if you elect to do so, we will arrange for the Gift card production and may, at our option, Invoice you therefore, in lieu of electronically debiting your account. Any such invoice will be payable upon receipt. Gift Cards, Packaging and Point -of- purchase marketing materials are available and priced on a per bundle basis, based on current rates. All production and delivery timeframes and costs provided by us are estimates only and we do not guarantee any specific date of delivery or price for Gift Cards produced by third parties. You are responsible for all production costs and delivery charges for Gift Cards. The form and content of all Gift Cards will be subject to our approval. 2 compliance and Warranties You are solely responsible for complying with all applicable laws relating to your Gift Card program and you agree to indemnify and hold us harmless from any loss, damage or claim relating to or arising out of any fallure to comply with applicable laws in connection therewith. You are solely responsible for monitoring the legal developments applicable to the operation of your Gift Card program and ensuring that your Gift Card program complies fully with such requirements as in effect from time to time. Merchant acknowledges that Paymentech cannot reasonably be expected to monitor and interpret the laws applicable to its merchants, and has no responsibility to monitor or interpret laws applicable to Merchant's business. 3 Fraud You hereby agree (i) that you are responsible for ensuring that all Gift Cards require activation at the point of sale; (i) to provide notification in writing to Paymentech of any fraud losses by type by fifteen days following the end of each calendar quarter, (iil) that you will be solely responsible for any and all value adding and fraud losses and expenses relating to or arising from your Gift Card; (W) to discourage transportation of groups of sequentially numbered Gift Cards; and (v) to deactivate or otherwise remove all value from Gift Cards that have been compromised. You will be responsible for any fraudulent transactions involving your Gift Cards, including, without limitation, the unauthorized activation of Gift Cards, reloading of existing Gift Cards (whether pursuant to a manual telephone order or otherwise) with additional value, or the unauthorized replication of Gift Cards or Gift Card data for fraudulent transactions. Paymentech provides a number of tools and options to help Merchant reduce Merchant's risk of exposure for fraudulent transactions. We urge you to make use of any and all of such tools as we may offer in order to help reduce the risk of such transactions. In particular, we recommend that you utilize only those vendors that have been certified by Paymentech as having appropriate security measures in place to reduce the risk of counterfeit Gift Cards and the loss of sensitive Gift Card information that might result in unauthorized transactions, and we recommend that you promptly and frequently reconcile the transaction reports we provide to you against your own internal transaction records, and to report any unauthorized transactions to your account representative at Paymentech. Because manual Gift Card transactions (i.e. those involving the activation or reloading of Payment Iostroments over the telephone in cases where your terminals may be unavailable) pose a higher risk of potential fraud, we urge you to pay special attention to these transactions and reconcile them on an even more frequent basis. In the event that you do not reconcile your transaction reports and promptly report any suspicious activity to us, Paymentech may not be able to assist you in canceling fraudulently activated or reloaded Gift Cards, or in otherwise Identifying the source of any fraud. Obtaining your Bank Routing (ABA) and Bank Account (DDA) Number It is recommended that you contact your bank to confirm the correct Bank Routing and Bank Account number. If you are attempting to retrieve your bank routing and account information from a check the following legend will assist you In that process. Page 12 or 12 Standard Merchant (-rean) Application & Agreement —Rev 07/09 Paymentech, LLC Schedule A to Merchant Agreement City of South Miami Assumptions and Fees Assumptions Payment Transaction Sales volume $024,000 Average Transaction amount $2.75 Chargeback % 0.0250/ Auth I Capture % 105.00% Number of locations 1 PIN Debit I EST transactions 0 Conveyed transactions 0 Fees 1. Initiation & service fees Annual fee Application fee Rush fee PIN Debit Setup fee Pin Pad Encryption fee Monthly Helpdesk fee Monthly Service fee Supply fee Temunat Reprogram fee Internet Product: Diet Backup authonzallon surcharge 2. Transaction fees MasterCard per item Visa per item Discover per Item American Express per item JCB per item PIN Debit per item EST per Item Check verification - SCAN per Item Wireless Terminal per item 3. Authorization fees Voice Authorizations Electronic Address Verification Service Electronic Authorizations: MasterCard Authorization Visa Authorization Discover Authorization American Express Authorization Private Label Authorization Billed Per Order NetGonnect Setup fee $30.00 N/A NIA NIA N/A N/A N/A $7.50 N/A Monthly fee N/A $0.0150 NIA N/A N/A N/A N/A NIA NIA WA N/A $0.65 NIA $0.0300 $0.0300 $0.0300 NIA N/A 4. Stored Value fees Gift Card Program Setup fee NIA Processing fee NIA Monthlyfea N/A Block Activation fee NIA ACH Services fee N/A Came, Packaging A Poinlwf- purchaas marketing matedafe are available arul priced on a par run basis, based on oanent rates. These ales are shaven on the Gift Card Materlals Omer Farm initials: Date: 1Monlh ay/Yoar) CONTROLft 715990.21^ 12010112 083350 Printed: 24- NOV -10 Page —1 of 3 Schedule A to Merchant Agreement Paymentech, LLC Assumptions and Fees city of South Miami $0.0185 S. Reporting Options N/A Monthly Statement fee Statement Type & Frequency: Mail -(P) Statement only Monthly On.Lmo Reporting Tool Monthly fee NIA N /A Confirmation Leiter (per month) N/A Daily Funding Client Notification NIA Raw data I FARS N/A 6. Discount lnformatlon MasterCard I Vise / Discover Target Debit Discount rate ❑MasterCard / Visa / Discover Target Credit Discount rate' OPass2hm of MC / Visa f Discover Interchange MAC I Visa / Discover interchange fees MC /Visa I Discover Association fees Visa Risk Identification fee ElPass -thin + %: Incremental Discount rate ❑Three -Tier- Debit: Qualified I Mid- QUaOfied / Non - Qualified ❑Three -Tier - Credit, Qualified / Mid- QualTed I Non - Qualified ElThree -Tier - RewardlWOddOard: Qualified / Mid - Qualified / Non - Qualified ❑TwaTier- Dealt: Qualified / Non - Qualified E]Two -Tier - Credit, Qualified / Non - Qualified N,rcount frequency: Monthly N/A wA as set by each Payment Brand MaseCrCard Whe, Discver $0.0185 $0.0195 $0.0155 N/A $0.001 NIA u alf I Ilfa WA Nory ua1Ke� N/A NIA WA A N/A NIA I NIA WA NIA WA net r em u NIA WA N/A N/A - The interchange applicable to each Inimclim will be based on theacluai qualifiCdilan level of the transaction. For each transac9on not qualifying at the Target QuaGficanip LOI-1- we 'All charge you an additional fee calculated as described on the fesewing page under the heading 'Addirwaal Information About your Fees'. (_X MC I Visa/ Discover Assessment fees u X MC I Visa I Discover InCl Cross - border fees N X MasterCard AVS Auth Access fee - Card Present MasterCar d AVS Auth Access fee -Card Not Present Vise Zero $ Account Verification fee Visa Misuse of Authorization fee Visa Zero Floor Limit fee Passthm of PIN Debit Network fees PIN Debit VC Pass -lhm + %: Incremental Discount rate Revolution Money Discount fee T. Processing fees Minimum Monthly Discount fee Charileback Processing fee Batch Settlement fee Reprint Statement fee ACN fee ACN Return fee Mastercard Whe, Dlsrnver 0.1100% 0.1100% 0.1000% 0.4000% 0.4000% o.ss0o7- $0.0050 $0.0075 $0.0250 $0.0480 $0.1000 N/A N/A NIA $25.00 $10.00 N/A NIA NIA $25.00 S. Other fees Amount payable upon terminatim: in addition to the other amounts due under this Agreement (including, without limitation, the fees and charges described in this Schedule A), you may owe an amount in the event you terminate this Agreement. Whether you will owe that amount, and how much you will owe, will be determined in accordance with Section 10 of this Agreement. Initials: Date: (MOMhIDay/Year) CONTROL n 715990.2111201011 •4083350 Printed: 24•Nov -10 Page 2 of 3 Paymentech, LLC Schedule A to Merchant Agreement City of South Miami Equipment Swap Fees Tune EQufoment Rate Replacement (swap) In warranty` $50.00''. Repiacemom(swap) Out of warranty - Verifone Tranz terminals &proton; $160.00'. Replacement (swap) Out ofwarranty- Edipse, Hypercom T7, NUrk terminals &Printers. Ingenieo 15100 $20000', Replacement (swap) Out of warranty - Omni terminals & printers, Verifone Vx510 & Vx570, MX830 Pinpad, Hypercom T4205, T4210 & T4220, legation i7780 $250.00 ". Replacement (swap) Out of warranty- Verifone Vx610, Nurit 8000, Exadigm terminals $500.00 Replacement (swap) Out ofwarranty - all Pin Pads $100.00 Restocking Fee Return equipment for any reason other than repair $150.00 late Fee 11ror age uipment returned late, or not returned $500.00 " In warranty coverage applies only to equipment purchased or teased from Chase Paymentech Solutions Warranty Umeframes: 5 years.Om a 3200, 373, 3750; Verifone Vx$10, Vx570, PPi We SE; Hyperoem T42m, P730D Pinpad 3 years - Versha Vx810, MX330 Pinpad; Hy meaam T7PIUS; ingenice 15100, Ingenico 17730, Exadigm terminals i year all ether equipment Additional information About Your Fees Payment Brand Charge. A signgipm amount tithe fees that we charge you for processing your Payment Transactions consfe$ W assgeS Nat wariest Pay to the Payment Brands and Payment Brand Issuers (or Motors otherwise charged by the Payment Brands and Payment Brand issuers in connection With your Payment Transactions)- These charges, which include lntsediarga. assessments, file hansmtesdon fees, and other charges are referred tD in this Schedule so "Payment Brand Charges.- Thus, in addition to the fees set forth above In this Schedule, you will also be charged Payment Brand Charges. Notwithstanding the foregoes, we may temporarily elect not W charge you for certain Payment Brand Charges. Therefore, It is possible that you may not be charged for wrlain Payment Brand Charges foraperlodofame. if that is the ca se, our election not to shuttle you for those Payment grand Charges should act be construed as a waiver of ourrlght 1. charge you for those Payment Brand Charges, and "reserve theright tostan charging youforlhemupon notice to you atanylime in thefrlum. No such charges will be imposed retroactively, however. Our right to impose such charges In the future extends to Payment Brand Charges wrmmiy in egad, Increases In the amount of those Payment Brand Charges, and new Payment Brand Charges Imposed by Payment Brands and Payment Brand issuers. Interchange and Assessments Payment Brand Charges, including Interchange fees and assessments, are set by the Payment Brands and Payment Brand issuers based in part upon a series of lntemhmge levels that May establish and modifyhom time to lims. Thus, the interchange No and amount of assessments charged for a given Payment Transaction depends on the Interchange level applicable to that Payment Transaction; and that interchange level depends on a number of factors established by the Payment Brands, such as the type of Payment Instrument presented, specific information contained in the Payment Transaction, hand when the Payment Transaction is processed. yourindus ii, and olherfadore. For a Payment Tramerfon to qualryat any spedU.o interchange level. the applicable qualificotion criteria must he met Note that the Payment gnarls regularly add new interchange levels. and change the Interchange rates or qualffloatlon alieria for existing Interchange levels. Target Discount Rate and Target Qualification Level The Target Quaggaalion Level is the interchange level thetwe expect to apply to your Payment Transactions. It Is determined based on Me typo of Payment Transactions you submit and how hey Will mess likely be processed- However, it is possible that some or many of your Payment Transactions will downgrade to a more Mary Interchange level, resulting In higher interchange. This may occur because Nose "Non Ouslifiad Trarmadons' do not meet the again W qualify at yaw TargetOmbfima. LeveLPaymentech has set your Target Oua6fication Level based on the assumption that an of yam Payment Transactions will musty Me criteria established by the Payment Brand rules to meet the Target Qualification Level sat form in your pricing samouta. The actual interchange applicable to each transaction, though, Will be based on lire actual qualification level of the transaction. A summary offha primary qualillmon crgeda far each Interchange level established by the Payment Brands is available et wow. chasapaymentechrxxMnterchanga _cherU. Capltallaed Terms: Please review the definition In your Agreement so that you underslaM the wpil alined terms we use In this pddng schedule. The capitalized term "Payment Bra cn has the sass meaning as Neterm "Payment Brand "or Association "in your Agreement. The capitalized tens "Payment Transaction "has Ne soma meaning as rho term "Payment Tmns cflon', "Card Transaction', er -Sales D.fe1nyour Agreement rho capilaitzetl term "Paymanl lnsUUment "has U,a same meaning as the lemn-Payment lnsirumant "," Cant ",acrerfit card ^in your agreement IF YOU SELECT TO USE A PINPAD ENTRY DEVICE, PLEASE READ THE FOLLOWING CAREFULLY If you are not esnorgy using a PCI Peal TOES devicoacc,mhn W the Visa missile listing, you will be tegmred Puerto July 12010 a upgrade to a caligad device m your own cost. You can find a listingofdevicessupportedby Chaso Paymentechatw .. chasepaymentach.coWmrchamcenter. IF YOU SELECT TO USE NETCONNECT, PLEASE READ THE FOLLOWING CAREFULLY Ne1CaMect is apratluc Nat Wllizes the internal Forth. UansmissPonlo us Wyour Cab Uansadion. We cannot and will cwt be responsible for the reliaNfity or security ofyour lransMoion to us while theyere to b'aneilWUS Vie the Internet. We strongly mmmmeM Net you maintain a dial back -up option to us for UensMSSion W Cmd transactionsf orma during periods when your Internet connection is unavallebte. Transactions sent to us via a dial back-up option during such periods wilt be Wiled an additional $0.015 per transaction for Increased wmmunmatien costs. City of South Miami By: J Title: 6-CV iniq JAtieg Date: 2- h Iii (Authori ?"nature) (Morehlnate Yead CONTROL s 715990.21 20101124083350 Printed: 24- Nov-10 Page 3 Of 3 WARRANTY OF SIGNING AUTHORITY City of South Miami Name of Corporation WHEREAS the above named Corporation (hereafter referred to as "Corporation ") has applied for an account to be established with Paymentech, LLC, a Delaware limited liability company, for the acceptance of Visa, Mastercard and other credit cards as contained in the Merchant Credit Card Services Agreement between the parties, and WHEREAS Paymentech ordinarily requires the President, Chief Executive, owner, or like individual to execute the Merchant Credit Card Services Agreement on behalf of an applicant, but in this case in reliance on.this Warranty of Signing Authority, Paymentech has agreed to accept the signature of the undersigned as agent for the Corporation; ACCORDINGLY, the undersigned City Manager [TITLE] of the Corporation hereby certifies and represents to Paymentech that he /she has the authority to obligate the Corporation for payment for credit card services and performance of all other obligations and liabilities as outlined in the Merchant Credit Card Services Agreement and therefore has the authority to execute said agreement on behalf of the Corporation. EXECUTED as of the _2:_ day of Authorized Signer: SI ATURE Hector Mirabile PhD PRINT NAME H:\CREDITFORMS\GMSIGNER.DOC 5/2001 -9 Request for Taxpayer Give form to the Form (Rev. October 2007) Identification Number and Certification requester. Do not Department or the Treasury send to the fits. Internal Revenue Service Name (as shown on your income tax return) City of South Miami m Business name, if different from above CL c 0 02 •� Check appropriate box: ❑ Individual/Sole proprietor ® Corporation ❑ Partnership ❑Limited liability company. Enter the tax classification (D =disregarded entity, C =corporation, P =partnership) t ......_ Exempt (� payed `a ❑ Other (see instructions) ►• c 0 Address (number, sheet, and apt. or suite no.) Requester's name and address (optional) °• o 6130 Sunset Drive oCity, state, and ZIP code rn South Miami, FL 33143 m Ust account number(s) here (optional) m Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on tine t to avoid Soalai security number�� backup withholding. For Individuals, this Is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part 1 instructions on page 3. For other en0ties, a is your employer identification number ON). If you do not have a number, see How to get a TIN on page 3. or Note. if the account is in more than one name, see the chart on page 4 for guidelines on whose Employer identification number number to enter. 59 f 6000431 Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below). Certification instructions. You must cross out Item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generalll ants other an interest and dividends, you are not required to sign the Certification, but you must. provide your correct TIN. See a In etions on age 4. ,•, Sign signature of Here I US. person General Instructions V Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an Information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, Income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W -9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding If you are a U.S. exempt payee. if applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Note. if a requester gives you a form other than Form W -9 to request your TIN, you must use the requester's form If it is substantially similar to this Form W -9. Date 0- 1 C7 f 'd— I i G/ Definition of a U.S. person. For fedbral taxlpurposes, you are considered at U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301,7701 -7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of Income from such business, Further, in certain cases where a Form W -9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business In the United States, provide Form W -9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. The person who gives Form W -9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on Its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases: • The U.S. owner of a disregarded entity and not the entity, Cat. No. 10231X Form -9 (Rev. 10 -2007)