HomeMy WebLinkAboutresolution.council.060-18 RESOLUTION #60
(Series of 2018)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND THE STATE OF COLORADO AUTHORIZING THE CITY MANAGER
TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN,
COLORADO.
WHEREAS, there has been submitted to the City Council a contract for
Merchant Services Contract with The State of Colorado using Wells Fargo for
Credit Card Services, between the City of Aspen and The State of Colorado, a true
and accurate copy of which is attached hereto as Exhibit "A";
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves that Contract
for Merchant Services Contract with The State of Colorado using Wells Fargo for
Credit Card Services, between the City of Aspen and The State of Colorado, a
copy of which is annexed hereto and incorporated herein, and does hereby
authorize the City Manager to execute said agreement on behalf of the City of
Aspen.
INTRODUCED, READ AND ADOPTED by he City Council of the City of
Aspen on the 26th day of March, 2018.
SCw en Sadron, Mayor
I, Linda Manning, duly appointed and acting Ci Clerk do certify.that the
foregoing is a true and accurate copy of that resolution adopted by the City
Council of the City of Aspen, Colorado, at a meeting held, March 26, 2018
I
Linda Manning, City Cler
Routing#C6ISH
j STATE OF COLORADO
DEPARTMENT OF TREASURY
/ Master Merchant Services Contract
with
Wells Fargo Merchant Services, LLC and WellsTargo Bank, N.A.
TABLE OF CONTENTS
1.PARTIES....................................................................................................:.....................................................................l
2.EFFECTIVE DATE AND NOTICE OF NONLIAHILITY.............................................................................................I
3.RECITALS.......................................................................................................................................................................1
4.DEFINITIONS.................................................................................................................................................................2
5.TERM...............................................................................................................................................................................4
6.STATEMENT OF WORK...............................................................................................................................................5
7.PARTICIPATION AGREEMENTS
8.PAYMENTS TO CONTRACTOR..................................................................................................................................5
9.REPORTING-NOTIFICATION....................................................................................................................................8
10.CONTRACTOR RECORDS...............................:..........................................................................................................9
11.CONFIDENTIAL INFORMATION-STATE RECORDS........................................................................................... 10
12.CONFLICTS OF INTEREST.......................................................................................................................................11
13.REPRESENTATIONS AND WARRANTIES ............................................................................................................ 11
14. INSURANCE...............................................................................................................................................................12
B.BREACH......................................................................................................................................................................13
16.REMEDIES................................................................................................................................:................................. 14
17.NOTICES AND REPRESENTATIVES.................................................................................................................. 1613
18.RIGHTS IN DATA,DOCUMENTS,AND COMPUTER SOFTWARE................................................................. 16
19.GOVERNMENTALIMMUNITY............................................................................................................................... 16
20. STATEWIDE CONTRACT MANAGEMENT SYSTEM......................................................................:....................16
21.GENERAL PROVISIONS........................................................................................................................................... 17
22.COLORADO SPECIAL PROVISIONS......................................................................................................................20
23.SIGNATURE PAGE...........................................................................................................:........................................22
EXHIBITA—Statement of Work.................................................................................................................................... 144
EXHIBIT B—Performance Standards............................................................................................................................. I a3
EXHIBIT C-Prices and Rates
EXHIBIT D-Option Letter
EXHIBIT E—Participation Agreement
EXHIBIT F—Merchant Services Agreement
1. PARTIES
This Contract (hereinafter called"Contract")is entered into by and between Wells Fargo Bank„N.A.,a
national banking association,and its operating subsidiary, Wells Fargo Merchant Services. LLC(hereinafter
collectively called"Contractor')and the STATE OF COLORADO acting by and through the Department of
Treasury(hereinafter called the"State").Contractor and the State hereby agree to the following terms and
conditions.
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY
This Contract shall not be effective or enforceable until it is approved and signed by the Colorado State
Controller or designee(hereinafter called the"Effective Date"). Neither Contractor nor the Stale shall be
bound by any provision hereof prior to the Effective Date. Contractor shall not be entitled to receive
compensation for any performance hereunder or under any Participation Agreement, as defined below,
including,but not limited to,costs or expenses incurred,or be bound by any provision hereof or thereof prior
to the Effective Date.
3. RECITALS
Rev 12131/13
A. Authority,Appropriation,and Approval
Authority to enter into this Contract exists in C.R.S. §§24-19.5-104 and 24-110-201 et seq. Required
approvals,clearance and coordination have been accomplished from and with appropriate agencies.
Contractor's bid was selected in accordance with Colorado law under the exemption for elected officials set
forth in C.R.S. §24-2-102(4)and pursuant to the State's issuance of a Request for Proposal,(RFP)dated April
21, 2017. This Contract is subject to those portions of the State Procurement Code,C.R.S. §§24-101-101 et
seq.,applicable to contracts entered into by the State of Colorado and to the State Fiscal Rules,as defined
below.
B. Consideration
The Parties acknowledge that the mutual promises and covenants contained herein and other good and
valuable consideration are sufficient and adequate to support this Contract.
C. Purpose
Contractor shall process credit card and debt card transactions(alternative forms of payment) and provide
related equipment to Governmental Entities, defined below,and Political Subdivisions,defined below, within
the State of Colorado,under separate agreements issued pursuant to this Contract.
D. References
All references in this Contract to sections(whether spelled out or using the§ symbol),subsections,exhibits
or other attachments,are references to sections,subsections, exhibits or other attachments contained herein or
incorporated as a part hereof, unless otherwise noted.
4. DEFINITIONS
The following terms as used herein shall be construed and interpreted as follows:
A. Agreement Funds
"Agreement Funds"means.the funds that have been appropriated,designated,encumbered or otherwise made
available for payment by a Participating Entity to Contractor pursuant to a Participation Agreement.
B.Card Organization
"Card Organization"means an entity formed to administer and promote credit and/or debt cards, as defined
in Part 11.6, Section 40(Glossary) of the Program Guide.
C. Card Organization Adjustment
"Card Organization Adjustment"means an adjustment in prices, rales or service delivery requirements to
reflect increases and/or decreases by Card Organizations in interchange assessments and other Card
Organization fees or pass through increases charged by third parties for on-line communications and similar
items as permitted in Part II.A, Section 5 of the Program Guide.
D.COIS Policies
"COIS Policies"means the policies promulgated by the Colorado Office of Information Security,available
at: available at: htip://www.oit.state.co.us/ois/policies.
E. Contract
"Contract"means this Contract, its terms and conditions, attached exhibits,documents incorporated by
reference under the terms of this Contract,and any future modifying agreements,exhibits,attachments or
references incorporated herein pursuant to Colorado state law, State Fiscal Rules,and State Controller
Policies.This Contract also is referred to as the"MMS Contract"
F. Contractor
"Contractor"is defined in §1 of this Contract.Contractor may be referred in the Exhibits as a"Bank",
"Processor", "Servicers',"Us", "We","Our",or as otherwise defined in Exhibit F.
G. Effective Date
"Effective Date"means the date on which this Contract is approved and signed by the Colorado State
Controller or designee.
H. Exhibits and other Attachments
The following are attached hereto and incorporated by reference herein:
Exhibit A-Statement of Work,
Exhibit 9—Performance Standards,
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Exhibit C—Prices and Rates,
Exhibit D=Option Letter,
Exhibit E—Participation Agreement,
Exhibit F-Merchant Services Agreement
I. First Data
"First Data"means First Data Merchant Services LLC, formerly known as First Data Merchant Services
Corporation,a member of Wells Fargo Merchant Services, LLC and the Processor,as set forth in the
Program Guide.
J. Goods
"Goods"means tangible material acquired, produced,or delivered by Contractor either separately or in
conjunction with the Services Contractor renders under a Participation Agreement.
K. Governmental Entity
"Governmental Entity"means the Stale of Colorado,any department,agency, or other entity of the State of
Colorado, any State-sponsored institution of higher education,or any authorized agent of any of the
foregoing.The term Governmental Entitiy does not include a Political Subdivision.
L. Merchant Services Agreement
"Merchant Services Agreement"means the agreement, attached as Exhibit F, which consists of the
Merchant Services Amendment,an unexecuted copy of the Wells Fargo Merchant Processing Application,
the Program Guide and the Program Guide Schedules.
M.Merchant Services Amendment
"Merchant Services Amendment"means the Amendment to Wells Fargo Merchant Services Agreement, set
forth in Exhibit F.
N. MMS Contract
"MMS Contract"means this Master Merchant Services Contract.
O. Participating Entity
"Participating Entity"means a Governmental Entity or Political Subdivision which has entered into a
Participation Agreement with Contractor.A Participating Entity may be referred in the Exhibits as a"Client",
"Subscriber", "Customer',"Merchant","Company", "You", "Your'or as otherwise defined in Exhibit F.
P. Participation Agreement
"Participation Agreement"means an agreement, substantially in the form of Exhibit E, between Contractor
and a Participating Entity entered into for the purpose of ordering Goods and Services pursuant to this
Contract.
Q. Party or Parties
"Party"means the State or Contractor and"Parties"means both the State and Contractor.
R. PCI DDS
"PCI DDS"means the global standard for the protection of credit cardholder data,as described in Part ILA,
Section 29.1 of the Program Guide.
S. Performance Standard
"Performance Standard"means a standard that must be met by Contractor in the performance of its
obligations under this Contract and the Participation Agreements, as set forth in Exhibit B.
T. Political Subdivision
"Political Subdivision"means a political subdivision of the Stale of Colorado or any authorized agent of the
foregoing.
U. Program Guide
"Program Guide"means the Wells Fargo Program Guide(WFB 1707), including the Program Guide
Schedules, incorporated by reference as a part of the Merchant Services Agreement, as amended by the
Merchant Services Amendment.
V. Processor
"Processor'means First Data or any successor entity engaged by Contractor to perform any of the
obligations of the Processor set forth in this Contract,any Participation Agreement or the Program Guide.
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W. Program Guide Schedules
"Program Guide Schedules"means the schedules incorporated as a part of the Program Guide, consisting of
the Payment Network Qualification Matrix, available at httos:/hvcllsfargo.com/biztcreditinterchanger)lus,the
Payment Network Pass-Through Fee Schedule, available at
hltps://wwty.wellsfargo.com/biz/merchantoassthrouahfees,and the Wells Fargo Fixed Acquirer Network Fee
Merchants Accepting Visa®Payments,available at ht1ps://www.welisfareo.com/visanetworkfee.
X.Reserve Account
"Reserve Account"means an account established and funded at the request of Contractor in accordance with
Part ILA, Section 1 I of the Program Guide.
Y. Services
"Services"means the services specified in Exhibit A, which shall be performed by Contractor pursuant to
Participation Agreements.
Z. Settlement Account
"Settlement Account"means a demand deposit funding account established by a Participating Entity at a
financial institution to be debited and credited by Contractor for credit card transactions, fees,chargebacks
and other amounts due under a Participation Agreement.
AA. State Controller Policies
"State Controller Policies"means the policies of the Office of the Colorado State Controller,available at:
htlys://www.colorado.gov/pacific/oselcontractpolicies.
BB.State Fiscal Rules
"State Fiscal Rules"means the Fiscal rules promulgated by the Colorado State Controller pursuant to C.R.S.
§24-30-202(13),set forth in I CCR 101-1.
CC. State Fiscal Year
"State Fiscal Year"means the fiscal year of the State of Colorado commencing on July I of each calendar
year and ending on June 30 of the subsequent calendar year.
DD. Subcoutractor
"Subcontractor"means a third-party engaged by Contractor specifically in connection with this Contract to
aid in the performance of its obligations under this Contract or any Participation Agreement.
EE. Work
"Work"means the tasks and activities Contractor is required to perform to fulfill its obligations under this
Contract or any Participation Agreement, including the performance of Services and delivery of the Goods.
FF. Work Product
"Work Product"means the tangible results of Contractor's Work, including,but not limited to, software,
research,reports,studies,data,photographs,negatives or other finished or unfinished documents, drawings,
models, surveys,maps, materials,or work product of any type,including drafts.
5.TERM
A. Initial Term-Work Commencement
The Parties' respective performances under this Contract shall commence on the Effective Date.This
Contract shall terminate on February 28, 2023 unless sooner terminated or further extended as specified
elsewhere herein.
B.Two Month Extension
The State,at its sole discretion upon written notice to Contractor as provided in§17, may unilaterally extend
the term of this Contract for a period not to exceed two months if the Parties are negotiating a replacement
Contract(and not merely seeking a term extension)at or near the end of any initial term or renewal term;
provided,however, that nothing in this§5 shall affect the right of either Party to terminate this Contract, for
cause,or otherwise, as provided herein or in the Program Guide. If the State extends this Contract under this
§5, this Contract shall be extended under its then existing terms and conditions, including, but not limited to
prices,rates and Service delivery requirements; provided,however,that Contractor shall continue to be
permitted to make Card Organization Adjustments.The provisions of this Contract in effect when such notice
is given, including, but not limited to prices, rates,and delivery requirements, shall remain in effect during
the hvo-month extension. Extension of the term of this Contract shall simultaneously extend the term of all
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Participation Agreements in effect at such time. The two-month extension shall immediately terminate when
and if a replacement Contract is approved and signed by the Colorado State Controller.
C.State's Option to Extend
The State may require continued performance for a period of one year at the same prices and rates(other[ban
Card Organization Adjustments)and the same terms specified in this Contract. If the State exercises this
option, it shall provide written notice to Contractor at least 30 days prior to the end of the current Contract
term in form substantially equivalent to Exhibit D. If exercised,the provisions of the Option Letter shall
become part of and be incorporated into this Contract.The total duration of this Contract, including the
exercise of any options under this clause, shall not exceed six(6)years.The extension of this Contract by the
State shall extend the term of each Participation Agreement in effect at such time for one additional year;
provided that a Participating Entity may terminate the Participation Agreement to which it is a party by
providing written notice of termination to the Stale and Contractor,at least 10 days prior to the end of the
initial Contract term.
6.STATEMENT OF WORK
A. Contract Administration
The State will administer this Contract on behalf of the Participating Entities.
B. Service Availability
The Goods or Services set forth on Exhibit A may be purchased under a Participation Agreement entered
into pursuant to this Contract.
C. Completion
Contractor shall complete the Work and its other obligations as described herein and in the Exhibits on or
before February 28,2023.
. D. Goods and Services
Contractor shall procure Goods and Services necessary to complete the Work. Such procurement shall be
accomplished using Agreement Funds and shall not increase the Agreement Funds payable by a Participating
Entity under a Participation Agreement.
E. Employees
All persons employed by Contractor, Processor or a Subcontractor to perform Work under this Contract shall
be employees of Contractor,Processor or such Subcontractor for all purposes hereunder and shall not be
employees of the State or any Participating Entity for any purpose as a result of this Contract.
7. PARTICIPATION AGREEMENTS
A. Participation
Use of this Contract by a Governmental Entity or Political Subdivision is subject to the approval of the State.
Issues of interpretation and eligibity for participation are solely-within the authority of the State.
B. Parties to Participation Agreement
A Governmental Entity or Political Subdivision wishing to obtain Goods and Services available under
Exhibit A of this Contract shall enter into a separate Participation Agreement with Contractor,substantially
in the form of Exhibit E.The terms and conditions of this Contract shall apply to all Participation
Agreements.
C.Term of Participation Agreement
A Participation Agreement between Contractor and a Participating Entity shall be effective upon signature of
the parties thereto,approval by the Stale and such other approvals as may be required by a governing
authority of the Participating Entity. All Participation Agreements shall terminate upon the termination of
this Contract, unless sooner terminated under the terms specified herein. Contractor shall complete its
obligations described in a Participation Agreement prior to the termination of the Participation Agreement. A
Participating Entity shall compensate Contractor for all obligations completed in accordance with its
specifications during the term of the Participation Agreement. A Participating Entity shall not be liable to
compensate Contractor for any work performed atter the ternunation of the Participation Agreement to which
such Participating Entity is a party.
D. Liability for Payment Obligations
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Each Participating Entity shall be solely liable with respect to payments due and other obligations under the
Participation Agreement to which it is a party and neither the State nor any other Participating Entity shall
have any obligations or liability under such Participation Agreement.
E.Accounts
Each Participating Entity will be required to establish a Settlement Account,as specified in the Program
Guide. Contractor shall transfer all credits or other payments collected from third parties on behalf of a
Participating Entity into the Settlement Account established by such Participating Entity.Under the terms of
Part ILA, Section I 1 of the Program Guide,Contractor has the right to establish a Reserve Account for a
Participating Entity to help mitigate Contractor's risk exposure under the Participation Agreement to which
the Participating Entity is a party. In such event,the Participating Entity shall be obligated to fund such
Reserve Account in accordance with the requirements of Part ILA, Section I I of the Program Guide.
F. Performance Issues
Within 20 calendar days of the the receipt of written notice from a Participating Entity identifying one or
more performance issues,Contractor shall meet with the Participating Entity to resolve such issues.The
Participating Entity shall have the authority and discretion to resolve performance issues arising under the
Participation Agreement to which the Participating Entity is a party. Failure by Contractor to maintain
satisfactory performance after the receipt of notice from the Participating Entity and the opportunity to cure
in accordance with§15(B)shall constitute a breach of such Participation Agreement.
G. Remedies
If Contractor is in breach under any provision of Participation Agreement, the Participating Entity party to
the Participation Agreement shall have all of the remedies listed in§16(A)and(C), in addition to all other
remedies set forth in other sections of this Contract, with respect to such Participation Agreement. A
Participating Entity may exercise any or all of the remedies available to it, in its sole discretion,concurrently
or consecutively.
H. Communications
Contract information for Contractor's support staff is set forth in Exhibit A.Contractor shall provide and
maintain current contact information for support staff throughout the term of this Contract, which may be
used by Participating Entities for notices, inquiries or other communications. Contractor may change contact
information for its support staff upon twenty(20)days prior written notice to the State and each Participating
Entity, in accordance with§17.
I. Termination by the State
The Stale may terminate any Participation Agreement and the right of the Participating Entity party thereto to
participate in this Contract if the State determines that it is in the best interests of the Slate, including without
limitation, in the event a Participating Entity:
i. fails to comply with the terms and conditions of this Contract;
ii. facilitates credit card transaction fraud;
iii fails to administer credit card transactions in accordance with the terms of this Contract; or
iv.permits or facilitates operational defects in its administration of credit card transactions.
The Slate shall provide 20 days prior written notice of termination to the Participating Entity and
Contractor, in accordance with §17.
8. PAYMENTS TO CONTRACTOR
The State,as a signatory to this Contract,shall not be liable to Contractor for any breach of any payment or
other obligation under a Participation Agreement. A Participating Entity, in accordance with the provisions of
this §8, shall pay Contractor for Services and Goods provided to the Participating Entity under the Participation
Agreement to which it is a party in the amounts and using the methods set forth below:
A. Compensation
Satisfactory performance under the terms of this Contract shall be a condition precedent to a Participating
Entity's obligation to compensate Contractor. Contractor's compensation for the Services and Goods
delivered under a Participation Agreement shall be based upon the prices and rates set forth in Exhibit C,
which constitute all the fees and expenses applicable to the Participating Entities under this Contract. Except
as disclosed in Exhibit C,Contractor shall not assess or implement any additional fees or expenses.The fees
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and expenses set forth in Exhibit C include equipment prices for new equipment only.Refurbished and other
equipment may be available at different prices.
B. Adjustments
Contractor's fees and expenses set forth in Exhibit C(other than Card Organization Adjustments)shall
remain in effect during the tern of this Contract, including any extensions. Contractor shall be permitted to
make Card Organization Adjustments during the tern of this Contract, including any extensions,and shall
provide written notice to the State and all Participating Entities, in accordance with§17, at least ten(10)days
prior to any Card Organization Adjustment,unless a Card Organization gives less notice, in which case
Contractor shall provide notice as soon as commercially practicable.
C. Payment
L Statement of Account
No later than the 5th day following the close of each calendar month,Contractor shall prepare and
post on the web-based reporting tool established by a Participating Entity a statement of account for
such Participating Entity's Settlement Account, setting forth all Goods delivered,Services performed
and transactions completed, including without limitation chargebacks and payments,during the
preceding month.The statement of account shall include all amounts due to Contractor for the
preceding month, determined in accordance with the prices and rates set forth in Exhibit C.A
Participating Entity may provide written notice to Contractor electing to receive a written statement
through the U.S. mail in addition to or in lieu of on-line delivery,which shall be received by the
Participating Entity not later than the 15"business day following the end of the preceding month.
ii. Withdrawal of Funds
On or around the eighth(8'")business day of each month, Contractor may withdraw from the
Settlement Account established by each Participating Entity funds in an amount equal to all amounts
payable by such Participating Entity for the Goods and Services under the statement for the preceding
month.Contractor and a Participating Entity,with the prior approval of the State, may agree to a
different method of payment if such method is set forth in the Participation Agreement between
Contractor and the Participating Entity and approved by the State.
iii. Disputed Amounts
If a Participating Entity disputes any of the amounts set forth in a monthly statement of account, the
Participating Entity shall provide written notice to Contractor, in accordance with§17,within 60 days
of the delivery of such statement,setting forth the disputed item(s)and the reason the Participating
Entity is disputing the amount. If the dispute involves a Card Organization fee,Contractor shall assist
the Participating Entity in resolving the dispute with the appropriate Card Organization in accordance
with§5.11 of the Program Guide. If the dispute involves amounts charged by Contractor,the dispute
shall be resolved in accordance with the terms of this Contract.
iv. Interest
A Participating Entity shall fully pay each invoice within 45 days of receipt thereof if the amount
invoiced represents performance by Contractor previously accepted.by the Participating Entity.
Uncontested amounts not paid by a Participating Entity within 45 days shall bear interest on the
unpaid balance beginning on the 46th day at a rate not to exceed one percent per month until paid in
full; provided, however,that interest shall not accrue on unpaid amounts that are subject to a good
faith dispute.Contractor shall invoice a Participating Entity separately for accrued interest on
delinquent amounts.The billing shall reference the delinquent payment,the number of day's interest
to be paid and the interest rate.
v. Available Funds-Contingency-Termination
The State of Colorado is prohibited by law from making commitments beyond the term of the current
State Fiscal Year.Therefore,Contractor's compensation under Participation Agreement with a
Governmental Entity beyond the current State Fiscal Year is contingent upon the continuing
availability of appropriations by the General Assembly as provided in the Colorado Special
Provisions;provided,however, that the Participating Entity shall notify Contractor by no later than
the last day in May of the current State Fiscal Year if appropriations have not been made for the
following State Fiscal Year. If federal funds are used to fund a Participation Agreement, in whole or
in part,the performance of the Participating Entity thereunder is contingent upon the continuing
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availability of such funds.Contractor's compensation under a Participation Agreement with a Political
Subdivision beyond the current Slate Fiscal Year is contingent upon the continuing appropriation by
the governing authority of the Political Subdivision;provided,however,that the Participating Entity
shall notify Contractor by no later than the last day in May of the current State Fiscal Year if
appropriations have not been made for the following State Fiscal Year. Payments pursuant to a
Participation Agreement shall be made only from available funds encumbered for the Participation
Agreement and the liability of a Participating Entity for such payments shall be limited to the amount
remaining of such encumbered funds. If funds are not appropriated by the General Assembly,the
federal government,the governing authority of a Political Subdivision,as applicable,or otherwise
become unavailable to fund a Participation Agreement,a Participating Entity may terminate the
Participation Agreement to which it is a party immediately,in whole or in part,without further
liability in accordance with the provisions hereof;provided, however, that any amounts owed to
Contractor by the Participating Entity under the applicable Participation Agreement at the time of
Termination shall continue to be owing by the Participating Entity following termination of the
Participation Agreement.
vi. Payment by Invoice
Upon request by a Participating Entity, but only if approved by Contractor and the State, Contractor
shall bill a Participating Entity by invoice(i.e.;remit billing)rather than by statement of account as set
forth in Section 8(C)(i)above.
vii. Erroneous Payments
At the sole discretion of a Participating Entity,payments made to Contractor in error for any reason,
including, but not limited to overpayments or improper payments, and unexpended or excess funds
received by Contractor, may be recovered from Contractor by deduction from subsequent payments
under the Participation Agreement to which the Participating Entity is a party or other contracts,grants
or agreements between the Participating Entity and Contractor or by other appropriate methods and
collected as a debt due to the State. Such funds shall not be paid to any person or entity other than the
Participating Entity.
D. Use of Funds
Agreement Funds shall be used only for eligible costs identified in a Participation Agreement and/or in a
commitment voucher approved in accordance with the requirements of the State Fiscal Rules, in the case of a
Governmental Entity,or the applicable governing authority, in the case of a Political Subdivision.
9. REPORTING-NOTIFICATION
Reports,evaluations,and reviews required under this§9 shall be in accordance with the procedures of and in
such form as prescribed by the State and in accordance with §20, if applicable.
A. Performance and Final Status
Each Participating Entity shall submit a report to Contractor upon expiration or sooner termination of the
Participation Agreement to which the Participating Entity is a party,containing an evaluation and review of
Contractor's performance and the final status of Contractor's obligations thereunder. Contractor shall comply
with all reporting requirements,if any, set forth in Exhibit A.
B. Litigation and Regulatory Reporting
Within 10 days after being served with any pleading in a legal action filed with a court or administrative
agency, related to this Contract or any Participation Agreement or which may affect Contractor's ability to
perform its obligations hereunder or thereunder,Contractor shall notify the State and each Participating
Entity of such action and deliver copies of such pleadings to the State's principal representative as identified
herein and each Participating Entity as identified in the Participation Agreement.If the State's principal
representative is not then serving,such notice and copies shall be delivered to the current Deputy Treasurer.
During the term of this Contract, the Contractor shall notify the State of any material change in the rating
assigned to the Contractor by Moody's, Fitch, Standard& Poor's or other nationally recognized rating
organization. Contractor shall notify the State of any federal or state regulatory investigation of Contractor
that involves any services,products, or affiliations, relating to this Contract. Such notice shall he provided to
the State as soon as practicable and no later than 30 days from the date of such event.
C. Performance Outside the State of Colorado end/rir the United States
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[Nat applicable ifAgreenrent Finds include airy federal frurds]Following the Effective Date,Contractor
shall provide written notice to the State, in accordance with§17,within 20 days of the earlier to occur of
Contractor's or Processor's decision to perform,or the execution by Contractor of an agreement with a
Processor or a Subcontractor to perform, Services outside the State of Colorado and/or the United States.
Such notice may be provided by electronic mail(i.e., e-mail)and shall specify the type of Services to be
performed outside the Stale of Colorado and/or the United Slates and the reason why it is necessary or
advantageous to perform such Services at such location or locations. All notices received by the State
pursuant to this§9.0 shall be posted on the Colorado Department of Personnel&Administration's website.
Knowing failure by Contractor to provide notice to the State under this§9.0 shall constitute a material
breach of this Contract.
D. Noncompliance
Contractor's failure to provide reports and notify the Stale and the Participating Entities in a timely manner in
accordance with this §9 may result in the delay of payment of funds and/or termination as provided under this
Contract and the Participation Agreements.
E. Subcontracts
Copies of any and all subcontracts entered into by Contractor solely for the purpose of performing its
obligations hereunder or under a Participation Agreement shall be submitted to the State or its principal
representative upon request by the State. Subcontracts entered into solely for the purpose of this Contract
shall be governed by the laws of the State of Colorado. Any and all subcontracts entered into by Contractor
related to its performance hereunder shall comply with all applicable federal and state laws.
10.CONTRACTOR RECORDS
A. Maintenance
Contractor shall make, keep, maintain, and allow inspection and monitoring by each Participating Entity of a
complete file of all records,documents,communications,notes and other written materials, electronic media
files,and communications,pertaining in any manner to the Work or the delivery of Services or Goods under
the Participation Agreement to which it is a party.Contractor shall maintain such records until the last to
occur of: (i)a period of three years after the date the Participation Agreement expires or is sooner terminated,
or(ii),final payment is made thereunder, or(iii)the resolution of any pending Participation Agreement
matters,or(iv) if an audit is occurring, or Contractor has received notice that an audit is pending, until such
audit has been completed and its findings have been resolved(collectively,the"Record Retention Period").
Following termination of the Participation Agreement,Contractor shall deliver or provide access to the
Participating Entity at no additional cost,all of the records and information required to be maintained by
Contractor with respect to the Services provided thereunder in a format acceptable to the Participating Entity.
B. Inspection
Contractor shall permit the Participating Entity party to a Participation Agreement, the Slate, the federal
government and any other duly authorized agent of a governmental agency to audit, inspect,examine,
excerpt,copy and/or transcribe Contractor's records related to a Participation Agreement during the Record
Retention Period for a period of three years following termination of the Participation Agreement or final
payment thereunder,whichever is later, to assure compliance with the terms thereof or to evaluate
performance hereunder.The Participating Entity party to a Participation Agreement reserves lire right to
inspect the Work at all reasonable times and places during [lie term of the Participation Agreement, including
any extensions or renewals. If the Work fails to conform to the requirements of the Participation Agreement,
the Participating Entity may require Contractor promptly to bring the Work into conformity with Contract
requirements, at Contractor's sole expense. If the Work cannot be brought into conformance by re-
performance or other corrective measures, the Participating Entity may require Contractor to take necessary
action to ensure that future performance conforms to Participation Agreement requirements and exercise the
remedies available under the Participation Agreement and this Contract, at law or in equity, in lieu of or in
conjunction with such corrective measures. Upon request, Contractor shall cause Processor to provide access
to a copy of its SSAE16(type 11)audit report to the Stale and its auditors.Processor asserts that its SSAE16
(type II) is a trade secret and confidential commercial information and not a public record under tine Colorado
Open Records Act, §24-72-200.1, et seq.The SSAE 16 document will be available for review at a Contractor
office in Denver, CO during normal business hours.
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C. Monitoring
Contractor shall permit the Participating Entity party to a Participation Agreement,the State,the federal
government, and governmental agencies having jurisdiction, in their sole discretion, to monitor all activities
conducted by Contractor pursuant to the terms of the Participation Agreement using any reasonable
procedure, including, but not limited to: internal evaluation procedures, examination of program data, special
analyses, formal audit examinations,or any other procedures agreed upon by Contractor and the State or a
Participating Entity.All monitoring controlled by the Participating Entity or the State shall be performed in a
manner that shall not unduly interfere with Contractor's performance hereunder;provided, however,and
notwithstanding anything in the Contract to the contrary, Contractor shall not be obligated to permit onsite
access to Contractor's or any of its affiliates', Subcontractors' or agents' premises.
D. Final Audit Report
If an audit is performed on Contractor's records for any fiscal year covering a portion of the term of this
Contract,then upon written request from the State or any Participating Entity,Contractor shall submit a copy
of the final audit report to the State or its principal representative at the address specified herein and/or to the
requesting Participating Entity at the address set forth in its respective Participation Agreement.
11. CONFIDENTIAL INFORMATION-STATE RECORDS
Contractor shall comply with the provisions of this §I 1 if it becomes privy to confidential information in
connection with its performance hereunder or under any Participation Agreement.Confidential information
includes,but is not necessarily limited to, any State records, Participating Entity records, personnel records,
and information concerning individuals. Such information shall not include information required to be
disclosed pursuant to the Colorado Open Records Act, CRS §24-72-200.1, et seq. .
A. Confidentiality
Contractor shall keep all records and information belonging to the State or a Participating Entity confidential
at all times and comply with all laws and regulations concerning confidentiality of information.Any request
or demand by a third party for such records or information in the possession of Contractor shall be promptly
forwarded to the State's principal representative.Contractor shall provide for the security of all such
confidential information in accordance with COIS Policies(except to the extent such COTS policies may be
preempted by federal law,in which case Contractor shall comply with such federal law), and all applicable
laws, rules,policies, publications, and guidelines, including,without limitation,the most recently updated
PCI DDS.
B. Protected Information
Contractor shall be the owner or licensee of all personal information,as defined in C.R.S. §6-1-716(1)(d),
obtained by Contractor from end users or any other third parties in connection with the Services. Contractor
shall comply with the requirements of C.R.S. §6-1-716 in the event of a breach of the security of its systems,
as defined (herein(except to the extent preempted by federal law, in which case Contractor shall comply with
such federal law). The State shall not provide Contractor with financial information or PII belonging to end
users or any other third parties.PII means personally identifiable information including,without limitation,
any information maintained by the State about an individual that can be used to distinguish or trace an
individual's identity, such as name, social security number, date and place of birth, mother's maiden name,or
biometric records; and any other information that is linked or linkable to any individual, such as medical,
educational, financial,and employment information. PII includes,but is not limited to, all information
defined as personally identifiable information in§24-72-501 C.R.S.
C. Notification
Contractor and Processor shall be, and shall notify its respective agents, employees and Subcontractors who
may come into contact with State records and confidential information that each is subject to confidentiality
requirements in compliance with applicable law and appropriate for the information involved, before
permitting them to access such records and information.
D. Use,Security, and Retention
Confidential information of the State or of any Participating Entity of any kind shall not be distributed or sold
to any third party or used by Contractor, Processor,or any of their respective employees and agents in any
way, except as authorized by this Contract or approved in writing by the Stale or by the Participating Entity
to whom the confidential information belones. Contractor shall,and shall cause Processor to, provide and
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maintain a secure environment that ensures confidentiality of all State records and other confidential
information wherever located.Confidential information shall not be retained in any files or otherwise by
Contractor,Processor, or any of their respective employees or agents,except as permitted in this Contract or
approved in writing by the State or the Participating Entity to whom the confidential information belongs.
E. Disclosure-Liability
Disclosure of records or other confidential information of the Stale or a Participating Entity by Contractor for
any reason may be cause for legal action by third parties against Contractor, the State,a Participating Entity,
or their respective agents.Contractor shall indemnify,save, and hold harmless the State, the Participating
Entities and their respective employees and agents, against any and all claims,damages, liability and court
awards including costs, expenses, and attorney fees and related costs, incurred as a result of any act or
omission by Contractor or Processor,or their respective employees,agents,Subcontractors,or assignees
pursuant to this §11. Contractor shall notify the State of any breach in the security and confidentiality of
confidential information held by the Contractor or Processor in connection with the Services performed under
this Contract. Contractor shall perform security and background checks on all or its employees, and require
the same of its Subcontractor employees and Processor employees, who will handle funds,process credit
card transactions or have access to funds under this Contract. Contractor shall require each individual that
processes credit card transactions to satisfy such security requirements and to adhere to the applicable
security policies of each Governmental Entity or Political Subdivision.
12. CONFLICTS OF INTEREST
Contractor shall not engage in any business or personal activities or practices or maintain any relationships
which conflict in any way with the full performance of Contractor's obligations hereunder. Contractor
acknowledges that with respect to this Contract, even die appearance of a conflict of interest is harmful to the
State's interests. Absent the State's prior written approval,Contractor shall refrain from any practices,
activities or relationships that reasonably appear to be in conflict with the full performance of Contractor's
obligations to the State hereunder. If a conflict or appearance exists,or if Contractor is uncertain whether a
conflict or the appearance of a conflict of interest exists, Contractor shall submit to the State a disclosure
statement setting forth the relevant details for the State's consideration. Failure to promptly submit a
disclosure statement or to follow the State's direction in regard to the apparent conflict constitutes a breach of
this Contract.
13. REPRESENTATIONS AND WARRANTIES
Contractor makes the following specific representations and warranties,each of which was relied on by the
State in entering into this Contract and the Participating Entities in entering into the Participation
Agreements.
A.Standard and Itilanner of Performance
Contractor shall perform its obligations hereunder in accordance with the highest standards of care, skill and
diligence in Contractor's industry,trade,or profession and in the sequence and manner set forth in this
Contract.
B. Goods and Services
All Goods, products and materials used in the performance of the Services shall be of good quality and free
from faults and defects.Contractor warrants that the Services and Goods provided under this Contract shall
meet the descriptions in Exhibit A. Contractor shall provide to the Participating Entities all applicable
written manufacturer's warranties that Contractor receives from such manufacturers.
C. Legal Authority—Contractor Signatory
Contractor warrants that it possesses the legal authority to enter into this Contract and that it has taken all
actions required by its procedures, and by-laws,and/or applicable laws to exercise that authority,and to
lawfully authorize its undersigned signatory("Authorized Individual") to execute this Contract, or any part
thereof, and to bind Contractor to its terms. If requested by the State,Contractor shall provide the State with
proof of the Authorized Individual's authority to enter into this Contract within 15 days of receiving such
request.
D. Licenses, Permits,Etc.
Page 1 I
Contractor represents and warrants that as of the Effective Date it has,and that at all times during the term
hereof it shall have and maintain,at its sole expense,all licenses,certifications,approvals, insurance,permits,
and other authorizations required by law to perform its obligations hereunder. Contractor warrants that it
shall maintain at[necessary licenses,certifications,approvals, insurance, permits,and other authorizations
required to properly perform this Contract and the Participation Agreements, without reimbursement by the
State or other adjustment in Agreement Funds. Additionally,all employees,agents,and Subcontractors of
Contractor or Processor performing Services under this Contract shall hold all required licenses or
certifications, if any, to perform their responsibilities.Contractor, if a foreign corporation or other foreign
entity transacting business in the State of Colorado, further warrants that it currently has obtained and shall
maintain any applicable certificate of authority to transact business in the State of Colorado and has
designated a registered agent in Colorado to accept service of process. Any revocation,withdrawal or non-
renewal of licenses,certifications,approvals, insurance, permits or any such similar requirements necessary
for Contractor to properly perform the terns of this Contract is a material breach by Contractor and
constitutes grounds for termination of this Contract.
E. Disaster Recovery—Business Continuity Plan
The Contractor has commerically reasonable procedures in place to prevent an interruption of service
delivery under this Contract and a commerically reasonable disaster recovery—business continuity plan in
effect in the event of a disaster. Such plans shall be tested by Contractor on an annual basis during each year
of the Contract term, at a minimum.Contractor shall provide the State with an initial overview of such plans,
and annual updates and testing results thereafter at least 30 days prior to the anniversary date of this Contract.
F. Fiduciary Duty
In the event this Contract or any Participation Agreement is terminated,with or without cause, the Contractor
shall promptly remit to the Participating Entities affected by such termination all Agreement Funds in the
Contractor's possession or custodianship and shall provide the State with a complete accounting of any
pending sales upon termination of this Contract or any Participation Agreement.
G. Payment Card Industry Data Security Standards
Contractor warrants that the Services,Processor and Processor's systems and all Subcontractors performing
services that require PCI DSS compliance and their systems,are and at all times during the term of the
Contract shall be in compliance with the PCI DSS. Contractor shall maintain commerically reasonable
disaster recovery and business continuity plans.
14. INSURANCE
Contractor shall obtain and maintain,and ensure that Processor and each Subcontractor shall obtain and
maintain, insurance as specified in this section at all times during the term of this Contract. All insurance
policies evidencing the insurance coverage required hereunder shall be issued by nationally recognized
insurance companies meeting Contractor's solvency standard.
A. Contractor
I. Public Entities
If Contractor is a"public entity" within the meaning'of the Colorado Governmental Immunity Act,
CRS §24-10-101, et seq., as amended(the"GIA"), then Contractor shall maintain at all times during
the term of this Contract such liability insurance, by commercial policy or self-insurance, as is
necessary to meet its liabilities under the GIA, Contractor shall show proof of such insurance
satisfactory to the State, if requested by the State.Contractor shall require each contract with a
Subcontractor that is a public entity, to include the insurance requirements necessary to meet such
Subcontractor's liabilities under the GIA.
ii. Non-Public Entities
If Contractor is not a"public entity" within the meaning of the GIA, Contractor shall obtain and
maintain during the term of this Contract insurance coverage and policies meeting the same
requirements set forth in§13(B)with respect to First Data and Subcontractors that are not "public
entities".
B. Contractors-Subcontractors
Page 12
Contractor shall require each contract with Subcontractors other than those that are public entities,providing
Goods or Services in connection with this Contract, to include insurance requirements substantially similar to
the following:
C. Worker's Compensation
Worker's Compensation Insurance as required by slate statute, and Employer's Liability Insurance covering
all of Contractor, Processor or Subcontractor employees acting within the course and scope of their
employment
D. General Liability
Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93 or equivalent,
covering premises operations, independent contractors,products and completed operations,blanket
contractual liability, personal injury,and advertising liability with minimum limits as follows: (a)$1,000,000
each occurrence; (b)51,000,000 general aggregate;and(c)51,000,000 products and completed operations
aggregate. If any aggregate limit is reduced below$1,000,000 because of claims made or paid,Processor or
Subcontractor shall immediately obtain additional insurance to restore the full aggregate limit and furnish to
Contractor a certificate or other document satisfactory to Contractor showing compliance with this provision.
E. Automobile Liability
Automobile Liability Insurance covering any auto.(including owned, hired and non-owned autos)with a
minimum limit of$1,000,000 each accident combined single limit.
F. Protected information
Cyber Liability insurance covering all loss of State or Participating Entity confidential information, such as
PII, and claims based on alleged violations of privacy rights through improper use or disclosure of protected
information with minimum limits as follows:
i. 51,000,000;and
ii. 52,000,000 general aggregate.
G.Professional Liability Insurance
Professional liability insurance covering any damages caused by an error, omission or any negligent act with
minimum limits as follows:
i. 51,000,000; and
ii. 51,000,000 general aggregate.
H..Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits as follows:
i. 51,000,000; and
ii. 51,000,000 general aggregate.
I. Additional Insured
The Stale shall be named as additional insured on all Commercial General Liability and Automobile Liability
Insurance policies.
J. Primacy of Coverage
Coverage required of Contractor, Processor and Subcontractor shall be primary over any insurance or self.
insurance program carried by Contractor or the State.
IC Cancellation
Contractor,through its insurance broker,will give 30 days' advance notice of cancellation or non-renewal of
the above insurance policies to the State in accordance with§17.
L. Certificates
Contractor, Processor and all Subcontractors shall provide certificates showing insurance coverage required
hereunder to the State within seven business days of the Effective Date. No later than 15 days following the
renewal date of any such coverage, Contractor, Processor and each Subcontractor shall deliver to the State or
Contractor certificates of insurance evidencing renewals thereof. In addition, upon request by the State at any
other time during the tens of this Contract or any subcontract, Contractor, Processor and each Subcontractor
shall, within 10 days of such request,supply to the State evidence satisfactory to the State of compliance with
the provisions of this§14.
15. BREACH
A. Defined
Page 13
In addition to any breaches specified in other sections of this Contract, the failure of either Party to perform
any of its material obligations hereunder, in whole or in part or in a timely or satisfactory manner, constitutes
a breach.The institution of proceedings under any bankruptcy, insolvency,reorganization or similar law, by
or against Contractor,or the appointment of a receiver or similar officer for Contractor or any of its property,
which is not vacated or fully stayed within 20 days after the institution or occurrence thereof,shall also
constitute a breach.
B. Notice and Cure Period
In the event of a breach, notice of such shall be given in writing by the aggrieved Party to the other Party in
the manner provided in§17. If such breach is not cured within 30 days of receipt of written notice, or if a
cure cannot be completed within 30 days,and such cure of the breach has not begun within 30 days and
pursued with due diligence,the State may exercise any of the remedies set forth in§16.Notwithstanding
anything to the contrary herein,the State,in its sole discretion,need not provide advance notice or a cure
period and may immediately terminate this Contract in whole or in part if reasonably necessary to preserve
public safety or to prevent immediate public crisis.
C. Dispute Resolution
Except as specifically provided otherwise herein, disputes concerning the performance of this Contract which
cannot be resolved by the designated Contract representatives shall be referred in writing to the Deputy
Treasurer of the Department of Treasury and a senior manager designated by Contractor for resolution.In event
the Deputy Treasurer and Contractor's senior manager cannot resolve the dispute within 20 business days,each
Party may lake such further actions as are available under this Contract,at law or in equity.
16. REMEDIES
If Contractor is in breach under any provision of this Contract or any Participation Agreement, the State or
the Participating Entity party to such Participation Agreement,as the case may be, shall have all of the
remedies listed in this§16 in addition to all other remedies set forth in other sections of this Contract
following the notice and cure period set forth in§15(B).The State or Participating Entity may exercise any or
all of the remedies available to it, in its sole discretion,concurrently or consecutively.
A.Termination for Cause and/or Breach
The State may terminate this entire Contract or any part of this Contract. Exercise by the State of this right
shall not be a breach of its obligations hereunder. Contractor shall continue performance of this Contract to
the extent not terrninated,if any.
L Obligations and Rights
To the extent specified in any termination notice, Contractor shall not incur further obligations or
render further performance hereunder past the effective date of such notice,and shall terminate
outstanding orders and subcontracts with third parties entered into specifically for the State or a
Participating Entity. However, Contractor shall complete and deliver to the Participating Entities all
Work, Services and Goods not cancelled by the termination notice and may incur obligations as are
necessary to do so within this Contract's terms.At the sole discretion of a Participating Entity,
Contractor shall assign to the Participating Entity all of Contractor's right, title,and interest under the
terminated orders or subcontracts under the Participation Agreement to which the Participating Entity
is a Party. All Work Product under a Participation Agreement, at the option of the Participating Entity
party to such Participation Agreement, shall be delivered by Contractor to the Participating Entity and
shall become the State's property of such Participating Entity.
ii. Payments
The Participating Entity shall reimburse Contractor only for accepted performance up to the date of
termination. If,after termination by the State, it is determined that Contractor was not in breach or that
Contractors action or inaction was excusable, such termination shall be treated as a termination in the
public interest and the rights and obligations of the Parties shall be the same as if this Contract had
been terminated in the public interest,as described herein.
iii.Damages and Withholding
Notwithstanding any other remedial action by the State,Contractor shall remain liable to the State for
any damages sustained by the State by virtue of any breach under this Contract by Contractor and the
State may withhold any payment to Contractor for the purpose of mitigating the State's damages, until
Page 14
such time as the exact amount of damages due to the State from Contractor is determined.The State
may withhold any amount that may be due Contractor as the State deems necessary to protect the State
against loss, including loss as a result of outstanding liens or claims of former lien holders.
B. Early Termination in the Public Interest
The State is entering into this Contract for the purpose of carrying out the public policy of the State of
Colorado,as determined by its Governor,General Assembly, and/or Courts. If this Contract ceases to further
the public policy of the State, the State,in its sole discretion, may terminale this Contract in whole or in part.
Exercise by the State of this right shall not constitute a breach of the State's obligations hereunder.This
subsection shall not apply to a termination of this Contract by the State.for cause or breach by Contractor,
which shall be governed by§16(A)or as otherwise specifically provided for herein.
I.Method and Content
The State shall notify Contractor of such termination in accordance with§17.The notice shall specify
the effective date of the termination and whether it affects all or a portion of this Contract.
ii.Obligations and Rights
Upon receipt of a termination notice,Contractor shall be subject to and comply with the same
obligations and rights set forth in§16(A)(i).
iii. Payments
If this Contract is terminated by the State pursuant to this§16(B),Contractor shall be paid for all
Work fully performed by Contractor under each Participation Agreement prior to the effective date of
such lemunation.
C. Remedies Not Involving Termination
The State or Participating Entity, in its sole discretion,may exercise one or more of the following remedies in
addition to other remedies available to it:
I. Suspend Performance
Suspend Contractor's performance with respect to all or any portion of this Contract pending
necessary corrective action as specified by the State without entitling Contractor to an adjustment in
price/cost or performance schedule. Contractor shall promptly cease performance and incurring costs
in accordance with the State's directive and neither the State nor.any Participating Entity shall be
liable for costs incurred by Contractor after the suspension of performance under this provision.
ii. Withhold Payment
Withhold payment to Contractor until corrections in Contractor's performance are satisfactorily made
and completed.
iii. Deny Payment
Deny payment for those Services not performed or Goods not delivered,that due to Contractor's
actions or inactions,cannot be performed or, if performed, would be of no value to the State; provided,
that any denial of payment shall be reasonably related to the value to the State of the obligations not
performed.
iv. Removal
Notwithstanding any other provision herein,the State may request, in writing, the removal from
performance of Services under the Contract or an applicable Participation Agreement of any of
Contractor's or Processor's employees, agents,or Subcontractors whom the State deems incompetent,
careless, insubordinate,unsuitable, or otherwise unacceptable,or whose continued relation to this
Contract is deemed to be contrary to the public interest or the State's best interest. Such request shall
be accompanied by documentation supporting the State's request.Within 72 hours of the the receipt of
such written notice, Contractor shall meet with the State to resolve such issues.
v. Intellectual Property
If Contractor infringes on a patent,copyright, trademark,trade secret or other intellectual property
right while performing its obligations under this Contract or any Participation Agreement, Contractor
shall, at the Slate's option(a)obtain for the State, the affected Participating Entity or Contractor the
right to use such products and services; (b) replace any Goods, Services, or other product involved
Nvith non-infrineing products or modify them so that they become non-infringing;or, (c)if neither of
the foregoing alternatives are reasonably available, remove any infringing Goods, Services, or
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products and refund the prorata portion of the amount prepaid, but not used, if any,by the
Participating Entity.
17. NOTICES AND REPRESENTATIVES
Each individual identified below is the principal representative of the designating Party. All notices required
to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to
such Party's principal representative at the address set forth below. In addition to,but not in lieu of a hard-
copy notice, notice also may be sent by e-mail to the e-mail addresses,if any,set forth below. Either Party
may from time to time designate by written notice substitute addresses or persons to whom such notices shall
be sent.Unless otherwise provided herein, all notices shall be effective upon receipt.
A. State:
Ryan A.Parsell
Deputy Treasurer
Department of Treasury
200 East Colfax Avenue
State Capitol, Suite 140
Denver,CO 80203
ryan.parsell(d,)staic.co.us
B. Contractor:
Wells Faro Merchant Services,L.L.C.
P.O. Box 6079
Concord,CA 94524
Attn: Sales Manager
Email
Wells Fargo Bank
P.O.Box 6079
Concord, CA 94524
Attn: Merchant Services
Email
18.RIGHTS IN DATA, DOCUMENTS,AND COMPUTER SOFTWARE
Any software, research, reports, studies, data,photographs, negatives or other documents, drawings,models,
materials,or Work Product of any type, including drafts,prepared by Contractor in the performance of its
obligations under a Participation Agreement shall be the exclusive property of the Participating Entity party
to the Participation Agreement and,all Work Product shall be delivered to such Participating Entity upon
completion or termination of such Participation Agreement. A Participating Entity's exclusive rights in such
Work Product shall include, but not be limited to,the right to copy, publish, display,transfer,and prepare
derivative works. Contractor shall not use, willingly allow, cause or permit such Work Product to be used for
any purpose other than the performance of Contractor's obligations under such Participation Agreement
without the prior written consent of the Participating Entity.
19. GOVERNMENTAL IMMUNITY
Liability for claims for injuries to persons or property arising from the negligence of the State of Colorado,
its departments, institutions, agencies, boards,officials,and employees is controlled and limited by the
provisions of the Governmental Immunity Act §24-10-101, et seq. and the risk management statutes,CRS
§24-30-1501,et seq.,as amended.
20. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the aggregate Maximum Amount Payable to Contractor by Participating Entities under this Contract is
5100,000 or greater,either on the Effective Date or at anytime thereafter,this§20 applies. Contractor agrees
to be governed,and to abide,by the provisions of CRS §24-102-205, §24-102-206, §24-103-601, §24-103.5-
Page 16
101 and §24-105-102 concerning the monitoring of vendor performance and the reporting of and inclusion of
contract performance information in a statewide contract management system("CMS").
Contractor's performance shall be subject to evaluation and review in accordance with the terms and
conditions of this Contract, State law, including CRS §24-103.5-101,and State Fiscal Rules and State
Controller policies,available at: httys://WANv.colorado.gov/pacific/osc/contraetpolicies.
21. GENERAL PROVISIONS
A. Assignment and Subcontracts
Contractor's rights and obligations hereunder are personal and may not be transferred, assigned or
subcontracted without the prior, written consent of the State. Any attempt at assignment,transfer or
subcontracting without such consent shal I be void. All assignments, subcontracts, or Subcontractors approved
by Contractor or the State are subject to all of the provisions hereof. Contractor shall be solely responsible for
the performance of its obligations by Processor under this Contract and for all aspects of subcontracting
arrangements and performance.
B. Binding Effect
Except as otherwise provided in§21(A),(i)all provisions herein contained, including the benefits and
burdens,shall extend to and be binding upon the Parties' respective heirs, legal representatives, successors,
and assigns and(ii) all provisions contained in a Participation Agreement, including the benefits and burdens,
shall extend to and be binding upon the respective heirs, legal representatives, successors,and assigns of the
parties to such Participation Agreement.
C. Captions
The captions and headings in this Contract are for convenience of reference only,and shall not be used to
interpret,define,or limit its provisions.
D. Counterparts
This Contract may be executed in multiple identical original counterparts, all of which shall constitute one
agreement.
E. Entire Understanding
This Contract represents the complete integration of all understandings between the Parties and all prior
representations and understandings,oral or written; are merged herein. Prior or contemporaneous additions,
deletions,or other changes hereto shall not have any force or effect whatsoever, unless embodied herein.
F. Indemnification
Contractor shall indemnify,save, and hold harmless the State, each Participating Entity and their respective
employees and agents, against any and all claims, damages, liability and court awards including costs,
expenses,and attorney fees and related costs, incurred as a result of any act or omission by Contractor,
Processor or their respective employees, agents, Subcontractors,or assignees pursuant to the terms of this
Contract or any Participation Agreement; however, the provisions hereof shall not be construed or interpreted
as a waiver, express or implied,of any of the immunities, rights,benefits,protection, or other provisions, of
the Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28
U.S.C. 2671 et seq., as applicable,as now or hereafter amended.
G. Jurisdiction and Venue
All suits or actions related to this Contract shall be Filed and proceedings held in the State of Colorado and
exclusive venue shall be in the City and County of Denver.
11. Modification
i.By the Parties
Except as specifically provided in this Contract,modifications of this Contract shall not be effective
unless agreed to in writing by the Parties in an amendment to this Contract, properly executed and
approved in accordance with applicable Colorado State law, State Fiscal Rules. Modifications
permitted under this Contract,other than contract amendments, shall conform to State Controller
Policies, including,but not limited to,the policy entitled MODIFICATIONS OF CONTRACTS -
TOOLS AND FORMS.
ii. Pursuant to Program Guide
Page 17
This Contract is also subject to modification as set forth in Part ILA, Sections 2 and 25.7 of the
Program Guide, including any amendments thereto. Contractor shall provide prompt written notice of
any modification to the State.Upon receipt of such notice by the State,the Parties shall mutually
cooperate to execute an amendment to this Contract to incorporate a material amendment to the
Program Guide or other provision of this Contract; provided,however, that the State may terminate
this Contract without penally in the event (i)any modification(other than a modification to Part II.B
of the Program Guide)is not acceptable to the State or(ii)any modification requires the State or any
Participating Entity to indemnify any party, limit liability,be governed by any venue or choice of state
law provision contary to this Contract,waive the right to jury trial,agree to binding arbitration, or that
conflicts with or is prohibited by Colorado law.
iii. By Operation of Law
This Contract is subject to such modifications as may be required by changes in Federal or Colorado
State law,or their implementing regulations. Any such required modification automatically shall be
incorporated into and be part of this Contract on the effective date of such change,as if fully set forth
herein.
I. Order of Precedence
The provisions of this Contract shall govern the relationship of the Parties. In the event of conflicts or
inconsistencies between this Contract and its Exhibits and attachments, including, but not limited to,those
provided by Contractor,such conflicts or inconsistencies shall be resolved by reference to the documents in
the following order of priority:
i. Colorado Special Provisions,
Ii.The provisions of the main body of this Contract;
iii. Exhibit A—Performance Standards; -
iv. Exhibit B—Statement of Work;
v. Exhibit C—Prices and Rates;
vi. Exhibit D—Option Letter,
vii. Exhibit E—Participation Agreement;
viii. Exhibit F—Merchant Services Agreement, Sections 26 through 39 of the Program Guide;
ix. Exhibit F-Merchant Services Agreement,, Sections I through 25,40 and 41 of the Program Guide;
and
x. Exhibit F—The remaining portions of the Merchant Services Agreement.
Colorado law and the State Fiscal Rules governing this Contract prohibit the State and Governmental Entities
from contractually agreeing to provisions, including but not limited to provisions that require the State or its
Governmental Entities to indemnify any party, be governed by any venue or choice of state law other than
Colorado law, waive the right to jury trial,or agree to binding arbitration and any such provisions in the
Exhibits attached to this Contract or in any Participation Agreement,or hereinafter modified by Contractor,
are null and void.
I Severability
Provided this Contract can be executed and performance of the obligations of the Parties accomplished
within its intent, the provisions hereof are severable and any provision that is declared invalid or becomes
inoperable for any reason shall not affect the validity of any other provision hereof,provided that the Parties
can continue to perform their obligations under this Contract in accordance with its intent.
K.Survival of Certain Contract Terms
Notwithstanding anything herein to the contrary, provisions of this Contract requiring continued
performance, compliance,or effect after termination hereof, shall survive such termination and shall be
enforceable by the State if Contractor fails to perform or comply as required.
L. Taxes
The State of Colorado is exempt from all federal excise taxes under IRC Chapter 32(No. 84-730123K) and
from all Slate and local government sales and use taxes under CRS §§39-26-101 and 201 et seq. Such
exemptions apply when materials are purchased or services are rendered to benefit the State; provided
however,that certain political subdivisions(e.g.,City of Denver) may require payment of sales or use taxes
Page 18
even though the product or service is provided to the State.Contractor shall be solely liable for paying such
taxes as the State is prohibited from paying or reimbursing Contractor for such taxes.
M.Third Party Beneficiaries
Enforcement of this Contract and all rights and obligations hereunder are reserved solely to the Parties.
Except for the rights and obligations of Participating Entities under Participation Agreements,and as
otherwise set forth in the Program Guide and any amendments thereto, nothing contained in this Contract
shall give or allow any claim or right of action whatsoever by any third person. Subject to the preceding
exceptions, any services or benefits which third parties receive as a result of this Contract are incidental to
the Contract,and do not create any rights for such third parties.
N.Waiver
Waiver of any breach under a term,provision,or requirement of this Contract,or any right or remedy
hereunder, whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of any
subsequent breach of such term,provision or requirement,or of any other term, provision,or requirement.
O. CORA Disclosure
To the extent not prohibited by federal law,this Contract and the performance measures and standards under
CRS §24-103.5-101, if any, are subject to public release through the Colorado Open Records Act,CRS §24-
72-200.1,el seq.
THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK
Page 19
22.COLORADO SPECIAL PROVISIONS
These Special Provisions apply to all Contracts except where noted in italics.
1.CONTROLLER'S APPROVAL.CRS§24-30-202(1).
This Contract shall not be valid until it has been approved by the Colorado Slate Controller or designee.
2. FUND AVAILABILITY.CRS §24-30-202(5.5).
Financial obligations of the State payable after the current fiscal year are contingent upon funds for that
purpose being appropriated,budgeted,and otherwise made available.
3. GOVERNMENTAL IMMUNITY.
No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of
any of the immunities,tights, benefits,protections,or other provisions, of the Colorado Governmental
Immunity Act, CRS §24-10-101 et seq.,or the Federal Tort Claims Act,28 U.S.C. §§I346(b)and 2671 et
seq.,as applicable now or hereafter amended.
4.INDEPENDENT CONTRACTOR
Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither
Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of the
State.Contractor and its employees and agents are not entitled to unemployment insurance or workers
compensation benefits through the State and the State shall not pay for or otherwise provide such coverage
for Contractor or any of its agents or employees. Unemployment insurance benefits will be available to
Contractor and its employees and agents only if such coverage is made available by Contractor or a third
party.Contractor shall pay when due all applicable employment taxes and income taxes and local head
taxes incurred pursuant to this Contract. Contractor shall not have authorization,express or implied, to bind
the State to any agreement, liability or understanding,except as expressly set forth herein.Contractor shall
(a)provide and keep in force workers'compensation and unemployment compensation insurance in the
amounts required by law,(b) provide proof thereof when requested by the State,and(c)be solely
responsible for its acts and those of its employees and agents.
5.COMPLIANCE WITH LAW.
Contractor shall strictly comply with all applicable federal and State laws,rules,and regulations in effect or
hereafter established, including, without limitation, laws applicable to discrimination and unfair
employment practices.
6.CHOICE OF LAW.
Colorado law,and rules and regulations issued pursuant thereto, shall be applied in the interpretation,
execution, and enforcement of this Contract. Any provision included or incorporated herein by reference
which conflicts with said laws, rules,and regulations shall be null and void. Any provision incorporated
herein by reference which purports to negate this or any other Special Provision in whole or in part shall
not be valid or enforceable or available in any action at law, whether by way of complaint,defense, or
otherwise. Any provision rendered null and void by the operation of this provision shall not invalidate the
remainder of this Contract,to the extent capable of execution.
7. BINDING ARBITRATION PROHIBITED.
The State of Colorado does not agree to binding arbitration by any extra judicial body or person. Any
provision to the contrary in this Contract or incorporated herein by reference shall be null and void.
S. SOFTWARE PIRACY PROHIBITION.Governor's Executive Order D 002 00.
State or other public funds payable under this Contract shall not be used for the acquisition,operation, or
maintenance of computer software in violation of federal copyright laws or applicable licensing
restrictions. Contractor hereby certifies and warrants that,during the term of this Contract and any
extensions,Contractor has and shall maintain in place appropriate systems and controls to prevent such
improper use of public funds. If the Stale determines that Contractor is in violation of this provision, the
Slate may exercise any remedy available at law or in equity or under this Contract, including, without
limitation, immediate termination of thus Contract and any remedy consistent with federal copyright laws or
applicable licensing restrictions.
Page 20
9. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS§§24-18-201 and 24-50-
507.
The signatories aver that to their knowledge, no employee of the State has any personal or beneficial
interest whatsoever in the service or property described in this Contract.Contractor has no interest and shall
not acquire any interest,direct or indirect,that would conflict in any manner or degree with the
performance of Contractor's services and Contractor shall not employ any person having such known
interests.
10.VENDOR OFFSET.CRS§§14-30-202(1)and 24-30-202.4.
(Not applicable to intergovernmental agreementsl Subject to CRS §24-30-202.4 (3.5), the State Controller
may withhold payment under the State's vendor offset intercept system for debts owed to State agencies
for. (a)unpaid child support debts or child support arrearages; (b)unpaid balances of tax, accrued interest,
or other charges specified in CRS §39-21-101,et seq.; (c)unpaid loans due to the Student Loan Division of
the Department of Higher Education; (d)amounts required to be paid to the Unemployment Compensation
Fund;and (e)other unpaid debts owing to the State as a result of final agency determination or judicial
action.
11. PUBLIC CONTRACTS FOR SERVICES.CRS §8-17.5-101.
/Nat applicable to agreements relating to the offer, issuance, or sale ofsecurides,investarent advisory
services or fund management services,sponsored projects,intergovernmental agreements,or
information technology services or products and services)Contractor certifies,warrants,and agrees that it
does not knowingly employ or contract with an illegal alien who will perform work under this Contract and
will confirm the employment eligibility of all employees who are newly hired for employment in the
United States to perform work under this Contract,through participation in the E-Verify Program or the
State program established pursuant to CRS §8-17.5402(5)(c), Contractor shall not knowingly employ or
contract with an illegal alien to perform work under this Contract or enter into a contract with a
Subcontractor that fails to certify to Contractor that the Subcontractor shall not knowingly employ or
contract with an illegal alien to perform work under this Contract. Contractor(a)shall not use E-Verify
Program or State program procedures to undertake pre-employment screening of job applicants while this
Contract is being performed, (b)shall notify the Subcontractor and the contracting Slate agency within
three days if Contractor has actual knowledge that a Subcontractor is employing or contracting with an
illegal alien for work under this Contract,(c)shall teiminate the subcontract if a Subcontractor does not
stop employing or contracting with the illegal alien within three days of receiving the notice,and(d) shall
comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-
17.5-102(5),by the Colorado Department of Labor and Employment. If Contractor participates in the State
program,Contractor shall deliver to the contracting State agency, Institution of Higher Education or
political subdivision,a written, notarized affirmation, affirming that Contractor has examined the legal
work status of such employee,and shall comply with all of the other requirements of the State program. If
Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the
contracting State agency, institution of higher education or political subdivision may terminate this
Contract for breach and, if so terminated, Contractor shall be liable for damages.
12. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS§24-76.5-101.
Contractor, if a natural person eighteen(18)years of age or older, hereby swears and affirms under penalty
of perjury that he or she(a) is a citizen or otherwise lawfully present in the United States pursuant to
federal law, (b) shall comply with the provisions of CRS §24-76.5-101 et seq., and(c)has produced one
form of identification required by CRS §24-76.5-103 prior to the effective date of this Contract.
SPs Effective 1/1109
THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK
Page 21
23.SIGNATURE PAGE
Context Routing Number ,
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
• Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor's behalf and
acknowledge that the State is relying on their representations to that eRem
CONTRACTOR STATE OF COLORADO
Wells Fargo Merchant Services,LLC
By: Janet Mendenhall Walker R Stapleton State Treasurer
Title:Vice President e:9///�
L
� 14 By: Ryan A. Parcell, Deputy State Treasurer
'Signature Signatory avers to the State Controller or delegate that
Lit,
z JS f , Contractor has not begun performance or that a Statutory
Violation waiver has been requested under Fiscal Rules
Date: 3�7�.t O/A
Wells Fargo Bank N.A. LEGAL REVIEW
By: Janet Mendenhall Cynthia H.Coffman,Attorney General
Title:Vice Presrent `
II� y7 Signature-Senior Assistant Attorney General
*Signature
Date: np
Date: IM Date: 3.1 -11 P
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS§2630-202 requires the State Controller to approve all State Contracts.This Contract Is not valid until signed and daled
below by the State Controller or delegate.Contractor is not authorized to begin performance until such time.If Contractor
begins performing prior thereto.the State of Colorado is not obligated to pay Contractor for such performance or for any goods
and/or services provided hereunder.
STATE CONTROLLER
Robert Jaros,CPA,MBA,JD
By:
Date:�i�-
Page 22
EXHIBIT A—STATEMENT OF WORK
I. Statement of Work
State of Colorado and University of Colorado-Response to Request for Proposal for Alternative Forms
of Payment Services—Technical Proposal,dated April 21,2017.
Pages I through 92.
Clover Services are not available under this Contract
2. Service Requests
a. Requests from the State.
The State shall contact Contractor's Senior Account Manager with respect to the following:
i. Onsite strategy reviews;
ii. New technology and product capabilities;
iii. Pricing analysis and audits;
iv. PCI DDS compliance;and
v. Communications, industry-related news.
b. Requests from Participating Entities
Participating Entities shall contract Contractor's Account Manager with respect to the following:
i. Requests for new locations and equipment, support on existing equipment, research transactions,
request reversal/reprocess, cardholder number lookups, routing rejected refunds,chargeback
inquiries,maintenance changes,client line set-up/assistance,PCI compliance,etc.; and
ii. Escalations from Participating Entities will be transferred to Senior Account Manager.
c. Requests from Prospective Governmental Entities and Political Subdivision
Governmental Entities and Political Entities interested in entering into a
Participation Agreement under this Contract may contract Contractor's
eReceivables Consultant.
3. Contact Information
Contractor shall provide notice to the State and each Participating Entity in
the event any of the foregoing cease to service in their designated positions.
a. Account Manager
Patricia Magee
800-542-2760
Patticia.maeee(a welIsfaraomerchantservicesI1c.com
b. Senior Account Manager
Laurie Kleinberg
Senior Account Manager
303-863-5234
laurie.kleinbcra()wellsfareo.com
c. eReceivables Consultant
Charles Broyles
eReceivables Consultant
612-316-3336
Charies.broylcs@welisfargo.com
d. Relationship Manager
Kevin Garrow
Relationship Manager
303-863-5234
Kevi n.m.earrow(a,wel l sfargo.com
4. Help Desks*
a. General-800451-5817
Terminal Issues
—Funding
Voice Authorizations
—General
—Supplies
—Checkbooks)
b. Client Line-800-285-3978
c. Wells Fargo Payment Gateway- 866409-0834
*All help desks are available 24 hours a day, 7 days a week
5. Website
Website for additional information:
his://www.we l is farao.co m/bi7Jmerc ha nt.
6. Response Times
Contractor will respond to all telephone calls and emails within 24 hours
of receipt.
Page 2
EXHIBIT B—PERFORMANCE STANDARDS
Kev Performance Measures
The following table sets forth Contractor's key Services performance measures:
Performance Service Level
Authorization System Availability 99.95%net of scheduled outages 24 hours a day, 365 days
a year
DDA(including ACH)Funding File Timelines 99.5%delivered to Wells Fargo settlement account next
business day
99.5%delivered to non-Wells Fargo settlement account
second business day
Statement Accuracy 95%of total number of statements are accurate
Chargeback Timeliness 99%processed in five(5)business days
Retrieval Timeliness 98%processed in two (2)business days
Additional Performance Standards
1. Measures of Quality:
a. Authorization System Availability 99.95% net of scheduled outages 24 hours a day,365
days a year,
b. Maintain a dedicated Relationship Manager in Denver,
Colorado; and
c. Facilitate the ability for the Participating Entities to accept Visa,
MasterCard,Discover, and Diners Club cards.
2. Measures of Timeliness
a. Billing and statement reporting available to merchants within
six(6)business days of the end of each month.
3. Measures of Cost
a. Adhere to price schedules as established in Exhibit B.
For Measures l a,band c, failure to meet these measures of quality will
result in a"Below Standard"evaluation in the statewide Contract Management
System("CMS").
For Measure 2, failure to meet this measure of timeliness will result in a
"Below Standard"evaluation in CMS.
For Measure 3, failure to correct erroneous charges within sixty(60)days
will require that the erroneous charges be waived completely.
Page 2
EXHIBIT C-PRICES AND RATES
I
""FOR INFORMATIONAL PURPOSES ONLY--
Wells Fargo Merchant Services,L.L.C.-(-WFMS')-Pricing Toms
Slate of Colorado
Proposal Date: 04021117
Account Manager: Laurie Klelnbere
Assumptions
Credit Card Volume $540,570,953
Average Transaction Sim S149
Number of Locations 1060
Anticipated interchange"Levels Retail: 001 0091023/310
Merit IIIIEmerging Market 142 00910381307
Restaurant 002 0091054/311
MOTO wri AVS(CNP): 003 01110341314
Emerging Markets: 013 0110381306
TouchTone: 004 0111080/318
Public Sedtorli 033 0200341307
Public Sector. 032 02003813D7
Convenience Rale: 012 028023/`310
Utility. 024 0480531324
Holel(preferred card present): 005 0501030/312
Inlai 020 0891077/317
B to 8(Purchase Card): 010 122/1721202
MCC Calle Various-Refer to'Addidonal Notes'Section of Pricing Toms
MCC Description Various-Refer to'Additional Notes-Section of Pricing Terms
American Expresso Industry Type NIA
Communications Method Lira diaries quoted seolmi Frame Relay I IPN I Dial
Calaway Authorize,nal
PayPal Payllow Pro
PayPal Paynow Unk
Payeezy Card Present and MOTO
Payeezy Internet
Pricing Option Interchange•Assessments 4 Access Fees•Rale
Credit Card Processing Fees'
Interchange Plus the Following Fees:
0.060%On Gross visa!).MaslerCardo.Discoi Network Card and American Express Sales
Assessed an all Visa transactions,Including sales,returns,reversals.charyabacks.and reversed
$0.0018 VI Base II System File Fee chargebacks This fee Is also disclosed on the Payment Networks Pass-Through Fees schedu:e
(see Applicable Fee Schedules below).
$0.0018 MC Access Fee Assessed on each gross sales transaction
PIN Debit 8 Electronic Benefits Transfer(EBT)Processing Fees
$0.15 Per PIN Debit Transaction(applies to completed and declined transactions)
EBT NOT ENTITLED
Applicable PIN Debit Network,Switch.Service and Administrative lees are passed through on all PIN Debi transactions(completed and
declined). Applicable PIN Debit Network Interchange fees am passed through on completed PIN Debit transactions only.
Applicable Fee Schedules:10
Payment Networks Qualification Matrix hhps:lt w .wallstargo.comlbWe,edllintomhaniteplus
Payment Natworke Pass-Through Fees hops:itwww.welfsfargo.comtblzlmemhantpasslhroughfees
Walls Fargo Fixed Acquirer Network Fee for Vfaatg Accepting Merchants AOpaalwww.wellaferpo.comNleanolworklee
PIN Debit Networks Foe Schedule(if applicable) hops:it m .wellsfergo.comlblzlmarchenldeblNeas
Fee schedules aro updated periodically. To obtain the current applicable fee schedules,please rotor to the URLs above for more information. If you do
not have inlemel access,please contact your Merchant Card Representative and request that a copy of the applicable fee schedules be mailed or
faxed to you.
As nosed in your Merchant Agreement.Payment Net:.orks change their ratesrfees from time to time.They aro likely to revise radii,lees on 42212017.
To team one abcul unpacts to lee uhedu'es resulting from Payment Nebwrk changes,please visit the URLs above or request an updated sehedu'e.
Other Processing Fees
Set-Up Fee 5 ane erne fee Par location
Internet Set-UD Fee IArOes to any locaticn uldi�ng an Intemel Ga:e:r4y Purchased through VJFMS 5 199.00 one I a fee per location
Monthly Alini Processing Fee° S per month
Cbargeback Fee' _ S 10.00 per chargebaek
Monthly Internet Service Fee(Applies to any location utilizing an Internet Gateway Purchased
throuoh WFMS) S 20.00 per month _
Additional WFMM EMV1°Monthly Ser,a Fee per lecalian'x s 5.00 per month
Ki—ow.my Service Fee(per location) 5 per month
Clover I'Services Fees r Device ID 's NIA per month
Statement t"'a Fee Pa r Statement)r _ S per month
ACN Re ed Fee 5 10.00 per reject
Voice Authoroarith Fee 5 0.50 per attempt
Mmual Fee 5 Per localion
wyi
222/2018:4:15 PAt Page 1 of 14 Copy of SOCRFP.AtuchmeMDDPrcingTerms 241-2018.xisx
—FOR INFORMATIONAL PURPOSES ONLY--
Wells Fargo Merchant Services,L.LC:rWFMS7•Pricing Terms
Stale of Colorado
Proposal Onto: 0/121047
Account Manager, Laurie Nlslnbarg
Assumptions
Crede Card Volare $540,570.953
Average Transaction Sita 5149
Numberof Locations 1060
Anticipated interchange Lewis Rea 1: 001 00910231J10
Merit 1111Emerging Marker 142 00910381307
Restaurant! 002 00910541311
MOTO wil AVS(CNP): 003 0111034/314
Emerging Markets: 013 01110381306
TouchTone: 004 0111080/318
Public SectorICNP. 033 020A34I307
Public Sector, 032 020103BI307
Convenience Ram: 012 02810231310
LAMP. 024 048IUSW324
Hotel(prolened card prosenty. 005 0501030/312
Internal: 020 0891077/317
B to B(Purchase Card): 010 1221172/202
MCC Code - Various-Rofer to"Additional Noes'Sacli or Pricing Tarns
MCC Oescrip6en Various-Refer to"Addakwall Notes*Section o1 Frilling Tagus
American Espresso Industry Type WA
Cammunloakans Method betMga gwce sepmelNy Frame Relay I IPN I Dial
Gateway Authod2e.not
PayPai Payllow Pro
PayPol PayBaw Link
Payeery Card Resent and MOTO
Payeary Internal
PricUig opt on Interchange+Assessments+Access Falls Rate
Other Processing Foes Continued
AohodalloNEDC Fee-Visa Credit and Non-PIN Debits _ WA per attempt
AdhorisatloNEDC Fee-MasterCardo Credd and Non-PIN D&NQ s WA per attemal
AahoriralloNEDC Fee-Discover0 Nelwark Card Credit and Nor,PIN Debits _ WA per altempt
AatarinOoNEDC Fee-American Express Credit and Prepaid)s WA par attempt
TransArmor Token 6 Enc " _ S _ 0.02 per attempt
TrdnsAmwr Token Registration Fee_ 5 0.02 per attempt
L a Data Camerslon Few'• 5 0.0035 perconversbn
InterNange Cbadng Fae
Applies to Van.MasterCard,Discover Network Card(Credit and Non-PIN Debit)and American
as Credit snd P w _ an gross sales vohma
Voice(Ma Address Ved6catian Service Foo 5 0.01 per atlampl __
Vpea Manual Address Verification Fee _ 5 2.00 per attempt
Annual Compliance Support Fee $ pm location
Wireless Sol UP Fee rlermmal S 25,00 one Uma
Waploss Morally Access Fee jpertenmime S 1500 permPrdh
PCI Compliance Service Program Foes 5 per month-per location
Nan-validation PCI Compliance Fees S 25.00 an,month,per location_
FPrei n Handhn9 Fee an Vaa/MaslerCard foreign card transactions) 0.1014 an foreign card Saks
Nan Bank Card Aullartration s --
APPliosonlytoAmericanExpressEDLardDi=00var EDC _ ._. _ 5_ _ 0.06 Perahem te_____^__._
Non Bank Card Capture Fee _
hos on l to Amttican Ex rens EDC and Oecover EDC __ per attempt
Y �
Term,nat Rcorogramming Feq(Tttmtnal)_AppLps to Customer&- nee Termuaio Only 5
Terminal Reprogramming Fee-Integrated Terminal-APPIes to Customer tamed Integrated P
Tcrmi Only _ 5 _ _ 15000 per unit__ _
SKun! Swap Fee for PIN Debil1Applics Io Cu:tomor Owned PIN Pads Only__ -___ . __S_-_ -
Card Int dnitt O tion no int rmler --
?__�.__P_—.—_
Rush WA
1)C'i ass may elect to participate in the Docover Network Card program or the Discover EOC programbut not both. Under the"D'scover Network
Card program;Coma receive all Discover-related authoricatlon,processig and and,emenl senvices from WFMS. Under the*D=ver EDC
program,'Clients enter into a direct agreement with Discover,and WFMS provides only authorisation and capture services related to Discover
Network Cards. Cltenls may also elect to participate in the American Emmoss program or the American Express EDC program,out not both. Under the
"American Express program;Cliems receive at:American Express•mmled authonzat:on.processing and settlement services from WFMS. Under the
-American Express EDC program;Ctents enter Imo a dkact agroemerl woh American Express,and WFMS Provides only auft&al on and capture
services related to Amer can Express Cards In all cases,any semixes provided by WFMS for CScow,and American Express transactions are.
subject to the terns of CEem's Agreement with WFMS.
WFO1707
2/2=018:4.15 PM Page 2 of 14 Copy of SOCRFP.Attachm ID-PncingTerms 2-0.2018 dsx
--FOR INFORMATIONAL PURPOSES ONLY--
Wells Fargo Merchant Services,L.L.C.-('WFMS')-Pricing Terms
Stale of colorado
Proposal Data: 04121/17
Account Manager: Laurie Kleinberg
Assumptions
Credit Card Volume $540,570.953
Average Transaction Size 5149
Number of Locations 1060
Anticipated InterWnge rr Levels Rete$: 001 D091023510
Merit III/Emerging Market! 142 DD9/038I307
Restaurant: 002 0091054/311
MOTO lad AVS(CNP): D03 011(0341314
Emerging Markets: 013 011(038/]06
TouchTone; 004 0111080/318
Public Secta/CNP. 033 0201034/307
Public Sector. 032 02010381307
Convenience Rate: 012 02M23/310
Utility: 024 0481053/324
Wier(preferred card present): 005 OSOID301312
Internet 020 0891077/317
B to B(Purchase Card). 010 122/172/202
MCC Code Various-Refer to'Additionsl Notes'Section of Pricing Terms
MCC Desecration Various-Refer to'Additi mal Nolei Section of Pricing Terms
American ExpressS Industry Type NIA
Communications Method line Charges quaked separately Frame Relay I IPN I Dial
Galevray Aulhoriae.nel
PayPal Paylicw Pro
Paylaal Payfow Link
Payeezy Card Present and MOTO
Payeezy Internet
Pricing Option Interchange♦Assessments•Access Fees+Rale
2)Client acknowledges and understands that an authorizer=only indicates the availability of the Cardholder's Credit at the time the authorization
is requested. 11 does not wanant that Uro person presenting the card is the rightful Cardholder.nor Is It an unconditional promise or guarantee
that Client Will not be subject le a chargeback or debit.
3)AuthorizatiuNEDC Fee applies to all Visa,MasterCard.Discover Nelvork Card and American Express approvals(pre-authorizations,
authorizations and authorization reversals),denials.batch Inquiries,batch entry trpnseclions and includes any transaction fees and Capture lees
This fee does rot apply to Discover EDC and American Express EDC.
5)The Annual Comptumce Support Fee w31 be assessed and deducted Imre Cwnfs Settlement Account at each anniversary date after the
effective dale.
6)Non Bank Card Authorization Fee applies to all approvals(pre-authorizations,authorizations and aulhorizallon reversals),denlals,batch inquires
and batch entry transactions.
7)The monthly Statement Billing Fee Can be waived it Client e.ects Io access the monNly statement online instead of receMmg a paper copy
by mail. After Business Track access has been activated.please Contact Customer Service at 1.800-451-5817 to request that paper statements
m longer be mailed. If Business Trach access is lerm'mled by Client or as a result of ilucliv;ly,paper statements will be reinstated with the
applicable monthly Statement Billing Fee. Enroll anytime at businesstreck.com.
B)The monthly PCI Compliance Service Program Fee and Non-validation PCI Compliance Fee are part of the mandatory PCI Compliance
Service Program. These fees apply to Level Clients who utilize a gatevray or value added reseller(VAR). The program includes access to
TmslKeeper,a TiusN+ave PCI Compliance solution to help Client comply with the Payment Card Industry Data Security Standards(PCI 055)
requhemems. Clients aro required to register and complete a PCI DSS certification process by visiting hllosTpdtrusinave camMe7sfargo.
It Client does not comply or falls Me PCI DSS cenificaton process,Client will be charged a monthly Non-validagan PCI Compliance Fee until the
account becomes compliant
9111 the total discount lee for Visa.MasterCard.Discover Notvprk Card and American Express hansactions in a given month Is less Nan the Monthly
Minimum Processing Fee.then in addition to the total discount fee CLent win be charged an amount equal to the Monthly Id n(mum Processing Fee minus
the[OWI dhrounl In
10)Dues.assessments and pass-through fees are If sclosed in the schedu'es referenced under Me'Appticable Fee SChedifes'sector,
and the related loo!note,
1;)Aamer'Kan Express charges Pmgram Pricing fees and not Interchange,and these lees are subject to change.
12)The Interchange Clearing Fee(CF)x911 be Charged on transact ons Ilial may be considered Nora.risk candler am processed at a higher
expense level.These types of transactions Can be identified on Clients Payment Nerverks Ouakfioabon Mainz by looking at Me'ICF appkei column,
If the interchange program level has been identified by ii in ttis co'umn,then the ICF it sooty to that type of Irama-fon
13)A TransAmnor auMor:rafon lee for Token and Encryption or Token Reg stratan pncessing The fee a:plies m Vaa,MasterCard and
Dsca+er Netnerk Card(Credo and Ncn-PIN Deb U Discover EDC,American Express.American Express EDC.PIN Debll and EBI 0ulhorizal ons
Based on your current processing the TrarsArmcr authorization lee vnll be b8ed under one of Me fol cvA.ng statement descnato•.
-TmnsArmor Token 8 Encrypt-or'Tnansfumor Token Registration-. Havener,it your processing method changes,the TmnsAmnpr authonzalon
fee may be biped under one or more of the follaving statement
14)A lee that applies to each unfcue conversion of.(i)a Primary Account Number to a Token or(i)a Token to a Primary Account Number.
It Client has selected to accept Te:eCheck Services.see Part In-Section 1 of the Program Guide for the forms and conditions. If applicable.the
Additional Services page win contain Me fees and rales billed to Client by Te eCheck.
15)It Client purchases or leases the Clever Mobile andlor the Clover Mtn;dev ects)and does not have a Clover Station on the same merchant
ac=nl number,then the Clover Services Fee does not apply and evll not be charged It Client purchases or teases the Cover Mlob7e and'or
We Clovef Mini devicels)wth the Clover Statim(s)or already has the Clover Slat or(sl an Me same merchant account number,then Me
rAcver Services Fee vin apply only to the Clover Slaton(s)
W FB 1707
2,22/e018:4:15 PM. Page 3 of 14 Copy o1 SOCRFP-AllacnmentD-PrkingTerms 2.8.2018.xlsx
"^FOR INFORMATIONAL PURPOSES ONLY"
Walls Fargo Marchant Services,LLC:('WFMS')•Pricing Terms
State of Colorado
Proposal Date: 00121117 '
Account Manager. laude Klelnberg
Assumptions
Credit Card Volume 5540.570,957
Average Transaction Stu $149
Number of Locations 1080
Ardkipated Interchange rr Lewis Retail: 001 0091023610
Medi IIYEmergirg Markel: 142 00911381307
Restaurant: 002 009.954/!11
MOTO vd AVS(CNP). 007 01110341314
Emerging Markets: 013 011107arMS '
TouchTone: 004 01111111O1318
Pudic SeclodCNP. 077 02011341307
Pub1c Sector. 032 0201038807
ConveNonm Rate: 012 02510231310
Utdly. 024 048053r324
Hotel(preferred card presets): 005 0501130812
Internet: 020 08910771317
0 to 0(Purchase Card): 010 122/1720112
MCC Code Various•Refer to'Addilional Notes-Secton of Pftng Terms
MCC Description Various-Refer to'Additional Nolei Section of Pricing Terns
American Espresso industry Type WA
Communications Method nee chargesµcoed seppaxiy Frame Reidy I IPN I Dial
Gateway Autimdu.nel
Paypal paylbw,Pro
PayPal Paynow Link
Paysezy Card Present and MOTO
Payeezy Internal
Prcag Option Interchange♦Assessments a Access Foes Rale
18)WFMM EMV requires Merchant to obtain a wireless data plan.
19)The Additional WFMM EMV Moi Service Fee and Existng Monthly Service Fee will be Wed as one total amount under the statement desaiplor.
Monody Service Fee. Veto additional WFMM EMV MonWy Service Fee reffects'NA".men this fee Is already In your Exiting Monthly Service Fee.
If Cfent does not fo0ow proper aumoniution procedures;a 550 chargeback handing fee will be assessed on MasterCard Ironzacllons.
American Express may charge Otani an excessive d sputas fee in the amount of 55 for each Disputed Charge If Client is in American Express'Immediate
Chargeback Program or$15 for each Disputed Charge it Client is net in the Immediate Chageback Program.
Giant is responsible for any charges assessed by outside 0iW paNes that are not disclosed on me proposal. To the extent that this pricing
proposal includes pricing for mW party products and services.WFMS disda'ms legal Beatify and nesponsm7dy ler said products and
services. Client's agreement with the third party provider shag govem Client's rela8omti p with the third party pmvldcr. In the event that
WFMS is Wed for the third party's servcm.Client win reimburse WFMS for such services.
Chem acknov ledges and understands that WFMS shah have no responsibility or Babaty for any third party hardware or softwaro procured and
used by Clem. To the extant Client has any Issues,coreems or habi5ty related to such hardware of sothrare,Client must deal directly with
the third party provider Item whom Client procured the hardware or sunvmre. In no event vat WFMS be responsible for any fed Tact.
Ir¢gemal or consequential damages that CLent may incur as a resu7 of using any third party hardware or solmrs.
WFMS'proposal and associated pricing Is based on the information provided. Any difference to our slated understanding may affect me
proposed pricing. Without a signed agreement this proposal explos 120 days train the proposal date staled above.
See Section 41.3 of the Program Guide for tarty terminatan Ices
Rounding In the event the amount being allied to Client I:r any line item on In.s pr:eng proposal includes a total ending to Mss than a lul cern.
WFLIS will a that round such amount up or dcomn to me nearest cent
Fees for supplies.shipping,handling.and applcab'e a'es tax may apply and are subject to change w ifew notice Additional mtarmal'on is
a:adable upon request.
WFO1707
2222018;4 15 PM Page 0 of 10 Copy of SOCRFP.AlmchmentD.PrdingTerms_2.8.2018.4u
--FOR INFORMATIONAL PURPOSES ONLY" r
Wells Fargo Merchant Services,L.L.C.-('WFMS')-Pricing Terms
Slate of Colorado
Proposal Data: 0421117
Account Manager: Laurie Klelnberg
Assumptions
Credit Card Volume 5540.570,953
Average Transaction Sin 5149
Number of L=Uons 1060
Anticipated Interchange"Levels Retan: 001 0091023/310
Meri111VEmerpng Market' 142 00910381307
Restaurant' 002 00910541311
MOTOw/AVS(CNP)•. 003 0111D341314
Emerging Markets: 013 011/0381306
TouchTone: 004 0111080/318
Public Sector/CNP: 033 02010341307
Public Sector. 032 02010381307
Convenience Role: 012 0281023/310
Uh7.ly: 024 04SM531324
Hotel(prefered card present): 005 05DID301312
Internet: 081 0891077/317
B to B(Purchase Card): 010 122/1722(12
MCC Code Various-Refer to'Additonal Notes'Section of Pricing Terris
MCC Description Various-Refer to'Addilional Nolos'Section of Pricing Terms
American Expressd)Industry Type WA
Communications Method Lne crugea nuotea seearatey Frame Relay I LPN I Dial
Gateway Authorbe.nel
PayPal Payff"Pro
Fattest Payflow Unk
Payeery Card Present and MOTO
Payeezy Internet
Pricing Option Interchange+Assessments+Access Fees Rate
By acknowledging these Prkhlg Terms,Clsm is exprassty agreeing that WFF.IS may share ad of Client's personally identifiable information(for
example,Postal and email addresses.lax Identificagon numbers,names and social security number;of the authorized signer on the Client's
Agreement with WFMS,account Information.etc.),as well as Client's American Express tmnseU*on Information(far example,an Information
required by American Express evidencing charges or c(ed1s,fncludng Inforoelion obtained at the po!m of sale,information obtained or
generated during aulhwintion and settlement.and any thargeback or other fee information related to an American Express payment
card transaction).with American Express. American Express may use and sham this information to perform its responsibl ilies In connection
with Ne American Express payment card acceptance services that Client receives under the Chant's Agreement w.th WFMS. American
Express may also use and share this Information to promote the American Express Network,to perform anaKcs and creale reports,and for
any ower lawful business purpose Including to cal Client or send C(snl communications or materials via direct mag,email.SMS,text or facslmle
regarding American Express products,services and resources available to Client.Clent consents and agrees to receive autadialed.automated
andfor prerecorded calls and communications(which may Include SMS or text messages)at the telephone number(s)C0en1 has provided.If
Client has provided a fax number.Client consents and agrees to receiving tax communications from American Express.In connection with
the foregoing,Clem understands that the calls made or communications sent to Client by American Express may be subject to charges or fees
by Client's telecommunications or other applcable service provider that are Cllem's responsibn ly to pay. If Oient does not wish loreceive
marketing or other communications from American Express•or if Client wishes to discontinue accepting American Express payment cards.
Client must conlacl WFMS at 1-800451-5817 to disable Client's American Express acceptance services.and Client will no longer be
permitted to accept American Express payment cams.
The Operating Procedures include summades of some of the key rules and regulations from the Card Payment Networks Thal merchants must
adhere to In connection with their card acceptance practices. For example,they describe the process car submitting card transactions for payment.
obtaining authorizations.responding to chargebacks and media retrieval requests•and other aspects of our services. Client is required to comply
with these Operating Procedures in add Ucn to all other appucab's payment network rules, THE OPERATING PROCEDURES ALSO INCLUDE
ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO CLIENT'S AMERICAN EXPRESS CARD ACCEPTANCE. BY ACCEPTING AMERICAN '
EXPRESS CARDS AFTER THE EFFECTIVE DATE OF THESE PRICING TEFOAS,CLIENT IS EXPRESSLY AGREEING THAT THE TERI.IS AND
CONDITIONS OF CLIENTS AGREEMENT WITH WFMS.INCLUDING THE TERIAS AND CONDITIONS OF THE OPERATING PROCEDURES,ALSO
APPLY TO CLIENT'S AMERICAN EXPRESS ACCEPTANCE To ota n the Idlest copy of the Operating Procedures that includes uscales from
American Express.pease dosnload them from this comlmerchanloperabngilu'do Cienl may also contact WFk1S at
1.600.451.5817 to request a paper copy of the Operating Procedures.
WFB1707
2122,2018:4:15 Phi Page 5 of 14 Copy of SOCRFP-AttachmenlD-PricingTerms 2.8.2015 xlsx
j I
*• FOR INFORMATIONAL PURPOSES ONLY"-
WellsFargo Merchant Services,L.L.C:('WFMS-)-Pricing Terms
State of Colorado
Proposal Dale: 0412117
Account Menages Lourie Klelnbarg
Assumptions
Credit Cana Volume 5540,570,953
Average Transection She 5149
Number of Locations 1060
ArtlNpatad Interchange"Levels Rated: 001 0091023010
Meri1119Emerging Markel: 142 00SM381307
Reslaurant: 002 00910541311
MOTO wy AVS(CNP): OD3 01IM341314
Emerging Markets: 013 01110381306
TouchTone: 004 0111080/318
Public Sector/CNP.' 033 0201034/307
Public Saaw.. 032 02OM3813D7
Convenience Rale: 012 02BM23310
way: 024 04SM531324
Hotel(preferred card present): 005 05010301312
Internal: 020 0691077/317
B to B(Putchese CON): 010 12211721202
MCC Code Various-Refer lo'Add Loral Notes'Section of Pricing Terms
MCC Description Various-Rero lo-Add4ionat Nates'Settlon of Pricing Terms
American ExprossO Industry Type WA
Communications Method fro oWTes ootm sepmltly Frame Relay l IPN l Dial
Gateway Aulhorize.nat
payPal Poyllow Pro
Paylsal Poyflow Llydt
Paycezy Card Present and MOTO
Payeezy Internal
P66nit Option Interchange+Assessments•Access Foes Roto
Additional Notes:
I ACKNOWLEDGE THAT I SIMULTANEOUSLY HEREWITH HAVE RECEIVED AND REVIEWED PROGRAM GUIDE WFO1707
AND AGREE TO THE TERMS THEREIN.
Merchant Initials:
MCC 0411 MCC Oescrielion
4119 AMBULANCE SERVICES
4131 BUS LINES.INCLUDING CHARTER
4562 AIRPORTS,FLYING FIELOS.TERMINALS
4900 UTRrtIES•ELECTRIC.GAS.WATER
5499 MISC.FOOD STORES-SPECIALTY
5812 EATING PLACES.RESTAURANTS
5914 EXPRESS PAY SVC FAST FOOD
5912 DRUG STORES&PHARMACIES
5947 GIFT.CARD.NOVELTY
5999 MISC.AND SPECIALTY RETAIL
6300 INSURANCE SALES AND UNDERWRITING
7011 HOTELS,MOTELS.&RESORTS
7261 FUNERAL SERVICE&CREMATORIES
7523 AUTOMOBILE PARKING LOTS
7991 TOURIST ATTRACTIONS&EXHIBITS
7992 GOLF COURSES-PUBLIC
• 799) AMUSEMENT&RECREATION SERVICFS
8021 DENTISTS,ORTHODONTISTS
8062 HOSPITALS
W99 MEDICAL SERVICES&HEALTH PRACTITIONERS
8211 ELEMENTARY A SECONDARY SCHOOLS
8220 COLLEGES,UNIVERSITIES.
8299 SCHOOLS&EDUCATIONAL SVCS
9351 CHILD DAY CARE SERVICES
9211 COURT COSTS
9222 FINES
9399 GOVERNMENT SERVICES,NOT ELSEWHERE
WFR 1707
212212018:4:15 PM Page 6 of M Copy al SOCRFP•AlachmemD.Prici Terms 2.8.2018 du
--FOR INFORMATIONAL PURPOSES ONLY"
• Walls Fargo Merchant Services,L.L.C.•(-WFMS')•Pricing Terme
State of Colorado
Proposal Data: 0421117
Account Manager: Laude Weinberg
Assumptions
Creel t Card Vaume $540,570,953
Avenge Transaction Size $149
Number of Locations 1060
Anticipated Interchange"Levels RetaD: 0D1 0091023(310
Mani IIVEmerging Market 142 009/0381307
Restaurant: 002 009/0541311
MOTO vA AVS(CNPI: 003 011/0341314
Emerging Markets: 013 01110381306
Tcuchione: 004 01IIOBM18
PIAOCSecIerICNP 033 02010341307
Pubx;Sector. 032 02010381307
Convenience Rate: 012 02B/0231310
Ulit.ty: 024 04BM531324
Hotel(preferred card present): OD5 050/0301312
Internet: 020 089/0771317
B to B(Purchase Card): 010 12211721202
MCC Code Various-Refer to'Additional Notes'Section of Pricing Terms
MCC Description Vadous-Refer to"Additional Notes Sectlon of Pricing Terms
American EspressO Industry Type WA
Communeations Method I'm wryn pete4 sepa:mely Frame Relay I IPN I Dial
Galeway Aulhori4ema1
PayPal Payllow Pro
PayPal Paynow Link
Payeery Card Present and MOTO
Payeery Intemet
Pricing Option Interchange+Assessments+Access Foes+Rate
Pmeessina Solutions Continued
Type Quantity Financing Method Total wto TAI(
Wells ROAM EMV Mobile Reader Purchase 599.00 Per Reader
Wells EMV NFC Mobile Reader Purchase $129.00 Per Reader
Fust Data 130 DUO(requires FD35 PIN Pad) Purchase 5335,00 Per Terminal
First Data 20011 Purchase $539.00 Per Terminal
First Data 200TI WiFi Purchase 5539.00 Per Terminal
First Data FD40DGT CDMA DW EMV(virefess) Purchase S669.00 Pet Terminal ,
Fust Data FD410OW GPRS EMVI%ireless) Purchase $669 OD Per Termhul
First Dais 130 Purchase S399.00Per Terminal
First Data FD35 E.IV Purchase $18D.00 Per PIN Pad
MagTek Mini Me 3800 Checkreader 22522003 Purchase 5255.00 Per Reader
MaliTek USB-Wedge Reader 21040102 Purchase 5120.00 Per Reader
MagTek USB•Wedge Reader 21040709 Purchase 5125.00 Per Reader
First Data 130 DUO(requires F035 PIN Pad) Rental $48.00 Per Terminal
First Data 303Tr Rental 531.00 Per Terminal
First Data 3007;WiFi Rental 534.00 Per Terminal
First Data 2007; Rental $50.00 Per Terminal
First Data 2DOTt WiFi Rental 555.00 Per Terminal
First Data FD4000T CDLIA OW El,IV(ivueless) Rental 549.00 Per Terminal
Fust Data FD410D.V GPRS EMV(voire:ess) Rental 55500 Per Terrmnai
First Dale 130 Rental 551.00 Per Tenn:nal
First Data F035 EkIV Rental S20 03 Per PIN Pad
Acthor-a net Purchase NA
PayPal Pay1laN Pro Purchase NIA
PayPal Payfla,Link Purchase NIA
Payeery Card Present and MOTO Purchase NIA
Payeery Internet Purchase NtA
'Prices and equipment availability am subject to change without notice.
WFB1707
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EXHIBIT D-OPTION LETTER
OPTION LETTER
State Agency Option Letter Number
Colorado Department of Treasury Insert the Option Number(e.g. "1" for the first option)
Contractor Original Contract Number
Wells Fargo Merchant Services,LLC Insert CMS number or Other Contract Number of the Original Contract
and Wells Fargo Bank N.A.
Current Contract Maximum Amount Option Contract Number
Initial Tenn Insert CMS number or Other Contract Number of this Option
State Fiscal Years
2018-2023 NA
Extension Terms Contract Performance Beginning Date
State Fiscal Year 2024 NA The later of the Effective Date or Month Day,Year
Total for All State Fiscal Years NA
1. OPTIONS:
Option to extend for an Extension Term
2. REQUIRED PROVISIONS:
In accordance with Section(s) Number of the Original Contract referenced
above, the State hereby exercises its option for an additional term, beginning
Insert start date and ending on the current contract expiration date shown above,
at the rates stated in the Original Contract,as amended.
3. OPTION EFFECTIVE DATE:
The effective date of this Option Letter is upon approval of the State Controller
or whichever is later.
In accordance with§24-30-202 C.R.S.,this Option is7validSTATE OF COLORADO until signed and dated below by the State Controll
John W.Hickenlooper,Governor authorized delegate.
Department of Treasury STATE CONTROLLER
Walker 1L Stapleton,State Treasury Robert Jaros,CPA,MBA,JD
By.
By. Ryan A.Parsell,Deputy State Treasurer Name of Agency or IHE Delegate-Please delete if contract
will be routed to OSC for approval
Date:
Option Effective Date:
EXHIBIT E
MASTER MERCHANT SERVICES AGREEMENT PARTICIPATION AGREEMENT
WHEREAS, the State of Colorado, by and through the Department of Treasury(the
"State'), has entered into a Master Merchant Services Contract dated with
Wells Fargo Merchant Services, LLC and Wells Fargo Bank, N.A. (hereinafter
collectively "Contractor") to process credit card transactions on behalf of Governmental
Entities and Political Subdivisions (hereinafter"MMS Contract").
WHEREAS, pursuant to C.R.S. §§ 24-19.5-104 and 24-110-101 et seq., a Governmental
Entity or Political Subdivision ("Participating Entity") wishing to obtain services
and goods under the MMS Contract may enter into a Participation Agreement
with Contractor.
WHEREAS, Governmental Entities are exempt from federal income taxes under Internal
Revenue Code,Title 26, Section 115.
WHEREAS, the undersigned Participating Entity has the authority to enter into this Participation
Agreement under the MMS Contract and has obtained all required approvals, clearance and
coordination from and with appropriate agencies.
WHEREAS, funds have been budgeted, appropriated and otherwise made available and a
sufficient unencumbered balance thereof remains available for payment.
NOW THEREFORE, for good and valuable consideration the sufficiency of which is hereby
acknowledged, Contractor and Participating Entity agree to the following terms and conditions:
1. PARTICIPATION TERMS AND CONDITIONS
A. This Participation Agreement is issued under and subject to the terms and conditions of the
MMS Contract, including any and all Exhibits and attachments thereto, as may be amended
from time to time.
B. Both parties agree to adhere to and be bound by all the terns and conditions of the MMS
Contract, as may be amended.
C. Commencing on the effective date of this Participation Agreement. Contractor
shall provide to Participating Entity credit card processing services and
equipment set forth in Exhibit A to the MMS Contract. Participating Entity agrees to
use the credit card processing'equipment only for purposes set forth herein and in the MMS
Contract.
D. Contractor shall complete the Work described in this Participation
Agreement in accordance with the terms and condition herein and in the
MMS Contract.
Page t of 5
E. Participation in the MMS Agreement is limited to Governmental Entities and Political
Subdivisions of the State of Colorado.
11. FEES TO BE PAID TO CONTRACTOR
A. Participating Entity shall pay Contractor from Agreement Funds for Services and Goods
provided to and accepted by Participating Entity under this Participation Agreement, using the
methods set forth in §8 of the MMS Contract. All fees charged by Contractor shall be
determined in accordance with the prices and rates set forth in Exhibit C to the MMS
Contract .
C. Participating Entity shall establish a separate Settlement Account for deposits and fee
payments attributable to Participating Entity. Amounts due to Contractor by
Participating Entity under this Participation Agreement shall be debited monthly
from Participating Entity's Settlement Account unless a different method of payment is set
forth in this Participation Agreement and approved by the State.
D. Participating Entity understands that under P a r t 11.A, § 12 o f l h c P r o g r a in
G u i d e, C o n t r a c t o r has the r i g h t to fund a Reserve Account from Participating
Entity's revenues to cover chargebacks, adjustments, fees, Card Organization fines and any
other penalties, and other charges due u n d e r Participating Entity's Merchant Services
Agreement.
E. Under no circumstances shall the State be responsible to Contractor or any other person
or entity for any loss, liability, deposit, fee or credit card transaction which is attributable to
Participating Entity
III. EFFECTIVE DATE AND TERMINATION
A. This Participation Agreement shall become effective on the date it is signed by
Contractor and Participating Entity and approved by the State and such other approvers as
may be required under applicable law.
B. This Participation Agreement shall remain in full force and effect until terminated as
provided in this Section 111 or under the MMS Contract or upon termination of the MMS
Contract.
C. If Participating Entity intends to terminate its participation in the MMS Contract, it
s It a I I notify the S 1 a t c in writing, in accordance with §17 of the MMS Contract, at least
one calendar month prior Iu the effective date of lermination. Participating Entity shall be
responsible for returning to Contractor equipment provided by Contractor under this
Participation Agreement and settling its Settlement Account with Contractor. In the event
Contractor has funded a Reserve Account with respect to this Participation Agreement, the
Reserve Account shall be settled in accordance with Part 11, §11.2 of the Program Guide.
Page 2 of 5
D. .Participating Entity or Contractor may terminate this Participation Agreement at any
time by giving the other thirty(30) days prior written notice.
E. In the event of non-payment by Participating Entity of amounts due under this Participation
Agrcementfor forty-five(45) days or more, Contractor may cease processing transactions after
fifteen (15) days prior written notice to Participating Entity.
F. The State may terminate Participating Entity's participation in the MMS Contract if
the State determines that it is in the best interests of the State, including without limitation, in
the event Participating Entity:
1. f a i 1 s t o comply with the terms and conditions of the MMS Contract;
2. facilitates credit card transaction fraud;
3. f a i I s t o administer credit card transactions in accordance with the MMS
Contract,
4. p e r m i t s or facilitates operational defects in its administration of credit card
transactions.
IV. NOTICES
A. Any notice required or permitted to be given under this Participation Agreement by one
party to the other shall be in writing and shall be given and deemed to have been given
if hand-delivered, delivered by telephonic facsimile transmission equipment and confirmed
by telephone with an original mailed or hand-delivered thereafter, or mailed-by certified or
registered mail with postage prepaid to the party or its successor at the address specified as
follows:
Participating Entity:
Name:
Title:
Address:
Telephone:
Contractor:
Name: Laurie Kleinberg
Title: Relationship Manager
Address: 1700 Lincoln St
Denver,CO 50203
Telephone: (303) 363-5234
B. Either party may change the address to which notices are to be delivered by giving to
the other party not less than ten (10) business days prior written notice thereof.
C. A copy of any notice given Nvith respect to termination of this Participation Agreement or
any change in a party's contract information also shall be sent to the State at the following
address:
Page 3 of 5
State:
Name: Ryan A. Parsell
Title Deputy Treasurer
Address: Department of Treasury
200 East Colfax Avenue
Slate Capitol, Suite 140
Denver, CO 80203
ryan.parsell@state.co.us
V. MISCELLANEOUS PROVISIONS
A. Participating Entity agrees to abide by the State's decisions on all matters involving the
MMS Contract. The State may amend the MMS Contract at any time in accordance with the
terms of the MMS Contract.
B. This Participation Agreement, incorporating the terms of the Merchant Services
Agreement, attached hereto as Schedule 1 , the MMS Contract, and all of the
Exhibits attached thereto, contains the entire understanding of the parties and
supersedes any and all previous discussions, proposals, or agreements, if any, between
Contractor and Participating Entity with respect to the subject matter hereof.
C. This Participation Agreement may not be amended except by an instrument in writing
signed by authorized representatives of Contractor and Participating Entity and approved by
the Slate and such other parties as may be required by applicable late.
D. The words or phrases not otherwise defined herein will have the same meanings ascribed
to them the in the MMS Contract and the Exhibits attached thereto. i
E. This Participation Agreement is between Contractor and Participating Entity
and their,successors and assigns.
[THE SIGNATURE PAGE FOLLOWS]
Page 4 ors
THE PARTIES HERETO HAVE EXECUTED THIS PARTICIPATION AGREEMENT
'Persons signing for Contractor hereby swear and affirm that they are authorized to act an Contractor's behalf and
acknowledge that the State Is relying on their representations to that effect.
CONTRACTOR PARTICIPATING ENTITY
Wells Fargo Merchant Services,LLC
By: Janet Mendenhall
Title:Vice President tl—Jrkt.''�/e//i t{ F��4N0 90✓
•Signature *Signature
Date:
Date: 7 If
Wells Fargo,N.A. LEGAL REVIEW
By: Janet Mendenhall By: JK{EFS Q- T2ll�
Title:Vice President Title: Ct7w�
'Signature *Signature
^ Q
Date: Date: 34(Ko
ALL PARTICIPATION AGREEMENTS REOUIRE APPROVAL ON'Til
COLORADO DEPARTMENT OF TREASURY
COLORADO DEPARTMENT OF TREASURY
By:
Title:
Date:
Paue 5 01`5
i
EXHIBIT F—AIERCIL4NT SERVICES AGREEMENT
The Merchant Services Agreement is comprised of the Merchant Services
Amendment, an unexecuted copy of the Wells Fargo Merchant Processing
Application,the Program Guide and the Program Guide Schedules.
I. The Merchant Services Amendment,the unexecuted copy of the Wells
Fargo Merchant Processing Application and the Program Guide are
attached to this Exhibit r; and
2. The Program Guide Schedules are incorpurated into the Program Guide
by reference.
AMENDMENT TO WELLS FARGO MERCHANT SERVICES AGREEMENT
This Amendment (the "Amendment") to the Wells Fargo Merchant Services Agreement, which
includes the Merchant Processing Application, the Program Guide Form WFB1707 (the'Program Guide")
and the schedules thereto and documents incorporated therein, each as amended from time to time
(collectively, the "Agreement"), is an Exhibit to the Master Merchant Services Contract (the 'MMS
Contract') between Wells Fargo Merchant Services, L.L.C., with offices at 1655 Grant Street, 3rd Floor,
Concord, CA 94520 and Wells Fargo Bank, N.A., with offices at 1655 Grant Street, 31tl Floor, Concord,
CA 94520 (collectively, 'SERVICERS') and the State of Colorado, by and through the Department of
Treasury, with offices located at 140 State Capitol, 200 E.Colfax Ave, Denver, CO, 80203 (hereinafter
referred to as the'STATE').
WITNESSETH:
WHEREAS,SERVICERS and the STATE have entered into the MMS Contract for the purpose of
providing credit card transaction payment alternatives for Governmental Entities and Political
Subdivisions of the State of Colorado;and
WHEREAS, each Governmental Entity and Political Subdivision wishing to obtain credit card
transaction alternative payment services (a 'MERCHANT") must enter into a separate participation
agreement ("Participation Agreement") under the MMS Contract, Incorporating the terms of the MMS
Contract, including its Exhibits and attachments; and
WHEREAS, each Participation Agreement shall incorporate as a part thereof the Agreement,
which consists of the Merchant Processing Application, the Program Guide, the schedules thereto and
the documents incorporated therein, and this Amendment;and
WHEREAS,SERVICERS and the STATE have fully negotiated in good faith and agreed to revise
and/or modify certain provisions of the Agreement as they apply to MERCHANT.
NOW.THEREFORE, In consideration of the mutual covenants and benefits to be derived from the MMS
Contract,the Participation Agreements and the Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by both parties.
SERVICERS and the STATE agree that the terms set forth below shall modify, be incorporated into, and
become a part of the Agreement and the parties further agree to be legally bound by the following new
terms and to amend the Program Guide as follows:
Part 17 Confirmation Page and Duplicate Confirmation Page
1. Part I, Section 7 is modified by deleting the words'and the signers and guarantors of the Agreement."
2. Part I, Section 8 is deleted in its entirety.
3. Part I, Section 10(e)is deleted in its entirety.
4. The signature block of the Confirmation Page and the Duplicate Confirmation Page are deleted in
their entirety.
Part ll: Card Services
5. The following provisions of Part II of the Program Guide are deleted in their entirely: Section 5.6,
Section 10.4.2,Section 10.4.3, Section 10.4.7, Section 10.10, Section 16, Section 19, Section 21.7,
Section 22, clause(iii)of Section 25.1, Section 26.11;Section 26.13.2, Section 30.5, Section 30.6,
Section 33.2, and Section 39.
Page 1 of 12
6. The following Sections are added to Part II, Section 1:
'1.1.Colorado Law and State Fiscal Rules.Provisions in this Agreement that require a
MERCHANT to indemnify any party,agree to mandatory binding arbitration,waive the MERCHANT'S
right to a jury trial or require the MERCHANT to be bound by any choice of law or venue provision
contrary to the MMS Contract,conflict with or are prohibited by Colorado law or the Colorado State
Controller's Fiscal Rules shall not apply to MERCHANT,however, such provisions shall still be
applicable to individual Cardholders. In the event of a conflict with any other provision of(his
Agreement,this Section 1.1 shall take precedence.
1.2. Limitation of Liability. Notwithstanding anything in this Agreement to the contrary,any limitation
of liability set forth herein shall not apply to damages or Claims arising from personal injury, including
death,or damage to tangible property.
1.3 Taxes. As set forth In §21.1- of the MMS Contract, the State of Colorado is exempt from federal
excise taxes and from Colorado and local government sales and use taxes.
1.4. CORA.The Colorado Open, Records Act, CRS§24-72-200.1,et seq.('CORA'), provides that all
public records as defined in §24-72-202(6). CRS, are open for Inspection by any person at
reasonable times, except as specifically excluded by CORA or provided by law. Notwithstanding
anything in this Agreement to the contrary, a disclosure of Information by MERCHANT as required
under CORA shall not be a breach of any provision of this Agreement.
1.5. American Express. American Express services are not available under this Agreement. A
MERCHANT wishing to obtain services from American Express must enter into a separate agreement
with American Express.
1.6. Software. SERVICERS will not provide third party software to MERCHANT under this
Agreement, other than as set forth in the terms of [his Agreement (e.g., Payeezy Gateway).
MERCHANT may only obtain third party software for use in connection with the Services by entering
into a separate agreement with a software supplier. Only software approved by SERVICERS may be
used in connection with the Services.
1.7. Procurement Code; Fiscal Rules. This Agreement is subject to those portions of the State
Procurement Code, C.R.S. §§24-101-101 at seq., applicable to contracts entered into by the State of
Colorado,and Stale Fiscal Rules.
1.8. Early Termination. Anything in this Agreement to the contrary notwithstanding, MERCHANT
shall not be liable for penalties or fees resulting from the early termination of this Agreement by
MERCHANT.
1.9. Incorporation By Reference. The following are incorporated as a part of this Agreement by
reference. Additional documentation may be incorporated as a part of this Agreement pursuant to a
written amendment to Exhibit F of the MMS Contract in accordance with§21.1-1 of the MMS Contract:
Payment Networks Qualification Matrix, available at
httPS7//welisfaLgo.com/bizfcreditinterchangeplus
Payment Networks Pass-Through Fees,available at
htips://www.welisfargo.com/biz/merchantoassthroughfees
Page 2 of 12
L �
Wells Fargo fixed Acquirer Network Fee for Visa@ Accepting Merchants, available at
hitps://wvAv.wellsfargo.com/visanetworkfee
Operational Procedures
See Part Il, Section 2 for the URL's containing the Card Organization Rules.
1.10. Capitalized Terms.Capitalized terms used in this Agreement and not otherwise defined shall
have the meanings ascribed to them in the MMS Contract.
7. The last sentence in Part Il, Section 3.2 is deleted its entirety.
8. Part II, Section 3.3 is deleted in its entirety and replaced with the following:
'All credits to your Settlement Account or other payments to you are provisional and are subject to,
among other things,our right to deduct fees, our final audit, Chargebacks, fees and fines imposed on
us by the Card Organizations as a result of your acts or omissions under this Agreement. You agree
that we may debit or credit your Settlement Account for any deficiencies, overages,fees and pending
Chargebacks and any other amounts owed to us arising under this Agreement, or we may deduct
such amounts from settlement funds or other amounts due to you from us.Alternatively, we may elect
to invoice you for any such amounts, as set forth in§83 of the MMS Contract
9. Part Il,Section 3.5 is deleted in its entirety and replaced with the following:
'In addition to any other remedies available to us under this Agreement, you agree that should any
Event of Default (see section 10.4) occur and not be cured within applicable cure periods, we may,
with 7 days advance notice, provided in accordance with §17 of the MMS Contract, 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 terms of this Agreement,
until we have had reasonable opportunity to investigate such Event of Default.'
10. Part Il, Section 4 is deleted in its entirely and replaced with the following:
'During the term of this Agreement, you shall use us as your exclusive provider of all Services:
provided, however,' that with respect to any providers of Services with whom you currently have
existing agreements in place, you may continue to utilize Services from such providers until the
expiration of the current term of such existing agreements. The State Internet Portal Authority is not
subject to this exclusivity clause and is not required to utilize the MMS Contract.'
11. Part II, Section 5.4 is deleted in its entirely and replaced with the following:
'The pricing we will charge you shall be in accordance with §8 of the MMS Contract and the Pricing
Schedule attached as Exhibit C to the MMS Contract (hereinafter "Special Pricing'). The Special
Pricing shall be effective throughout the term of the MMS Contract.
The Special Pricing is subject to the following qualifications:
a. We reserve the right to adjust the pricing charged to you based on changes in Visa. MasterCard
and Discover Network Card interchange fees, dues and assessments, or other pass-through or
third party costs.
b. The provisions of this Paragraph and §8 of the MMS Contract shall not otherwise affect our right
to amend and/or terminate this Agreement in accordance with the terms and conditions of Part Il,
Section 10 of the Program Guide'
Page 3 of 12
I
12. Part Il, Section 5.8 is deleted in its entirety and replaced by the following:
"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 adjustments to your account through the ACH network
and/or through direct Instructions to the financial Institution where your Settlement Account is
maintained for amounts due under this Agreement, as well as for any credit entries in error. You
hereby authorize the financial institution where your Settlement Account is maintained to effect all
such debts 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 Account is maintained that all
monies due under this Agreement have been paid in full."
13. Part 11,Section 5.12 is deleted in Its entirety and replaced by the following:
'Fees and any other amounts due under this Agreement shall be paid in accordance with §8 of the
MMS Contract.Late payments shall bear interest as set forth in§8."
14.The first bullet point of Part It.Section 5.13 is deleted in its entirety and replaced by the following:
'Card Organization fees, charges, fines, penalties, registration fees, or other assessments Included In
any fees levied against us or any amount for which you are responsible.'
15. Part II, Section 7.1.18 Is added to read as follows:
'We represent and warrant that all Services provided to you under this Agreement will be performed
in a competent,professional and workmanlike manner.'
15. Part ll, Section 7.2 is amended by the addition of the following at the beginning of the second
sentence:
"EXCEPT AS SET FORTH IN THE MMS CONTRACT AND SECTION 7.1.18 OF THIS
AGREEMENT.
17. Part ll, Section 7.3 Is amended by deletion of the last sentence.
18. Part ll,Section 7.4 is deleted in its entirely and replaced with the following:
"NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY (INCLUDING BUT
NOT LIMITED TO SECTIONS 13 or 7.5), OUR CUMULATIVE LIABILITY FOR ALL LOSSES,
CLAIMS, SUITS, CONTROVERSIES, BREACHES OR DAMAGES FOR ANY CAUSE
WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT AND REGARDLESS OF
THE FORM OF ACTION OR LEGAL THEORY SHALL NOT EXCEED $500,000; PROVIDED,
HOWEVER, THAT SUCH LIMITATION SHALL NOT APPLY TO LOSSES. CLAIMS, SUITS,
CONTROVERSIES. BREACHES OR DAMAGES ARISING OUT OF BODILY INJURY (INCLUDING
DEATH)OR DAMAGE TO TANGIBLE PROPERTY.-
19.
ROPERTY"19. Part II, Section 7.5 is deleted in its entirety and replaced with the following:
'NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY (INCLUDING BUT
NOT LIMITED TO SECTION 13), OUR LIABILITY FOR ANY DELAY IN FUNDING TRANSACTIONS
TO YOU FOR ANY REASON, OTHER THAN FOR ANY REASON DESCRIBED IN SECTIONS 3.4
OR 3.6,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
FEDERAL FUNDS, AS ESTABLISHED BY THE FEDERAL RESERVE BOARD FROM TIME TO
TIME'
Page 4 o112
i
20. Part II, Section 8.4 is deleted in its entirety and replaced with the following:
"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 the requirements of the MMS Contract and
applicable law. provided that we may disclose such information (1) to third parties as we deem
appropriate to provide the Services, (ii) our auditors and attorney (internal and external) and
regulators, (iii)as required by law, regulation or court order, and (iv)to our respective Affiliates as we
deem appropriate to provide the Services. In addition, we may use data collected as part of
performing payment processing or other transaction-related services for you, for the purpose of
providing additional products and services to you to third parties providing the Services, and, in an
anonymized form, to other merchants. As permitted by law this includes collecting, using, and
anonymizing cardholder information, dates, amounts, and other data from your transactions
('Transaction Data')to provide you with analytic products and services as well as collecting and using
Transaction Data anonymized and aggregated with other merchants' transaction data to provide you,
other merchants, and third parties with analytic products and services'
21. Clause(f)of Part Il, Section 8.8 is deleted in its entirety and replaced with the following:
'(f)disclose or provide the Services to, or permit the Services to be accessed or used (in any form or
by any means)by any third party other than your authorized employees and your contractors who are
subject to written confidentiality obligations binding upon such contractors that are no less restrictive
than the confidentiality provision hereunder;
22. The second and third sentences of Part ll, Section 9.1 are deleted in their entirely and replaced with
the following:
'Furthermore, to the extent permitted by law, you shall be responsible for all liabilities, Chargebacks,
expenses, costs, fees and fines arising from such transferee's or assignee's Submission of Card
transactions to us for processing."
23. Part ll,Section 9.3 is amended by adding the following after the Iasi sentence:
"Upon our assignment or transfer of this Agreement, you may terminate this Agreement, without
liability for any early termination penalty, by providing thirty (30) days written notice of such
termination'
24. Part ll, Section 10.1 is deleted in its entirety and replaced with the following:
"This Agreement shall become effective upon the date the Participation Agreement is signed by you
and the SERVICERS and approved by the State."
25. Part 11, Section 10.2 is deleted in its entirely and replaced with the following:
"The initial term of this Agreement shall commence and shall continue in force during the term of the
Participation Agreement between MERCHANT and SERVICERS. Thereafter, this Agreement may be
extended pursuant to§4.2 of the MMS Contract."
26. Part 11,Section 10.3 is deleted in its entirety and replaced with the following:
'Notwithstanding the above or any other provisions of this Agreement and except as specified in
subsections 10.4.4, 10.4.9 or 10.4.11, SERVICERS will provide MERCHANT with 30 days advance
written notice of its intent to terminate this Agreement due to a default by MERCHANT, including an
Event of Default. During the aforementioned 30 day period, MERCHANT shall have an opportunity to
cure such default or Event of Default. During a transition period that shall not exceed 120 days
following the effective date of termination, SERVICERS shall cooperate in good faith with,
Page 5 Cf 12
MERCHANT to provide the Services under the terms of this Agreement. For purposes of determining
whether a default or an Event of Default has occurred under this Agreement,each Merchant Account
and each Participating Entity shall be viewed separately. Upon the occurrence of a default under this
Agreement, Including an Event of Default, by MERCHANT or any Merchant Account, SERVICERS
shall notify MERCHANT immediately upon an Event of Default and cooperate with the MERCHANT
to cure and resolve the default within 30 calendar days.To the extent an Event of Default cannot be
cured by MERCHANT, the SERVICERS may proceed to terminale the defaulting Merchant Account
or the Participation Agreement to which MERCHANT is a party. We may terminale this Agreement
immediately or with shorter notice upon an Event of Default under Sections 10.4.4, 10.4.9, or 10.4.11
of this Agreement. You may terminate this Agreement without penally in the event of a material
breach of this Agreement by SERVICERS. In the event we provide notice to you of any new fees or
Increases in existing fees for Services, pursuant to Section 5.6, you may terminale this Agreement
without further cause or penalty by notifying us that you are terminating this Agreement. However,
maintaining your Merchant Account or your continued use of the Services after the later to occur of 30
days after the receipt of such notice or the effective date of any such fee changes shall be deemed
your acceptance of such fee changes for the Service throughout the term of this Agreement.'
27. Part ll,Section 10.4.4 is deleted in its entirety and replaced with the following:
"irregular Card sales by you, excessive Chargebacks, noncompliance with any applicable data
security standards, as determined by Servicers, or any Card Organization, or any data security
breach, nonconformance with any applicable data security standards,as determined by SERVICERS
or any Card Organization, or any other circumstance which, In our sole discretion, may increase our
exposure for Chargebacks or otherwise present a financial or security risk to us (including your
processing transaction for a business type we have designated as unqualified for processing with us);
or'
28. Part 11,Section 10.4.5 is deleted in its entirely and replaced by the following:
any of your representations,warranties or covenants In this Agreement are breached in any material
respect;or
29. Part ll,Sec0on 10.4.10 is amended by adding the following at the beginning of the first sentence:
'If you are a Political Subdivision,"
30. Part Il,Section 10.4.11 is amended by deleting clause(2)and replacing it with the following:
"(2)any other Event of Default, this Agreement may be terminated in accordance with Section 10.3'
31. Part ll,Section 10.6 is deleted in its entirety and replaced by the following:
'If any Event of Default occurs and cannot or has not been cured within the applicable cure period.
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 11"
32. The last sentence of Part Il, Section 10.8 is deleted in its entirety and replaced by the following:
"Furthermore, you agree to waive any and all claims which you may have as a result of such
reporting."
33. Part II,Section 11.1 is amended by addition of the following:
"In determining the amount and length of time for any required reserve, the SERVICERS shall make a
commercially reasonable effort to assess the risk of each Merchant Account and Participating Entity
under the MMS Contract and shall negotiate with the Participating Entity in good faith to determine
Page 6 of 12
the amount of any required reserve. Except for a default by the State under the MMS Contract,
SERVICERS agree to establish a reserve account only for the Merchant Account or Participating
Entity for which the SERVICERS have determined a reserve is required. Prior to establishing a
reserve for any of the Merchant Accounts or Participating Entities under the MMS Contract,
SERVICERS shall notify the Stale."
34. Parl.11,Section 11.2 is deleted through clause(ii)and replaced by the following:
'The Reserve Account shall be fully funded upon three (3) Business Days' notice to you, or in
instances of fraud or suspected fraud an Event of Default Reserve Account funding may be
immediate. Such Reserve Account may be funded by any combination of the following: (i) one or
more debts to your Settlement Account or (ii) any payments otherwise due to you under this
Agreement;"
35. The last sentence of Part II, Section 11.2 is deleted in its entirety and replaced by the following:
"Once the Reserve Account is fully funded, upon your request, we will'place the Reserve Account
funds In an account that permits you to earn interest on such funds."
36. Part ll.Section 11.4.1 is deleted in its entirety and replaced by the following:
"To secure your obligations to us and our respective Affiliates under this Agreement and any other
agreement for the provision of equipment products or services (including 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, stale or federal law, common law or equitable cause), you grant to us a first priority
lien and security interest in and to(t)the Reserve Account and (ii)any of your funds pertaining to the
Card transactions contemplated by this Agreement now or hereafter in our possession, whether now
or hereafter due or to become due to you from us. Any such funds, money or amounts now or
hereafter in our possession may be commingled with other funds of ours, or, in the case of any funds
held pursuant to the foregoing paragraphs, with any other funds of other customers of ours, unless
you request at the time such Reserve Account is fully funded that the funds in such Reserve Account
be held in a segregated account. Upon an Event of Default which has not been cured within
applicable cure periods,we are authorized by you at any time and from time to time,without notice or
demand to you or to any other Person (any such notice or demand being hereby expressly waived);
to apply any and all such funds against and on account of your obligations to us under this
Agreement, whether such obligations are liquidated, unliquidated, fixed, matured or unmatured. You
agree to duly execute and deliver to us such instruments and documents as we may reasonably
request to perform and confirm the lien and security interest set forth in this Agreement."
37. Part ll, Section 12.1 is deleted in its entirety and replaced with the following:
"If requested, annual financial statements are due 210 days after the end of MERCHANT's fiscal
year. Such financial statements shall be prepared in accordance with generally accepted accounting
principles' for 'governments. You will also provide such other financial statements and other
information concerning your business and your compliance with the terms and provisions of this
Agreement as we may reasonably request. You authorize us to obtain from third parties financial and
credit information relating to you (but not the personal credit of any of your employees)in connection
with our determination whether to accept this Agreement and our continuing evaluation of your
financial and credit status. We may also access and use the information which you have provided to
Bank for any other reason related to this Agreement. Upon request, you shall provide, and/or cause
to be provided,to us,or our representatives or regulators(as well as those of the Card Organizations)
reasonable access to your facilities and records, during normal business hours for the purpose of
performing any inspection andlor copying of your books and/or records related to this Agreement
which are reasonably deemed appropriate."
Page 7 of 12
38.Part II,Section 13 is deleted In its entirety and replaced as follows:
'13.1. You agree to assume responsibility for all damages, liabilities, losses and expenses resulting
from (a)any breach of any warranty, covenant or agreement or any misrepresentation by You under
this Agreement and(b)arising out of Your negligence or willful misconduct or the negligence or willful
misconduct of Your employees or agents acting In the course of their employment In connection with
Card transactions.
13.2. We agree to Indemnify and hold you harmless from and against 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 employees' or agents'
negligence or willful misconduct in connection with this Agreement.'
39. Part 11, Section 14.2 is deleted in its entirety and replaced as follows:
'14.2. American Express services are not available under the MMS Contract but if you have
otherwise been approved for accepting American Express transactions,then(a)'your authorizations
will be obtained from and funded by American Express,(b)American Express will provide you with its
own agreement that governs those transaction, and(c)you understand and agree that(I)we are not
responsible and assume absolutely no liability with regard to any such transactions,including but not
limited to the funding and set0emenl of American Express transactions, and(it)American Express will
charge additional fees for the services they provide."
40.The first sentence of Part 11,Section 17.1 is deleted in its entirely and replaced as follows:
"The prices that you will pay for the Wireless Services are set forth In Exhibit C to the MMS Contract."
41.The following is added at the end of the third bullet point of Part II, Section 17.1:
',which shall only occur during non-business hours and will not exceed a reasonable period of lime.'
42. Part II,Section 17.3 is deleted in its entirety and replaced with the following:
'Limitation of Liability.Without limiting any other terms in this Section, the parties specifically agree
that Section 7.4 of the Program Guide(as amended) shall apply to SERVICERS' (and its Vendors')
delivery of(and the State's use of)the Wireless Services.'
43. Part II, Section 17.4 is deleted in its entirety and replaced with the following:
'Indemnification. Without limiting any other terms in this Section, the parties specifically agree that
Section 13.1 shall apply to SERVICERS'(and its Vendors')delivery of(and MERCHANT'S use of)the
Wireless Services."
44. Part It, Section 17,5 is deleted in its entirely and replaced with the following:
'Confidentiality We acknowledge that you are a governmental entity subject to the Colorado Open
Records Act and as such only certain trade secrets and confidential commercial and financial
information are exempt from disclosure as a public record. Subject to the requirements of the
Colorado Open Records Act, you agree not to disclose our trade secrets and confidential commercial
and financial information. You will provide us with prompt notice in the event you receive a request for
information related to Wireless Services'
45. The first sentence of the second paragraph of Part 11, Section 18 is deleted in its entirety and replaced
with the following:
Page 8 of 12
r
'The Equipment is warranted for a period of one (1) year to be in good working order and free of
defects. Additional warranties, if any, for the Equipment or any related Software originate from the
applicable third party provider or manufactuer("Vendor')."
46. The second from last sentence In Part II, Section 18.3 is deleted in its entirety and replaced as
follows:
"The rental period with respect to each piece of Equipment shall commence on the date such
Equipment is accepted and shall terminate upon the date the Equipment Is returned to us."
47.The first bullet of Part 11, Section 18.4 is amended by adding the following at the end of the paragraph:
'during your normal business hours."
48.The fourth bullet point and fifth bullet point of Part II, Section 18.4 are amended by replacing the word
'immediately"with the word'promptly".
49. Part II.Section 18.5(b)is deleted in its entirety and replaced with the following,
'You hereby authorize us to collect all amounts due from you under this Seclion 18 by Initiating debit
entries for such amounts to your account,designated pursuant to this Agreement to be debited and
credited for amounts due from and to you under this Agreement (the 'Settlement Account") or by
deducting such amounts from amounts due to you from SERVICERS'
50.The following is added at the beginning of Part ll, Section 18.5(c):
'Subject to§211 of the MMS Contract,".
51. Part If, Section 18.6(f)is deleted in its entirely and replaced with the following:
"We or our representatives may, at any time upon prior notice, enter your premises during normal
business hours for purposes of inspecting, examining or repairing the Equipment."
52. Part ll, Section 18.7 is deleted in its entirety and replaced with the following:
'You hereby grant to us a security interest in (a) all Purchased Equipment to secure payment of the
purchase price, and (b) all Rental Equipment to secure payment of the monthly payments therefore
and authorize us to file financing statements with respect to the Equipment in accordance with the
Uniform Commercial Code, signed only by us. We shall release all financing statements filed with
respect to Purchased Equipment upon payment in full of the purchase price for such Purchased
Equipment.'
53. Part ll.Section 18.9 is deleted in its entirety and replaced by the following:
"Notwithstanding any provision of This Agreement to the contrary and in addition to the limitations and
disclaimers set forth in Section 7 of this Agreement (including without limitation the disclaimers in
Section 7.2 of this Agreement), our liability arising out of or in any way connected with the Equipment
shall be subject to the limitation set forth in Section 7.4 of this Agreement'
54. Part H.Section 18.10 is deleted in its entirety and replaced by the following:
'To the extent permitted by law, you shall be responsible for any and all losses, liabilities, damages
and expenses, resulting from (a)Your negligence or misconduct with respect to liens against or return
of the Equipment, or(b) any breach by you of any of your obligations hereunder except to the extent
any losses, liabilities,or expenses result from our negligence or misconduct."
Page 9 of 12
1
55. Part II, Section 18.11(b)is deleted in its entirety and replaced by the following:
'(b)Upon the occurrence of any default,we will provide you with notice and 10 business days to cure
any default under this Section. If such default is not cured, we may at our option, effective
Immediately without notice, terminale the period of rental and our future obligations under the
Equipment Documents, repossess the Equipment and proceed in any lawful manner against you for
collection of all charges that have accrued and are due and payable, in which case the terms and
conditions of the Equipment Documents, other than the rental period which shall terminate upon the
return of the Equipment to us, shall terminate as soon as your obligations to us are satisfied. The
remedies upon default under the Equipment Documents shall be determined separately for each
Merchant Account and Participating Entity, rather than a universal default of all equipment of all
Participating Entities and Merchant Accounts.'
56. Part II,Section 20.6 is deleted in its entirely and replaced by the following:
'You shall pay the fees for TransArmor Service as set forth in Exhibit C to the MMS Contract.'
57. The last sentence of the second paragraph of Part 11, Section 21.1 is deleted in its entirety and
replaced with the following:
"Except to the extent required by the Colorado Open Records Act, you are not permitted to allow any
third party service provider access to these materials or to the output generated by the Fraud
Services, nor use or demonstrate the Fraud Services or related materials for, or on behalf of, any
third party service provider without the prior written permission of the Fraud Services provider."
58.Clause(1)of Part Il, Section 21.5 is deleted in its entirely and replaced with the following:
"(t) OUR LIABILITY AND THAT OF ANY FRAUD SERVICES PROVIDER SHALL BE LIMITED AS
PROVIDED IN SECTION 7.4, AND'
59. Part II, Section 23.2 is deleted in its entirety and replaced with the following:
"Client shall pay Processor the fees for the Global Gateway e4 Services (now known as Payeezy
Gateway Services)as set forth in Exhibit C to the MMS Contract.'
60.The third sentence of Part II, Section 23.3 is deleted in its entirety and replaced with the following:
'We may suspend or terminale your access to the Payeezy Gateway Services without prior notice if
you fail to comply with your obligations under this Section 23'
61.Part II,Section 23.4.10 is deleted in its entirety and replaced with the following:
'Use of Transaction Data. As permitted by applicable law and regulations, we reserve the right to
copy and distribute to third parties, any information associated with your use of the Software or your
activities on the Platform to the extent necessary to provide Services to you'
62. Part II,Section 23.10 is deleted in its entirety and replaced with the following:
"You shall be responsible for any damages arising from the conduct of your business, any
transactions submitted by you through the First Data Global Gateway e4 hereunder for payment
processing, any false or inaccurate representation made by you or the negligence, fraud, dishonesty
or willful behavior of any of your employees or agents acting within the scope of their employement or
agency, or from your failure to substantially comply, in whole or in part, with any: (i) terms and
conditions pursuant to this Agreement and any addenda hereto, or Documentation; or (ii) applicable
law.regulations or Card Organization Rules'
Page 10 of 12
63. Part II, Section 24 is deleted in Its entirety and replaced with the following:
'Our Agreement shall be governed by and construed in accordance with the laws of the State of
Colorado (without regard to its choice of law provisions). Venue shall be the City and County of
Denver, Colorado."
64.The first sentence of Section 25.6 is deleted in its entirety and replaced with the following:
'The parties agree that the documents comprising the Contract as defined In the MMS Contract shall
constitute the entire agreement between the parties with respect to the subject matter thereof and
supersedes any previous agreements and understandings, and in the event of conflicts or
inconsistencies between these agreements or any of their respective exhibits or attachments, such
conflicts or inconsistencies shall be resolved by reference to the documents in the order of priority set
forth in§21(1)of the MMS Contract.'
65.The first sentence of Section 25.7 is deleted in Its entirety and replaced with the following:
"We may modify any provision of this Agreement (except pricing terms set forth in Section 5.4, any
pricing schedules incorporated herein and provisions relating to indemnification, binding arbitration,
right to jury trial,choice of law or venue)by providing written notice to you
66.The fourth sentence of Part 11, Section 25.7, beginning with'For purposes of and ending with"as
required herein"is deleted in its entirety.
67.The first sentence of Part II, Section 25.8 is deleted in its entirely.
68.The second sentence of Part II, Section 29.3 is deleted in its entirety and replaced with the following:
"Furthermore,we retain the right to conduct an audit at your expense performed by us or a third party
designated by us to verify your compliance, or that of your agents or Merchant Providers, with
security procedures and these Operating Procedures; provided, however, that the obligation of a
Participating Entity to pay for such audit shall be subject to the appropriation of funds for such
purpose.-
69.
urpose"69.The second sentence of Part II, Section 29.5 is deleted in its entirely and replaced with the following:
Notwithstanding the foregoing,if required by the Card Organization,we will engage a forensic vendor
approved by a Card Organization at your expense; provided however, that the obligation of a
Participating Entity to pay for such vendor services shall be subject to the appropriation of funds for
such purpose.
70. Part II, Section 29.9 is deleted in its entirety and replaced as follows:
'If you or a Merchant Provider (or other Person used by you) are determined by any Card
Organization to be the source of any loss, disclosure, theft or compromise of Cardholder data or
Cardholder transaction information(together,"Compromised Data Event"), you shall be responsible
for expenses, claims, assessments, fines, losses, costs and penalties imposed by the Card
Organization or Issuers against us (together, 'Data Compromise Losses") In connection with such
Compromised Data Event'
71. The following definitions are deleted from Section 40(Glossary)in their entirely and replaced with the'
following:
'Affiliate: Any entity, directly or indirectly controlling, controlled by or under direct of common control
with such party. For purposes of this definition, 'control" means the power to direct the management
and policies of an entity, directly or indirectly, whether through the ownership of voting securities or
Page 11 of 12
otherwise. Without limiting the foregoing, "Affiliate", in the case of Wells Fargo Merchant Services,
LLC,shall specifically Include Wells Fargo Bank, N.A.and Its affiliates as well as First Data Merchant
Services Corporation and its affiliates'
"Business Day: Monday through Friday,excluding Bank holidays and Slate of Colorado holidays'
72.The following definitions are added to Section 40(Glossary):
MERCHANT: All references to 'you', 'your , "Client', Subscriber", "Customer" or 'Merchant' in this
Agreement shall be deemed to be references to"MERCHANT.
'Merchant Account"is defined in Section 23.1."
73.Section 41.3 is amended by deleting all paragraphs after the seventh paragraph(which begins with
"The parties further agree and acknowledge')and replacing such paragraphs with the following:
'Notwithstanding anything to the contrary provided in Section 41.3,the parties agree that
MERCHANT shall not be obligated to pay any early termination penalties or liquidated damages upon
termination of the Agreement'
Pan III: Third Party Agreements
74. Part III of the Agreement is deleted in its entirety.
Page 12 o112
1
Form#037
DtIF.RCHANT PRbCESSING APPLIC.4TIO1V AKD AGREEMEn'f
dierchant€ File ® Loc. I of I•
TELL US•ABOVf YOUR BUMESS/OWNER'S INFORA[AIION
Your DBA/Outlel Name: Federal Tax ID number
Your IRS all Filing Name- Federal Tax ID t ene•
DBA Address(No P.O.Boxl: Suite QM Staie. lin Code: .
FL ON
Head Office Name: Contact Name, Comact Phone:
Head Office Address: i' Slaw; Zia Code:
FL
DBA Conlaet Email Address: Head Office Contact Email Address- MM
OwnerlPertnerlOfficer Name: T,&- %ofOwnershio- Phone Numher: Tax ID; DatcofRirth-
Owner
Home Address: i L Safe: lin Code: USCitizentResident•
FL IMX Yes No
Owner/PannerlOfficer Name: TtIG ° :R5ncNumber: TesID: DatrofBinkOwner
Hnme Address: �i sL•• 7ir Code• t!S Cilisen/Reaidenr
FL X Yes No
OsvnerlPartnerlORCer T pme: • Phone Number.
art
Ipz@; Datc of Bink
e
Home Address: .i Stals. Zin Code: 15 iti en/R id nt•
FL owX Yes n No
Buiiness Type: Privately Held Corp.
%lonth/Year Business Started: ® 'umber of Employees:
State Incorporated:® Transaction Sources:POS Cardswipe/Imprint °b
Mag Swipe ®+Keyed Manually — 0 0 +\fail Order a+ Phone Order ®+Intemet
Business to Business Transactions: +Trade Show B+ Recurring Transaction ®=100%
Business to Consumer Transactions-. Total Annual\iCA'isa Volume:
Average Ticket/Sales: ® Total Annual Discover Volume:
Pmduct.'Sen•ices You Sell: Total Annual Amex Volume:
Total Relationship Annual Card Volume: ® ,
Total Cash and Credit Sales:
Do customers pay before receiving ProductsrSemices7 ❑1•esX No
When a carJ is charged and the Pr.�ducu.Sen ices received: immediate(0 days) 100% 1 .4 dais q;
5-7 days -A 8- 14 days °S
15-30 days 96 over 30 days
DDA[dij
Business Checking Account Number Rim
TMIsit Routing Number/ABA OEM
Aemunt Type Checking
Roll-up Code I-Via Caregory,
Namc of Financial Institution Welb Fargo Bank,National
Association
Type Deposit/Aditr lmentsfChorgebaeks
/Fees
Entitlement Option:
CV V2rCVC?Prompted on Hand Key,AVS.PCard Level U.Business Track.Dispute Manager.American Express
Have you previously Itad an American Express SE Number? Yes No American Express SE P
Does your business/nrgoniaation participate in intemet gambling or wagering?0 Yes a No
c
Merchant Services
Program Guide
Together we'll go far
Thankyou for selecting us foryour payment processing needs.Accepting numerous payment options provides a convenience
to your customers,Increases your cusiomers'abdity to make purchases at your establ'shment,and helps speed payment to
your account.
Your Merchant Processing application will indicate the types of payments and Services you have elected to accept.These
Program Terms and Conditions(the*Program Guide')present terms govern?ng such payments and Services,including,as
applicable,terms governing the acceptance of Visae,MaslerCards and Discover*Credit Card,Non-PIN Debit Card payments
and American Express*transactions and applicable Non-Bank Services.
This Program Gulde,tagether with your Merchant Processing Application and the schedules thereto Icollectively,the
"Agreement'),Including,without limitation,the Interchange Qualification Matrix,American Express Program Pricing
and the Interchange Schedules applicable to your pricing method as set forth in the Merchant Processing Application,
contains the terms and conditions under which Processor andlor Bank and/or other third parties,will provide services
to yomwe wnl not accept any attentions or strike-outs to the Agreement and,If made,any such alterations or strike-
outs shall not apply.Please read this booklet completely.
IMPORTANT INFORMATION ABOUT BANK'S RESPONSIBILITIES:
Discover Card transactions,American Express Card transactions and other Non-Bank Services are not provided to
you by Bank but are provided by Processor and/or third parties.
The provisions of this Agreement regarding Discover Card Transactions,American Express Card Transactions and
Non-Bank Services constitute an agreement solely between you and Processor and/or third parties.Bank Is not a
party to this Agreement Insofar as It relates to Discover Card Transactions,American Express Card Transactions and
Non-Bank Servlces,and Bank Is not responsible,and shall have no liability,to you in any way with respect to Discover
Ca rd Transactions,American Express Card Transactions and Non-Bank Services.
OTHER IMPORTANT INFORMATION:
Cards present risks of loss and non-payment that are different than those with other payment systems.In deciding 10 accept
Credit Card s,you should be aware that you are also accepting these risks.
Visa U.S A.Inc(Visa)and MasterCard Worldwide('MasterCard',Discover Financial Services LLC('Discover')and American
Express Company,Inc.('American Express')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 Visa and
MasterCard transactions)ar nelwotk Acquirers(in the case of Discover itansocVons)that acquire them(ram merchants such
as yourself(these banks and network acquirers are referred to as*Acquirers')through the appropriate Card Organization,to
the Issuer s.These Issuers then bill their Cardholders for the transactions.The Card Organizations charge the Acquirers
Interchange,fees and/or assessments for submitting transactions into their systems.
In order to speed up the payment process,the Issuer transfers the funds back through the Card Organization to the Acquirer
at approximately the same time that the Issuer receives the electronic Sales Drafts.Even though the payments under this
system are made simuhaneouslyall payments made through the Card Organizations are condnionsl and subject to reverwls
and adjustments.
Each Card Organization has developed Card Organizations Rules that govern their Acquirers and tsvivs and the procedures,
responsibilities and allocation of risk for this process.Merclwnts are also bound by Card Organization Rules and applicable
lave and regulationsThe Card Organization Rules and applicable laws and regulations give Cardholders and Issuers cenain
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 weds not control the uhimale resolution of the Chargeback.While
we can attempt to reverse a Chargeback to the Issuer,vie can only do so R she Issuer agrees to accept it or the Cord
Organization requires the Issuer to do so after a formai appeal piocess.Sometimes.your customer maybe able to successfully
charge back a Credit Card transaction 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 cuswmer,neither
we nor the Issuer will be responsible for such transactions.
You will be responsible for all Chargebacks and adjustments associated will,the transactions that you submit for processing.
Please refer to the Glossary for capitalized terms used in the Agreement,including this Preface fir not defined above).
V011110)REWODrlu1
Program Guide
4 TABLE OF CONTENTS
PART I:Centimeters Page IDG Pre-Authotuadonfw TSElTrastl6Entertalnment7
Duplicate Confirmation Page and Restaurant Merchants.............................................40
307 Discover Procedure for Regress for Cancellation of Authorizations........40
PART II:Card Services 30G Partial Authorization and AuthwUatlon Reversal........................40
'r 31. SUbmisslon/Depodi of Sales and Credit Drafts.................................40
A.Card GencnlTerms 31.1 Subndsslen of Sales far Merchants Other Than Your Budnest............40
1. Servratingices rccced............Card ganiz.................ompli nce............... 8 312 Timeliness.............................................................
2. Operating of Card Trasactons ...aOcan Rules and Compliance
8Salchl.g .nern, ai
1. Settlement of Urd Trantacibnf 0 31.3 Electronic Merchenb:Dtlly Batthing Requ'rementf
............................................1.
4. Exclusivity 6h3edla Submission ........................................dl
yreseni......aloss,........ns,D.................................:. 8 32. Settlement............
S. feet:AdJusUnents:Cdlectlen et AmwnU Due ................................ 8 .......................................................dl
6. ChargeWcb................................................................. 9 33. Refunds/Exchanges lUediisl.................................................41
7. Representation CWaoani Covenants UmltaVons an Llabliry; 33.1 Refunds...............................................................41
Exclusion of Consequential Damages ......................................... 9 331 Processing a Credit ler American Eswess Transaction...................41
B. Confidentiality............................................................... _ _
t1 0 333 Exchanges............................... ............. .............42
9. AssignmentsAssignments .......................................................I.......... 34. Retention of Records for Retrievals andChugebachu...........................42
10. Term:Events of Default .......................................................it 34.1 Retain Legible Cof+let..................................................47
11. Reserve Account:Security lntere it ............................................12 34.2 Provide Sales and Credit Drafts.........................................42
12. Flnamtaland Otte Irshumallon..............................................13 3S. Chargebacks•Retdewls and Other Deftw.....................................42
13. Indemnifications..............................................................13 35.1 Chargeback4..............................................I............42
14. Specizl finnnIcars,Regarding Non-Bank Cards.................................13 3S.2 SummarylDepodtl Adluumenls/Eleclrelde RelecU.....................45
15. Special Provident for Debit Card.....:........................................14 35.3 Olsputln90ther OeWU and Summary Adjustment s.....................4S
16, Spedal ProNdons Regaidln9EBTTransactlons .................'...............IS 36. Attount Malmenance.........................................................AS
17. Special Prodsloos Regarding Vlacless Sri ................................17 36.1 Change of Sentiment Account Number................................45
IB.-Terms of Equipment Purchase cur Rental.......................................18 361 Change In Your Legal Na me or Structure................................45
19. Special Provisions Regardng Gift Card Services ...............................20
363 Change In Company OBA Name.Address
20. Special Provitions Regarding TnntMmer Services.............................22 Telephone/Facsimile Humber.........................................45
21. Special Provisions Regarding Fraud Detection Services ........................24 364 Other Changes In Merchant profile........................ ............45
27. SpectalRaisbni Regarding Buys lnlllrted Payments ...:...................
.25 16S Charges fw Changes to Account Maintenance..........................45
23. Special Provisions Regarding Global Gateway e4 Service s......................25 38. Card Org......ion9Acacti.wing.................................................a5
24. Choice of Law,Venue;LVaiver of fury Tdal............. ..............28 38. Suppliesrovisi.......Ameri anExpires........................................45
25. Other Terms..................................................................28 39. Special Provisions for American faxes.......................................d6
39.1 Card Acceptance.......................................................46
B. Operating Pmcedum 391 Arbitration Agreement(w Ctalms Involving American Express...........46
26. hlnterCardNsa.0luover and American Express Card Acceptance.............29 393 Treatment of the American Express Brand..............................46
26.1 Card Dessriptbns......................................................29 394 Treatment of American Express Marks..................................47
262 Elfective/Erphailon Date,..............................................31 39.5 Treatment of American Express Card Member Informatsm..............47
263 Valid S:gnaluce........................................................31 396 Prohibited Uses of the American Express Card..........................47
26A Users Other than Cardholders..........................................31 391 American Express Tramankni Data........................:............47
26.5 Soe[lal Tvms..........................................................31 398 Treatment olAmedcan Espen Cardhddel lnlarmation.................47
266 Delayed Delivery or Deposit Balance....................................31 39.9 Disclosure and Use of Data Collected Under Agreement.................47
261 Retuning Transaction and Mcau:horUed Order Regulation..............32 3991 Consent for American Express to Contact You by Phone,
268 Cutin Rules and Requhnmems........................................32eMall.Teatwfacsimile.................................................47
26.9 Card Acceptance.......................................................33 3997 Op1Out...............................................................47
26.10 Deposits of Pdrr[(pals..................................................33 39.10 Conversion too Oirect Relationship with American Express..:...........d]
26.11 Merchants In the Lodging Industry.....................................33 39.11 Reserved..............................................................43
26.12 Customer Activated Tenpinal%and Sell Service Terminal.................33 39.12 Third Parry Beneficiary Right,..........................................48
26.13 Displays and Advertising...............................................33 39.13 Your Right to Opt Out of American Excess Card Acceptance............48
26.14 Ush Payment,by and Cash Disbursements to Cardholders.............34 39.14 Collection shom American Express Cardholder..........................48
26.15 Discover Cash Over Trantaction........................................34 39.15 Completing a Transaction at the Plant of Sale...........................48
76.16 telecommunication Transactions.......................................34 39.16 In Person Charges......................................... ............48
77. Suspect Transactions..........................................................34 39.17 Electronic Charges or Key Entered Cha•qes.............................48
7B. Completion of Sales Drafts and Credit Drafts...................................35 39.10 I.bgnetk Stripe Ca rd Charges,............................. ...........48
28.1 Information Required................................................. 35 39.19 AmericanExpress Mobile Conmctless Chants es..........................all
282 hiall/relephone/Internes lEmmmerce2 3920 American Express Comart Chip Charges................................48
Onlri and Other Card Nct Present Sales........................ .. ...36 3921 American Express Comacdess Chip Cha:qes............................reg
283 Custom ,Sert4c7elephonc Numbers far Cads Other Thai ' 3922 American Express Key-Emered Charges................. ...............48
t'aslerta.d Yila and Ds:eva. .... . ... ...... .. ........ .. ...3; 1921 Keyed tloMp•Int Y.rAxcican Exyei.iram:Ypnt. .. .. ....43
N GuSecunty .... ................................. ..... .. . ..... ... . 37 39241aerchaitL7<b+mlNormauon Obplay Guidtlnn .... ..49
791 Payment Card Industry Data Secootl'Standa•d.IPC10551-.... .... ....37 3925 Aggregated Chmges...................._........... .... ...........49
292 Data Security RegOements..............._......... . ....�...... ..38 39.26 American Express Prepa dCard Security Features.......................49
29.3 Compliance Aud,ts................... ....... ..... ............. ...35 3917 American Express Pmcsas'ng Prepad Cards................ ............49
29a Immediate list ce 3ce,.,cd........ ..... .... .. . .................3E 3928 American Express Pol4ies and Procedures fw Spee Fclndonces... ....49
295 Inver:iga:iC................. .......... ..... ... .... . ... .. ....35 3929 American E.oressExzesvm Disputes........... .......................Sl
2n Required Information ler Disccver NeC:rrk Security Breaches.... .. . -33 3930 Ametlnn Exuasfight to,lfodllyw TOmina>e 4grttmen ... ...... 51
297 Me¢ham prodders.............. ....... ..............._. ...... ...38 3931 Acceptance Procedures for American Esxest -
298 Rescued.................. ... ................I......................35 Tuvelels and Gift Chedues-_....................... ..... ...... .....51
29.9 Costs......................... ............... .................. ....33 40, CdeSsary................................... ..................................52
30, Authcrizatlom.................................................. ...........39 41. Additional lm portant information.....-............... .. .. ........ .... SS
30,1 Card Not Present Tramacilons.... ............ ......... . ...........39 41.LElecuoNtfunding Authodz4on... ............ ... ....................55
302 Authorization da Telephone 41.2 Fund ng Acknovfedgemem.................... ..... ...... .. .... ._55
.Oche:Then Terminal/Oectrw+:<Oedce UserA ... . ... . . .. ... ..
3; 41.3.Arida canal Fees.fees Rela:ed Inform.::en and Eady It,m nation . _......55 '
303 AuthenzaOen Na Electronic Dedces.... :.... .. .... .... .. . ... 39 414 Addresses For Ne:ices.............. ....... ..... . ... 55
304 shad Part7Autho!izatton5ysiem............................. .........39 PARTIII: Third Party Agreements
305 Automated Dispensing Machines............ ..........................40 I.OieleCheck Services Agreement.................... ..... .................57
V91y70;PEVW O/1A1
1 _-
i
hi r
Please read the Merchant Processing 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(which includes your Merchant Processing Application,
the foregoing Program Guide,and the schedules thereto and documents Incorporated herein)with Bank and/or Processor.The following
Information summarizes portions of your Agreement in order to assist you in answering some of the questions we are most commonly asked.
t. Your fees for certain Services set forth In this Agreement are based S. We have assumed certain risks by agreeing to provide you with Card
an the interchange rates set bythe Card Organization.Any transactions processing or check services.Accordingly,we may take cenaln actions to
that fail to qualify at your Anticipated Interchange Levels will be mitigate our risk including termination of the Agreement,and/or hold
charged an additional fee(See Section 5 of the Merchant Processing monies otherwise payable to you(see Card General Terms In 10,Term;
Program Guide). Events of Default and Section I I.Reserve AccounUSecurity InteresAunder
2. We may debit your bank account from time to time for amounts owed certain circumstances.
to us under the Agreement. 7. By executing this Agreement with us you are authorizing us to obtain
3. There are many reasons why a Chargeback mayoccur.When they occur financialand credit information regarding your business and the signers
we w11 debit your settlement funds or senlement account.Fm a more and guarantors of the Agreement until all your obligations to us are
detailed discussion regarding Chargebacks,see Section 35 or the uus6ed.
Merchant Processing Program Guide. 8. The Agreement contains a provision that in the event you terminate the
4. If you dispute any charge or funding,you must notify us within 60 Agreement prior to the expiration of the applicable term,you may be
days of the date of the statement where the charge or funding appears responsible for the payment of an early termination fee as set forth in
for Card Processing. Section 413 under'Additiaoal Important Information:
5. The Agreement limits ourllabllity to you.For a detailed description 9• Third Party Services.To the extent you have elected to obtain any third
of the limitation of liability,see Section 7of the Card General Terms patty services package,please ensure that you review and understand the
terms and conditions contained In Pan III(Thfrd Pany Agreements)relevant
to such third party services.
10.Card Organization Disclosure
Member Bank Information:Wells Fargo Bank
The Bank's mailing address is Wells Fargo Bank,1200 Montego,Walnut Creek CA 94598 and its phone number is 1-800-451-5817.
Important Member Bank Responsibilities: Important Merchant Responsibilities:
a) The Bank is the only entity approved to extend acceptance of -a) Ensure compliance with cardholder data securityand storage requirements.
Card Organization products directly toamerchant. b) Maintain fraud and chargebacks below Card Organization thresholds. -
b) The Bank must be a principal(signer)to the Agreement, c) Review and understand the terms of the Merchant Agreement.
c) The Bank is responsible for educating merchants on pertinent d) Comply with Card Organization Rules and applicable law and regulations.
Visa and MasterCard Rules with which merchants must comply: e) Retain a signed copy of this Disclosure Page.
but this information may be provided to you by Processor.
d) The Bank is responsible for and must provide settlement funds f) you may download'Visa Regulations from Visa's website at:
to the merchant. hitp)/usa.visa.com/morchants/operatims/op_regulations.himi.
e) The Bank is responsible for all funds held in reserve that ate g) You may download'MasterCard Regulations from MasterCard's website at:
derived from settlement. htip:ti% nv.mastercard.com/us/merchanttsupport/rules/himi.
Print Client's IRS Legal Filing Name:
By Its signature below,Client acknowledges that it received(either in person,by facsimile,at by electronic transmission)and read the complete
Program Guide l Version W FB 1707 REV00(7/1411 consisting of 63 pages linduding this confirmation),which is incorporated into its Agreement,
and agrees to comply with all terms set forth therein.Upon receipt of a signed original of this Confirmation Page by us,your Application for
merchant processing services will be reviewed.Client understands that Its Application Is subject to approval by us.
Client understands that a copy of the Program Guide Is also available for downloading from the Internet at:
www.welisfargo.com/downloads/pd(lbix/merchantiptogram-guide.pdf
CLIENT'S BUSINESS PRINCIPAL:
Signature(Please sign below):
X
Tale Dae
Please Print Namc of S:gner
t'RBi IDI GEV40l]na1
. r r
Please read the Merchant Processing 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(which Includes your Merchant Processing Application,
the foregoing Program Guide,and the schedules thereto and documents Incorporated berein)with Bank and/or Processor.The following
Information summarizes portions of your Agreement in order to assist you in answering some of the questions we are most commonly asked.
1. Your fees for certain Services set forth In this Agreement are based 6. We have assumed certain riesk�s by agreeing to provide you with Card
onthe interchangentes set by the Card Organintion.Any transactions processing or check servicaL ordinglyry"Pnay take cenain actions to
that fail to qualify at your Anticipated Interchange Levels will be mitigate our risk.includin�milnatlen�,Ooflhe Agreement.and/or hold
charged an additional fee(See Section 5 of the Merchant Processing monies otherwise payable t •,.,�,s�ee�,G7ard Gen�ei,5,1,1erms in IO,Term;
Program Guide). EventsofDelauh ar g,5 on 11.R' esersh/lccour%6Writy lnterest),under
z. We maydebit your bank account from time to time for amounts owed certain drtumstancet +** -"°p+n�
to us under the Agreement 7. By executing this Agreement with us yolsa� uthoriang us to obtain
3. There are many reasonswhy a Chargeback mayoccur.When they occur financial and GMR6n ation regarding your business and the signers
we will debit your settlement funds or settlement account For a more and guarantors the reentrant until a0 your obligations to us are
detailed discussion regarding Chargebacks,see Section 3S of the satisfied. ..'
tiLAti
Merchant Processing Program Guide. 8. The Agreement contaimaprovlslon Bar in the event you terminate the
4. If you dispute any charge or funding,you must notify us within 60 Agrreme t pdo&to the ezpirat aT o he applicable term,you may he
days of the date of the statement where the charge of funding appears responsibl� ePpay
ihameenntt of an early termination fee as set forth in
for Card Processing. SectOn 4113unde�Aild'Nonal llmponant Information:
S. The Agreement limits our liability to you.For a detailed description 9. Third Party Semi oVee ant you have elected to obtain any third
of the limitation of liability,see Section 7 of the Card General Terms. °+``panyservAcespacbbgo.please ensure that you review and understand the
{rttermsandconr i ns contained in Part III(Third Party Agreements)relevant
J:[ti,e to such Ihir prf1Oa'rtyservices.
10.Card Organization Disclosure r
Member Bank Information:Wells Fargo Bank IJr.
The Bank's mailing address is Wells Fargo Bank,1200 Mon Iego,Walnu't Creek,CA 94598 nd its phone number is 1-800.451.5817.
Important Member Bank Responsibilities:
p p L rn •`'� Important Merchant Responsibilities:
al the Bank is the only entity approved to extend acceptance Ofn;7;La}E`sure compliance with cardholder data security and storage requirements.
Card Organization products directly toamerchant. b)sMalntaln fraud and chargebacks below Card Organization thresholds.
b) The Bank must be a principal(signer)to the Agreement. ORevlew 'nd understand the terms of the Merchant Agreement.
0 The Bank Is responsible for educating merch n son pertinent d),Co�ywith Card Organization Rules and applicable law and regulations.
Visa and MasterCard Rules withwhich merchants must comply;
but this information may be provided to you by Processor. F�)l Retain a signed copy of this Disclosure Page.
'�'+:+• �df�) Nou may download*Visa Regulations'from Visas website at:
d) The Bank is responsible for and must provide settlement funds _+-
tothe merchant. '` -� -`a httpJ/usa.visa.com/merchants/operations/op_regulations.htmi.
e) The Bank is responsible for all frnds of in reservethat are �;p 91 You maydawnload'MasterCard Regulations'from MasterCard's website at:
derived from settlement hilp9lwww.mastersaideam/uz/merchanVsupporUrules/hemi,
t`;r . - J
>< _ /
Print Client's IRS Legal Filing Name' •.L- 1-'--/
ri a gess
By Its signature be�aw,Client e[knowledges that it received(either In person,by Iacsimile,or by elenlcrontransmisslonl and read the complete
Program Guide(Vernon WFB1707 REV00(7/14)1 consisting of 63 pages(including this confirmation),which is incorporated into its Agreement,
and agrees to compiy with all terms set foith therein.Upon receipt of a signed original of this Confirmation Page by us,your Application for
merchant processing services will be reviewed.Client understands that Its Application Is subject to approval by us.
Client understands that a copy of the Program Guide Is also available for downloading from the Internet at:
1 't '�.wellsfargo.com/downloadslpdf/bix/merchant/program-guide.pdf
CLIENT'S BUSINESS PRINCIPAL:
Signature(Please sign below):
X •
title Date
Please Print Name of Signe
V! 1707 REVOO 17r IJ)
A. CARD GENERAL TERMS 3.7. 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 anyamounts due or to become due from
us is expressly subject and subordinate to Chargebacksetoff liertsemrilylnterest
Subject to Card Organization Rules,Services may be performed by us or our and our rights to withhold settlement funds under this Agreement,without
agents,Including without limitation,our respective Affiliates.Including the regard to whether such Chargeback setoff,lien,security interest and the
provision of terminals lir other equipment and local support functions in withholding of senlement funds rights are being applied to claims that are
connection with fhb Agreement liquidated,un inifdated,fhxed,contingent,matured or unmutated
Operating2.
During the term of this Agreement,you shall use us as your exclusive provider of
You agree to followall requirements ofthis Agreement in connection with each all Services.
Card transaction and to comply with all applicable Card Organization Rules, Due
including,withoucfrnitatiortthe data securityrequtrements described in section S.1. In consideration of the Services provided by us,you shall be charged,and
29.From time to time,we may amend the Operating Procedures,by providing hereby agree to pay us any and all fees set forth in this Agreement(for purposes
you with at least twenty(20)days!prior written notice,and those provisions%ill of clarity,this includes the Application and any additional pricing disclosures or
be deemed incorporated into this Agreement.Howeveyfar, changes in the Card subsequent communications),all of which will be calculated and payable
Organization Rules or for security reasons,certain changes In Card procedures pursuant to the terms of this Agreement and any additional pricing disclosures or
may become effective on shorter noticelfthere ate any Inconsistencies between subsequent communications.
the GeneralTermsand the OperatingProcedures,tire General Terms will govern. if a transaction fails to qualify fat your anticipated Interchange programs or you
You are responsible for staying apprised of all applicable changes to the Card Inadvertently oAntmtionallyaccept a transaction other than anticipated foryour
Organization Rules and maintaining compliance with the card Organization account(including a different Card type),then,as applicable to your pricing
Rules.Card Organization pules may be available on the web sites such as method,you maybe charged higherfeesas disclosed In your pricing disclosures
hltni/usayiso.com/merchanls//ooefations/oo regulations tient and or subsequent communications,as well,arty applicable surcharge for that
httoJ/mostefcardmerchant.com.These links may changefromtime to time. transaction,allas further describedin Section413 of this Agreement and in the
3. Settlement of Card Transactions Application.With respect to inadvertent orimentional acceptance life transaction
3.1. We will an"required to settle Cad transactions for Card types sped red other than the type anticipated for youraccaunt(including a different Card type),
in your Application.Promptly after presentment of Sales Drafts pursuant to the you will also be subject to payment to us of our themcurrent transaction feels)
Operating Pfocedures,we will initiate a transfer of theapplicable settlement funds with respect to such Card and/or transaction and be liable,obligated and
responsible under this Agreement for anysuch transaction to the same extent as
3.you. would be if It was of a Card l elected and
you rch leaseappicived.For
ww gisa..cons and
3.2. on
Unless olhervdsragreed tomvnking tolbe contrary,all(tesla Services on Visa's and MasterCard's interchange rates,please go to www.viu.com and
are deducted as iisclosedin accordance to your pricing disclosuresor subsequent www.masterce.[d.S=.
communications.All settlements for Visa,MasterCard Discover and American S.2. Should you have questions regarding any Non-Qualified fees
Express Cardtransactiomwill barrel ofCredii"ummary Adjustments,applicable (including Noor-Qualified Interchange Fees or Non-Qualified Surcharge),
discount feeswhen clue,Chargebacksarvl anyolheramounts then duefrom you. submit a Non-Qualified Fee Inquiry INFq request in writing(either letter,fax
We may also set off from any payment sotherwise due.arty amounts owed to any or email)within 90 days from the mag date(post mark)of the monthly
of our respective Affiliates,whether of not arising out of or related to this statement In question.Note that NFl requests received after the 90 day limit
Agreement. may not be considered for refund reWeer.The subject line or reference at the
3.3. All credits to your Settlement Account at other payments to you are top of your NF1 request must state"Nan-0ualHled Fee Inquiry."Your NF1
provisional and are subject to.among other things,our right to deduct fees,our request must Include your merchant name, merchant number, billing
final audit.Chargebacks including our related losses).fees and fines imposed on address,and the month of the processing statement on which the man-
us bythe Card Organizations asaresult ofyow acts or omissions.Youagfee that qualiRedfees appeared When poss(ble,also include a copy of the statement
we may debit or credit your Settlement Account for any deficiencies,overages, an which the fees in question appear.Written fee Inquiries should be
fees and pendingChargebacks and any other amounts owed to us or any of our submitted by email to D@wellAaraomerchamsarvladlc.com:via
respective Affiliates,or we may deduct such amounts from Settlement funds or fax to(954)509.1822;or If malled,seat to:Welts Fargo Merchant,Services,
other amounts due to you from us.or our respective Affiliates You further agree LLC,P.O.Box 6699,Hagerstown,MD 21740,Attn:NFl Investigations Unit.
we can offset any amounts wed to us or our Affiliates related to activity in other We will provide a written response to your NF1 with an explanation.if
accounts maintained in your name or accounts guaranteed by you,any of your through our research,we find that a refund is due we will creditw account
pfincipals,guarantors or authorized signors.Altematively,we may elect to invoke within 30 days from the date our research was completed.NFl requests not
you for any such amm arm net due 30 days after the inmice date 0r an such earlier received in accordance with the foregoing shall not be subject to the
date as maybe specified, response limes set forth in this Section.
3.4. We will not be liable for any delaysin receipt of funds or errors in debit and 5.3. All Authorization fees wA be charged for each transaction that you attempt
crerhh entries caused by you or any other Person. to authorize All capture fees will be charged for each transaction that you
3.5. In addition to any other remedies available to us under this Agreement, transmit to us for settlement If you are billed a combined fee for both the
youagreethat shoufdany Event of Default(see5eclion 10.4)occucwenuy,vdth authorization and capture of a vansactiogthe authorization and capture must be
or without notice,change processing or payment terms and/or suspend credits submitted as a single tramaction,otherwise the authorization and the capture
or other payments of any and all funds,money and amounts now due or hereafter will each be charged separately,You are responsible for utilizing software or
to become due to you pursuant to the terms of this Agreement,until we have services that will correctly submit these transactions to achieve the indicated
had reasonable opportunity to investigate such event. billing.
3.6. You acknowledge and agree that transfers to and from the Settlement SA. The fees for Services set forth In this Agreement are based upon
Account shall be based on the account number and routing number supplied assumptions associated with the anticipated annual volume and average
by you.We ate not responsible for detecting errors in any Settlement Account transaction size for all Services as set forthin this Agreement and your method of
information you provide,including the account numbers and routing numbers, doing business.if the actual volume or average transaction size are not as
even ifany of those numbers do not correspond to the actual account or financial expected or if you significantly after your method of doing business,we may
institution identified by name. adjust your fees for Services without prior notice.
%Fes 707 REV114)p/141 8
S.S. The fees for Servicesset forth in this Agreement maybe adjusted torefen activities,Such debits shall not be subject to any limitations of time specified
increases pr new Errs Imposed by Card Organizations, including without elsewhere in the Agreement,Including,without limitation the following,which
limitation,interchange,assessments and other Card Organization fees,or to pass we may add to or delete from this list as changes occur In the Card Organization
through increases or new fees charged to us by third parties related to the Rules or our Operating Procedures pursuant to Section 2:.
Services.All such adjustments shall be your responsibility to pay and shall become Card Organization fees,charges,fines,penalties,registration fees,or other
effective upon the date any such change or addition is implemented by the assessments including any fees levied against us or any amount for which you
applicable Card Organization or third parry as specified in our notice to you. are obligated to indemnify us.
5.6. Subject to Section 10.3,we may also increase our fees or add new fees for Currency conversion was incorrectly calculated.NOTE:For Discover Network
Services for any other reason at any time by notifying you thirty(30)days prior to transactions,you are not permitted to convert from your local Discover
the effective date of any such change or addition. Network approved currency into another currency,not may you quote the
5.7. If you receive settlement funds by wire transfer,we may charge a wire price of a transaction in U.S.Dollars if completed in another approved
transfer fee per wire. currency.
5.8. To the extent the Automated Clearing House(ACH)settlement process is Fees for Services not previously charged.
used to effect debits or credits to your Settlement Accournyou agree to be bound Reversal of deposit posted to your account in error.
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 Debit for Summary Adjustment not previously posted.
credit and debit entries and adjustments to your account through the ACH Reversal of Credit for deposit previously posted.
network and/or through direct instructions to the fnancial institution where your Debitfor Chargeback never posted to your account.
Settlement Account Is maintained for amounts due under this Agreement and Debit for EDC Batch error fee.
under any agreements with us or our respective Affiliates for any products or Card Organization Merchant Chargeback/fraud monitoring fees-excessive
services,aswell asforarrycredit entries in ertor.You herebyauthorize the financial Chargeback handling fees.
institution where your Settlement Account is maintained to effect all such debits Failure of transaction to meet Member Controller Authorization Service
and credits to your accouni.This air horirywill remain in full force and effect until
we have given written notice to the financial institution where your Settlement ('MCAS•1-Cardholder account number on exception file.
Account is maintained that all monies due under this Agreement and under any Original transaction currency(foreign)not provided.
other agreements with us or our respective Affiliates for any products or services Travel Voucher exceeds maximum value.
have been paid in full. Debit and/or fee for investigation and/or Chargeback costs related to this
5.9. You agree to pay any fines imposed on us by any Card Organization Agreement,or for costs related to our collection activities In an amount no
resulting from Chargebacks and any other fees or fines Imposed by a Card less than S100.00.
Organization with respect to your acts or omissions.You are responsible for any Costs arising from replacement or damage to equipment rented.
Fines orfees imposed on us as a result of acts or omissions by your agents or third Payment of current or past due amounts for any equipment purchase,rental
ponies. or lease.
5.10. If your Chargeback percentage for any line of business exceeds the Incorrect merchant descriptor(name andfor city,state)submitted.
estimated industry Chargeback Percentage, you shall, in addition to the
chargebackfeesandany applicable Chargeback handling fees orfines,pay usan Incorrect transaction date submitted.
excessive Chargeback fee for all Chargebacks occurring in such month in such Shipping and handling fees.
line(s)of business.Each estimated industry Chargeback Percentage is subject to Costs or expenses associated with responding to any subpoena,garnishment.
change from time to time by us in order to reflect changes In the industry levy or other legal process associated with your account in an amount no less
Chargeback Percentages reported by Visa,MasterCard,American Express or than S150.00.
Discover.Your Chargeback Percentage will be calculated as the larger of(a)the 6.Chargebacks�
total Visa,MasterCard,American Express and Discover Chargeback items in any
line of business in anycalendar month divided by the number of Visa,MasterCard, 6.1, You shall be responsible for reimbursing us for all transactions you submit
American Express and Discover transactions in that line of business submitted that are charged back See the Operating Procedures for additional Information
that month,or(b)the total dollar amount of Visa,MasterCard,American Express regarding Chargebacks and Chargeback procedures.
and Discover Chargebacks in any line of business received in any calendar month 6.2. You shall reimburse us for any Chargebacks,return items,or other losses
divided by the total dollar amount of your Visa,MasterCard,American Express resulting from your failure to produce a Card transaction record requested by us
and Discover transactions in that line of business submitted in that month. within the applicable time limits.
5.11. You agree to promptly and carefully review your merchant statements or
other documents provided or made available to you(physically,electronically or
otherwise provided by Us or others)reflecting Card transaction activiry,Ind uding,
activity in your Settlement Account-if you believe any adjustments should be ' -
made with respect to your Settlement Account,you must notify us in writing 7.1. Without limiting any other warranties hereunder,you represent warrant
within sixty 150)days after any debt or credit is,or should haw beer,effected or to and covenants•.ith us,and with the submission of each sales Draft reaffrm,the
such shorter period as provided in the terms and conditions that govern such following representations,warranties and/or covenants; ,
account.If you notify us after sixty(60)days,we shall have no obligation to
investigate or effect any adjustments.Any voluntary efforts by us to assist you in 7.1.1• each Card transaction is genuine and arises from a bona fide
investigating such matters shall not create any ob0gation to continue such transaction permissible under the Card Organization Rules by the Cardholder
investigation or any future investigation. directly with you,represents a valid obligation for the amount shown on the Sales
5.12, If you do not pay us all fees and any other amounts due under this Draft.preauthorize order,or Credit Draft,and does not involve the use of a Card
Agreement within thirty(30)days of the date of our merchant statement or other for any other purpose;
statement Bening forth the amount due,then we may,in our sole discretion, 7.1.2. each Card transaction represents an obligation of the related
charge you interest,for such time that the amount and all accmed interest remain Cardholder for the amount of she Ca rd transaction;
outstanding at the lesser of(i)the per annum rate equal to Bank's then current 7.1.3. the amount charged for the Card transaction is not subject to any
prime rate plus two percent(246 based on a 360 day year,or(5)the maximum dispute.setoff at counterclaim,
rate permitted by applicab'e law, 7.1.4. each Card transaction amount is only for respective merchandise or
5.13. Other Debits. We may also debit your Settlement Account or your services lincluding taxes,but without any surcharge)sold,leased or rented byyou
settlement funds in the event we are required to pay Card Organization fees, pursuant to your business as ind'cated on the Application and,except for any
charges,fines,penalties or other assessments as a consequence of your sales delayed delivery or advance deposit Card transactions expressly authorized by
svr81707 Rev_a 0nr1 9
this Agreement, the merchandise or Service was actually delivered to or SERVICES PERFORMED IN THE IMMEDIATELY PRECEDING 12 MONTHS,WHICHEVER
performed fur the person entering into the Card transaction simultaneously upon IS LESS.
your accepting and submitting the Card transaction for processing; 75. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY
7.1.5. with respect to each Card transaction,you have no knowledge or INCLUDING BUT NOT LIMITED TO SECTION 131,OUR LIABILITY TO ANY DELAY IN
notice of arty fact,circumstances or defense which would indicate that such Card FUNDING TRANSACTIONS TO YOU FOR ANY REASON,OTHER THAN FOR ANY
transaction is fraudulent or not authorized by the related Cardholder or which REASON DESCRIBED IN SECTIONS 3.4,3.6 OR 22.1,WILL BE LIMITED TO INTEREST
would otherwise impair the validity or collectBxTity of the Cardholders obligation COMPUTED FROM THE DATE THAT YOU SUBMIT THE TRANSACTION TOTHE DATE
arising from such Card transaction or relieve the Cardholder from liab:fity with THATWE FUND THETRANSACTION ATTHE RATE OF THE FEDERAL FUNDS,ASSET
respect thereto BYTHE FEDERAL RESERVE BANK OF NEW YORKNEW YORK FROMTIMETOTIME.
7.1.6. each Card transaction is made In accordance with these General Terms. 7.6. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,
Card Organization Rulesand the Operating Procedures; BANK 15 NOT RESPONSIBLE,AND SHALL HAVE NO LIABILITyTOYOU IN ANYWAY
7.1.7. each Sales Draft 15free of any alteration not authorized by the related WITH RESPECTTO NON-BANK CARD SERVICES.
Cardholder,
7.1.8. you have completed one Card transaction per sale;or one Card B.I. Unless you obtain It.
from us and each a
transaction per shipment of goods for which the Cardholder has agreed to partialess y applicable Card
shipment; Organization,Issuer and Cardholder,you mu sl not use,disclose,store,sell or
7.1.9. you are validly existing,in good standing and free to enter into this disseminate any Cardholder Information obtained In connection with a Card
transaction(Including the name;addresses and Card account numbers of
Agreement; Cardholders)except for purposes of authorizing,completing and settling Card
7.1.10. each statement made an the Application at other information transactions and resolving any Chargebadss,Retrieval Requests or similar issues
provided to us in support of this Agreement Is true and cosec; Involving Card transactions,other than pursuant to a court or governmental
7.1.11.you are not doing business under a name or style not previously agency request,subpoena or order.You shall use proper controls for and limit
disclosed to us; access to.and render unreadable prior to discarding,all records containing
7.1.12. you have not changed the nature of your business,Card acceptance Cardholder account numbers and Card imprints.You may not retain or store
practices.delivery methods,return policies.or types of products or services sold Magnetic Stripe data or Card Validation Codes after a transaction has been
requiring a different Merchant Category Code('MCC')under Card Organization authorized ifyou stare any electronically captured signature of a Cardholder,you
Rules,In a stray not previously disclosed to us; may not reproduce such signature except upon our specific request.
7.1.13.you will use the Services only for your own proper business purposes BZ You acknowledge that you will not obtain ownership rights in any
and will not resell,directly or indirectly,any pan of the Services to any Person; information relating to and derived from Card transactions.Cardholder account
7.1.14.you have not filed a bankruptcy petition not previously disclosed to numbers,personal Information and other Card transaction informatlon,including
us; any databases containing such Information,may not be sold or disclosed to a
7.1.15. you own and control the Settlement Account,and no third pany third partyas an asset upon a bardruptcy.Imalvency or failure of Client's business.
security interest or Ben of any type exists regarding the Settlement Account or Upon a bankruptcy.Insolvency or failure of Client's business an Card transaction
any Card transaction. information most be returned to Servicers or acceptable proof of the destruction
of all Card transaction information muss be provided to Servicers.
7.1.16. a uncleu wig thisnot Agreement
t have then pa*drm in
Ag rant or pledge
ge all 8.3. You will treat this Agreement,the Card Organization Rules and any
amounts due under this Agreement have been pa'd les full,grant or pledgo any information suppled or otherwise made accessible by us or our agents as
securityinletest often in the Reserve Account,Settlement Account or transaction confidential,including without limitation,/J information about the products,
proceeds to any Person without out consent; services,o ration; oceduies,ctntamers,su liemmi
7.1.17. the Card transaction is not a payment for a product or service that pr PP e;pncrngb ecust plans
and tsandsu strategies of ofTh Them;
respective Affiliates and thefor amen;
violates federal,state or]out Wsv in anyjurisdiction that may be applicable. clients aril suppliers of arty of lhem;(il any scientific or technical information,
7.2. THIS AGREEMENT IS A SERVICE AGREEMENT.WE DISCLAIM ALL REPRE- design,process,procedureformub,a improvement that Is commercially valuable
SENTATIONS OR WARRANTIES,EXPRESS OR IMPLIED,MADE TO YOU OR ANY and Secret in the sense that its confidentiality affords Servicers a competitive
OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES advantage over its competitor;and(if)all confidential or proprietary concepts,
REGARDING QUALITY,SUITABILITY,MERCHANTABILITY,FITNESS FOR A PART- documentation,reports,data,specifications,computer software,Source code,
ICULAR PURPOSE,NONWFRiNGEMENT OR OTHERWISE OF ANY SERVICES OR ANY object code,flow charts,databases,Invention;know-how,showhow and trade
GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS secrets,whether or not patentable or copyrightable and will not disclose the same
AGREEMENT,INCLUDING WITHOUT LIMITATION,ANY SERVICES OR ANY GOODS to any third parties,provided,however,that these restrictions do not apply to
PROVIDED BY ATHIRD PARTY. information;(a)rightfully obtained on a non-confidential basis from a Person and
7.3. IN NO EVENT SHALL EITHER PARTY,ORTHEIR AFFILIATES OR ANY OF OUR your agents and representatives,which Person was not subject to a duty of
OR THEW RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR confidentiality.(b) rightfully and independently known by you an a mm-
SUBCONTRACTORS,BE LIABLE UNDER ANYTHEORYOF TORT.CONTRACT.STRICT confidential basis prior to its disclosure or fel generally available to the public
LIABILITY OR OTHER LEGALTHEORY FOR LOST PROFITS,LOST REVENUES.LOST other than through any disclosure by or fault of you,your agents or
BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL. INCIDENTAL. representatives.
INDIRECTORCONSEQUENTIAL DAMAGES,EACHOFWHICH IS HEREBY EXCLUDED 83.1.Our confidential information")be used by you only to exercise your
BY AGREEMENT OF THE PARTIES,REGARDLESS OF WHETHER SUCH DAMAGES rights and to perform your obligations hereunder.Client shall receive our
WERE FORESEEABLE OR WHETIIER ANY PARTY OR ANY ENTITY HAS BEEN confidential information in confidence and not disclose the confidential
ADVISEDOF THE POSSIBILITY OF SUCH DAMAGES,CLIENT ACKNOWLEDGES AND information to any third party,except as may be agreed upon in writing by us.
AGREES THAT PAYMENT OF ANY EARLY TERMINATION FEE OR LIQUIDATED Client shag safeguard all of our confidential information using a reasonable
DAMAGES AS PROVIDED ELSEWHERE IN THIS AGREEMENT SHALI NOT BE degree ofcare,but not leu than that degree of care used by it in safe guarding its
PROHIBITED BY THIS PARAGRAPH. own similar Information or material,Upon request by us or upon termination of
7.4. NOTWITHSTANDING ANYTHING IN THIS AGREEMENTTOTHE CONTRARY this Agreement,Client shall return to us or destroy all of our confidential
(INCLUDING BUT NOT LIMITED TO SECTIONS 13 or 75).OUR CUMULATIVE Information in its possession or control.
LIABILITY FOR ALL LOSSES,CLAIMS,SUITS.CONTROVERSIES,BREACHES OR 831. The obligations of confidentiality and restrictions an use in this Section
DAMAGES FOR ANY CAUSE WHATSOEVER(INCLUDING,BUT NOT LIMITED TO, shall not appyto anycoMdential information lhal:U)was in the public domain
THOSE ARISINGOUTOF OR RELATEDTO THIS AGREEMENT).REGARDLESS OF THE prior lothedate ofthe Agreement or subsequentlycame into thepublic domain
TORN OF ACTION OR LEGAL THEORY SIIALL NOT E'XCEED.R)SSO.000;Ofl 00THE throughnofault ofCBenC(ii)was received froma third panyfree ofanyobligstioh
AMOUNT OF FEES RECEIVED BY US PURSUANT TO THIS AGREEMENT FOR of confidence of Client to the third party and which third party.to Client's
WFallal REVOo(7114) 10
knowledge,was not under an obligation to keep the information confidential;(iii)
was already in Client)i possession prior to receipt from us:(iv)is required to be
disclosed bylaw,regulation or court order after giving us as much advance notice 9.1. Any transfer or assignment of this Agreement by you,without our prior
as practical of the possibility of disclosure: or (v) is subsequently and, written consent,by operation of law or otherwise,is voidable by us.Any transfer
independently developed by Client's employees,consultants or agents without of voting control of you or your parent shall be considered an assignment of
use of or reference to our confidential information. transfer of this Agreemem.Funhermore,you shall indemnify and hold us harmless
8.3.3. Except as specifically provided for herein,this Section does not confer from all liabilities.Chargebacks,expenses,costs,fees and fines arising from such
any right.license,interest or title into or under our confidential Information to transferee's or assignees Submission of Card transactions to us for processing.For
Client.Except as specifically provided for herein,no license is hereby granted to purposes of this Section 9,any transfer of voting control shall be considered an
Client under any patent,trademark copyright,trade secret or other proprietary assignment or transfer of this Agreement.
rights of ours. 9.2. The payment services provided by us require access to a single bank
8.3,4. Client acknowledges that breach of the restrictions on use or account in whichwe may initiate bothcredits and debits.You maynotenterinto
disclosure of any of our confidential information would result in immediate and any agreement that would require,in any circumstance or event,the transfer of
irreparable harm to us,and money damages would be inadequate to compensate any payments or proceeds from Card transactions covered by this Agreement to
for that harm.We shall be entitled to equitable relief,in addition to all other the custody or control of any third party.You may not assign any rights,Including
available remedies,to redress any breach. the right of payment under this Agreement,to any other person.In the event that
8.4. With respect to any information received by us from Client via its use of you make an assignment(or provide a security interest)of receivables covered by
the Services,we will keep such information confidential In accordance with this Agreement,then we may,at our option,elect to(a)refuse to acknowledge
applicable law;providedthat we may disclose such information(11 to third parties such assignment unless accompanied by an authorization to both initiate debits
as we deem appropriate to provide the Services,(if)our auditors and attomeys or credits to the bank account of the assignee,(b)terminate this Agreement
(internal and external)and regulators,iii)as required or permitted by lase, immediately,or(c)charge for any transfers that we are called upon to make
regulation or conn order Uv)to our respective Affiliates as we deem appropriate. manually to fulfill such an assignment at the rate of 5100 per transfer.
In addition,wemayuze data collectedas part of performing payment processing 93. Another Visa and MasterCard member may be substituted for Bank under
or other transaction-related services for you for the purpose of providing whose sponsorship this Agreement Is performed with respect to Visa and
additional products and services to you,other merchants,or third parties.As MasterCard transactions.Upon substitution,such other Visa and MasterCard
permuted by law this includes collecting,using,and anonymising cardholder member shall be responsible for all obligations required of Bank for Visa and
inform to pro i es,you
with anal other data from your transactions(Transaction
Data)to provide you with analytic products and services as well as collecting MasterCard transactions,Including without limitation,full responsibility for its
and using Transaction Data anonymized and aggregated with other merchants' Card program and such other obligations as may be expressly required by
transaction data to provide you,other merchants,and third parties with analytic applicable Caid Organization Rules.Subject to Card Organization Rules,we may
products and services. - assign or transfer this Agreement and our rights,duties and obligations hereunder
B.S. You shall not assign to any Person,the rights to use the Marks of Servicers, and/or may delegate or subcontract our righls,duties and obligations hereunder,
our agents or the Card Organizations. in whole or in pan,to any third party,whether in connection with a change in
8.6. All rights,iftle,and interest in and to all intellectual property related to the sponsorshipas so forth in the preceding paragraph,or otherwise,without notice
Services(including without limitation,the content of any materials,web screens, to you or your consent.
layouts,processing techniques,procedures,algorithms,and moth ads),owned, 9.4• Except as set forth elsewhere in this Section and as provided in the
developed or licensed by us prior to,during the term of,or after the Agreement, following sentence,this Agreement shall be binding upon successors and assigns
or employed by us in connection with the Services and any updates,changes, and shall inure to the benefit or the parties and their respective permitted
alterations,or modifications to or derivative works from such intellectual property, successors and assigns.No assignee for the benefit of creditors,custodian,receiver,
shall be and remain,asamong the Parties,ourexclusivepropeny trustee in bankruptcydebtor inpossession,or other person charged with taking
8.7. Client agrees that vie may obtain relevant information from any applicable cusiodyof a party's assets orbusfness,shall have anyright tocontfnue.assume or
telecommunications provider utilized by Cliem,as necessary to investigate any assign this Agreement.
allegation of fraud,suspected fraud or other actual or alleged wrongful act by
Client in connection with the Services. -
B.S. Client will not:(a)use the Services in anyway other than in accordance 10.1. This Agreement shall become effective upon the date this Agreement Is
with this Agreemenl,any supplied documentation,oras otherwise instructed by approved by our Credit Department.
us In writing:(b)use the Services,either directly or indirectly,to develop any 10.2. The initial term of this Agreement shall commence and shall continue in
service or product that competes with the Services:(c)disassemble,decompile, force for three years after it becomes effective.Thereafter,it shall renew for
decrypt,extract,reverse engineer,or otherwise attempt to access,ascertain, successive one year termsunless and until you provide written notice at least
reconstruct,derive,or appropriate for any season or purpose(I)the source code ninety(90)days prior to the end of the then current term or vire provide you with
for any software, or 04 any algorithm, process,procedure. idea, or other notice in accordance with the Agreement.Should you fail to notify us in writing
information contained in the Services;(d)modify,translate,or alter the Services in of your request to terminate you acknowledge and a gree you will continue lobe
any manner;(e)create derivative works of or based on the Services:M disclose or charged fees pursuant to this Agreement notwithstanding non-use of your
provide the Services m,or permit the Services to be accessed or used(in any account.lf you have an equipment lease,termination of this Agreement does not
formal at by any meaml by,any third party other than your authorized employees terminate that equipment lease,
and contractors who are subject to written confidentiality obligations binding 10.3. Notwithstanding the above or any other provisions of this Agreement we
upon such employees and contractors that are,no less restficiivb than the may terminate this Agreement at any time and for any reason by providing 20
confidentiality prfnisions hereunder,(9,directly or indirectly make any copies of
the Services,except for W backup/archival purposes,or(id only with respect to days'advance notice to you.We may terminate this Agreement immediately or
any supplied documentation,as reasonably necessary to facilitate use of the with shorter notice upon Event of Default as provided under Section 10.4 of this
Services as long as any such copies contain all appropriate proprietary notices: Agreemem.You may terminate this Agreement without penalty in the event of a
(h)remove,relocate,or modifyany proprietary rights notices relating the Services; material breach of this Agreement by ServicersAn the event we provide notice to
(it anempt to access.or actually access,portions of the Services not authorized by you of any new fees or increases in existing fees for Services,pursuant to Section
us for use;(j)rent,lease,sell,assign,sublicense,or otherwise transfer to air/third 5.6,you may terminate this Agreement without further cause or penalty by
party,whether by operation of law or otherwise,any of the rights granted notifying us that you are terminating this Agreement prior to the effective dace
hereunder;(k)use the Services for any unlawful purpeseAll use,access.nansfer, of such new fees or increases.However,maintaining your merchant account or
move.relocate,ship,ortransship the Services outside of the United States without your continued use of the Services after the effective date of any such fee changes
obtaining our advance written consent:or (m) circumvent,or attempt to shall be deemed your acceptance of such fee changes for the Services,
circumvem,any applicable security measures of the Services. throughout the term oflhis Agreement.
W111707REvoa17110 11
10.4. If any of the following events shall occur(each an'Event of Default'): such filing,we will not be able to systematically segregate your pont-fling
10.4.1. a material adverse change in your business,financial condition or transactions or prevent setroff of the pre-existing obligations.In that event you
business prospects;or will be responsible for submitting an accounting supporting any adjustments
10.4.2. any assignment or transfer of voting controlofyou oryour parenCor thasyoumayclaim.
10.4.3. a sale of all or a substantial portion of your assets;or IOB. The Card Organizations often maintain his of merchants who have had
10.0.4, irregular Card sales by you,excessive Chargebacla,noncompliance their merchantagreements or Card Acceptance rights terminated for muselfthis
with any applicable data security standards,as determined by Servicer;or arty Agreement is terminated for oause,you acknowledge that we may be required to
Card Organization,or arty other Person,or an actual a suspected data security report your business name and the names and other information regarding its
breach, nonconformance with any applicable data security standards, as principals to the Card Organizations for inclusion on such Ost(s).You expressly
determ!ned by Servicen any Card Organization,orarry,Other entity,or an actual agree and consent to such reporting if you are terminated as a result of the
or suspected data security breach,or arty other circumstances which,in our sole occurrence of an Event of Default or for any reason specified as cause by Visa,
or
cretion, increase our MasterCard or Discover.Furthermore,you agree to waive and hold us harmless
may exposure your Chargebacks or otherwise present from and against any and all claims which you may have as a result of such
a financial or security risk to us(induding your processing transactions for a reporting.
business type we have designated as unqua0fied for processing with us):or
10.4.5. any of your representations, warranties or covenants in this 10'9. After termination of this Agreement for any reason whatsoever,you shall
continue to bear total responsibility for all Chargebacks,fees,Card Organization
Agreement are breached iarty respect or fines imposed onus as a result of your acts or ombsions.Credits and adjustments
10.4.6. you default in arty material respect in the perlannancea observance resulting from Card transactions processed pursuant to this Agreement and all
of arty term,covenant,condition or agreement contained in this Agreement other amounts then due or which thereafter may become due under this
Including,without limitation,the establishment or maintenance of funds In a Agreement.
Reserve Account,as detailed in Section t l;or 10.10.After the initial term of this Agreement if your merchant account is
10.4.7, you default in any material respect In the performance or observance determined to be inactive as determined in our soiediscretionwe may cancel this
or my term,covenant or condition contained In any agreement with any of our Agreement without further notice.Inactivity will be determined by an extended
respective AffillateX or period of time with no transactions processed
10.4.8. you default in the P byuionyournalty In the event
y payment when due,ofatymaterial indebtedness we Agreement forinactiv ty,theeadyterm nation penalty will not apply.
for borrowed money;or
10.4.9. you file a petition a have a petition filed by another party under the 1. Reserve Account; Security Interest
U.S.bankruptcy code or any other laws relating to bankruptcy,insolvency or 11.1• You expressly authorize us to establish a Reserve Account to help mitigate
similar arrangement for adjustment of debts;consent to or fail to contest Ina our risk exposure under this Agreement.The decision to establish a Reserve
timely and appropriate manner any petition filed against you In an involuntary Account(and the amount thereof)lies exclusively with use and you understand
case under such laws apply for or consent to,or fail to contest in a timely and that you are obligated to fund such account pursuant to the terms and conditions
appropriate manner,the appointment of,or the taking of possession by,a receiver, set forth In this Section l l.The amount of such Reserve Account shall be set by
custodian,trustee or liquidator of you or of a substantial pa it of your property;or us In our sole discretion,based upon your processing history(where applicable)
nuke a general assignment for the benefit of creditors;or take any corporate and the potential risk of loss to us as we may determine from time to time.
action for the purpose of authorizing any of the foregoing;or 11.2 The Reserve Account shall be fully funded upon three(3)days'notice to
10.4.10. your independent certified accountants shall refuse to deliver an you,or in instances of fraud or suspected fraud an Event of Default Reserve
un qualified opinion with respect to your annual financial statements and your Account funding may be Immediate.Such Reserve Account may be funded by all
consolidated subsidiaries;or or any combination of the following:(i)one m more debits to your Settlement
10.4.11. aviolation you of an a Account or arty other accounts held by Bank or any of its Affiliates;at arty financial
by any of this
law or Card or suspension
Rule Institution maintained in the name or Client.any of its principals,or any of its
Se our reasonable belief that termination in this Agreement mi suspension es guarantors,or if any of same are authorized signers on such account;(l)any
and Servicesisnecessary tacomplywithe O any caw ofForigwithout hmitarbof th the rotes payments otherwise due to uIncludin an amount due from TeleCheck(m)
and regulations promulgated by the C)Poce Of Foreign Assets Control of the U5, you, 9 y
Department of the Treasury or your bmach,0s determined by Servicers,cdSection your delivery to us of a letter ofcredit:a fw)if vie so agree,your pledge to us of
25.2('Compliance with Laws*),then,upon the occurrence of(1)an Event of a freely transferable and negotiable certificate of deposit.Any such letter of credit
Default specified In subsections 10.4.4,10.4.9 or 10.4.11,we mayconsider this or certificate of deposit shall be Issued or established by a financial institution
Agreement to be terminated Immediately,without notice,and all amounts acceptable to us and shag be In a form satisfactory to us.In the event of
payable hereunder shall be lmmediatelydue andpayable lnfull without demand be terminationetablished without
In
tye mann r provide Reserve Account my
or other notice of any kind.a0of which are expresslywaived by you,and(2)any Account will be eldbyus tfortheneatrnanen(10) ono above.Any Reserve
other Event of Default thhA Agreement ma be terminated Account will be held nt or for suchlonger lathe perioeroitm(10)months aftwith ouulbnof
9 y s payable hereunde, this our Card transactions end
Of time with
our izatio
than IOdays notice to you,and upon such naive all amounts payable hereunder y
for es Card l hold funds
pursuant
to thissSea ion I I i ewith r accord ganbation
shall be dueand payable on demand. Rules.Y/e will hold funds pursuant to this Section I I in matter accountlsl with
10.5. Neither the expiration nor termination of this Agreement shall terminate your funds allocated to separate sub accoums.Unless specdually requited by taw,
the obligations and rights of the parties pursuant to provisions of this Agreement you shall not be entitled to interest on funds held by us in a Reserve Account.
which by their terms are intended to survive or be perpetual or irrevocable.Such 113 If your funds in the Reserve Account are not sufficient to cover rise
provisions shall survive the expiration or termination of this Agreement.All Chagebacks,adjustmenls,fees and other charges and mmunls due from you,of
obligations by youto payor reimburse us for any obligations associatedwith If the lundshn fire Reserve Account love been released,you agree to promptly pay
transactions you have submitted to us will to survive termination of this ussudssumsupon request.
Agreement until finally and irrevocably paid in full and seated. 11.4.1. To secure your obligations to us and our respective Affiliates under
10.6. If any Event of Default occurs and regardless of whether such Event of this Agreement and any other agreement for the provision of equipment
Default las been curedwe may,in our sale discretionexercise all of our rights and products or services(including any obligations for which payments on account of
remedies under applicable law and this Agreement,Including.without limitation, such obligations are subsequently invalidated,declared to be fraudulent or
exercising our rights under Section 11. preferential,set aside or required to be repaid to a trustee,receiver or any other
10.7. In the event you rile for protection underthe U,5.bankruptcy code or any party under any bankruptcy act,state or federal lase,common law or equitable
other laws relating to bankruptcy,insolvency,assignment for the benefit of cause),you grant to us a(iris priority lien and security interest in and to(i)the
creditors or similar laws,and you continue to use our Services,it is your Reserve Account and(it)any of your funds pertaining to the Card transactions
responsibility to open new accounts to distinguish pre and post filing obligations contemplated by this Agreement nor:or hereafter in our possession,whether
You acknowledge that as long as you utilize the accounts you established prior to now or hereafter due or to become due to you from us.Any such funds,money or
vaar secs REVao pn+l 12
amounts now or hereafter in our possession may be commingled with other terminate your commercial lending relationship with Wells Fargo Bank NA,you
funds of ours,or,in,the case of any funds held pursuant to the foregoing shall be obligated to satisfy the requirements of this Section 12.1.
paragraph;with any other funds of other customers of ours.In addition to any 12.2. You will provide us with written notice of any judgment,writ,warrant of
rights now or hereafter granted under applicable law and not by wayof limitation anachmen6execution or levy against any substantial part(25%or more in value)
of any such rights.we are herebyauthorbed by you at anytime and from time to ofyour total assets not later than three(3)days after you become aware of same.
time,without notice or demand to you or to arty other Person(any such notice
and demand being hereby expressly waived),to set of,recoup and to appropriate
and to apply any and all such funds against and on account of your obligations 13.1. You agree to Indemnify and hold us and the Card Organizations harmless
to us and our respective Affiliates under this Agreement and any other agreement from and against all losses,liabilities,damages and expenses:
with us or any of our respective Affiliates for any related equipment or related (a) resulting from the inaccuracy or untruthfulness of any representation at
services(including any check warranty and checkverifiation services),whether warranty,breach of anycovenant or agreement or any misrepresentation by
such obligations are liquidated,unliquidated,fixed,contingent,matured or you under this Agreement;
unmatured.You agree to duly execute and deliver to us such instruments and (b)arising out of your or your employees'or your agents negligence or willful
documents as"may reasonably request to perfect and confirm the lien,security misconduct,in connection with Card transactions or otherwise arising from
interest, right of set off. recoupment and subordination set forth in this your provision of goods and services to Cardholders;
Agreement. (c) arising out of your use of the Services;or
11.4.2. To the extent funds are held in a separate Reserve Account,the (d)allsing out of any third parry Indemnifications we are obligated to make as a
Reserve Account shall be subject to fB Servicers'security interest pursuant tothis resuh of your actions(including indemnification of any Card Organization or
subsection 11.4,and(ii) an account control agreement (as defined by the Issued
applicable sections of the Uniform Commercial Code,hereinafter referred to as 13.2. We agree to indemnify and hold you harmless from and against all losses,
"Control Agreemerill among you,the institutional which the Reserve Account liabilities,damages and expenses resulting from any breach or any warranty,
is held(such institution hereinafter referred to as'Settlement Account Bank1and coverant or agreement or any misrepresentation by us under this Agreement or
Servicers (such Investment account hereinafter referred to as the'Control arising out of our or our employees'gross negligence or willful misconduct in
Account').The Control Agreement shall beinformand substance satisfactory to connection wiih this Agreement;provided that this indemnity obligation shall
Servicers.The Settlement Account Bank shall be a national bank which's mutually not apply to Bank with respect to Non-Bank Services,
acceptable to you and Servicers.
11.4.3. For sake of clarification and notwithstanding anything In the
Agmementto the ccintrary,in the event Servicers deduct.holdback,suspend,off 14.1. Non-Bank Card transactions are provided to you by Processor and not by
set or set off(collectively'Set Off Funds')any settlement monies or amounts Bank and include transactions made using Discover,American Express,Voyager
otherwise due you pursuant to the terms of this Agreement,you acknowledge andWEX Card types.Services providedtransactions piocessedand other matters
that such Set OR Funds will be held in a commingled Reserve Accounts)of contemplated under this Section 14 are subject to the rest of the Agreement,as
Servicers unless such Set OR Funds are wired or deposited by Servicers into any applicable,except to the extent the terms of this Section 14 directly conflict with
Control Account,pursuant to a Control Agreement in which case Servicers will another provision of this Agreement,in which case the terms of this Section 14
transfer Set OR Funds from their commingled Reserve Accounts)to the Control will control;provided,however,that(i)Bank is not a party to this Agreement
Account as soon as practicable using commercially reasonable efforts. Insofar as it relates to Non-Bank Card services,and Bank is not liable to you in any
11.4.4. If in replacement of at in addition to the first priority lien and security way with respect to such Services and GB you agree to pay Processor any per item
interest in the Reserve Account,you grant to Servicers a first priority lien and processing,authorization and other fees descf ibed in the application far any non-
security interest in and to one an more certificates of deposit,the certificates of acquired transaction services you receive from Processor.For the purposes of this
the posit shall be uncenifsated and shall be subject to an Acknowledgement of section,the wards'we;'our'and'us'refer only to Processor and not to the Bank.
Pledge of Certificate of Deposit and Control Agreement(the"Certificate of You authorize us to share Information from your Application with American
Deposit Control Agreement')by,between and among Customers,Servicers and Express any other Non-Bank Card Organization.
the financial institution that has established and issued the certificate of deposit. 14.2• You understand that if,based upon your anticipated Card transaction
The form of the Certificate ofDeposit Control Agreement and the financial volume you do not qualify for our full service program but have otherwise been
Institution that will establish and issue the certificate of deposit shall be approved for accepting American Express transanions, then la) your
satisfactory and dcceptable to Servicers. authorizations will be obtained from and funded by American Express,(b)
ellAmerican Express will provide you with Its own agreement that governs those
_d tramadions,and(c)you understand and agree that(i)we are not responsible and
12.1. Upon request,you will provide us and our Affiliates,quarterly financial assume absolutely no liability with regard to any such transactions,including but
statements within 45 days after the end of each fiscal quarter and annual audited not limited to the funding and settlement of American Express transanions,and
financial statements within 90 days after the end of each fecal yeac5uch financial Fit American Express will charge additional fees for the services they provide.If,
statements shall be prepared in accordance with generally accepted accounting based on your anticipated Card transaction volume,you do qualify for our full
principles.You will also provide such other financial statements and other service program,then your acceptance of American Express will be governed
information concerning your business and your compliance with the terms and exclusively by this Agreement.
provisions of this Agreement as wemay reasonably request.You authorize us and 14.3. If you accept JCB,Diners Club International,UnionPay,BCcard,and Dinacard
our Affiliates to obtain from third paries financial and credit information relating cards,you agree to be bound by the Discover provisions of this Agreement.You
to you in connection with our determination whether to accept this Agreement also acknowledge and agree that lCB,Diners Club International UnionPay,BCcard,
and our continuing evaluation of your financial and credit status We may also and Dinacard uansoctionswill be processed underand willbe subject rooiscover
access and use information which you have provided to Bankforany other reason. Card Organization Rules.
Upon request,you shall provide,and/or cause to be provided,to us and our 14.4. If you accept Voyager and/or WEX Cards,you agree to be bound by the
Affiliates,or our representatives or regulators(as well as those of the Card WEX and/or Voyager rules.You also agree to be bound by alt ether provisions of
Organizations)reasonable access toyouroryour providers facilities and records this Agreement which are applicabletoWEX and/or Voyager.
for the purpose of performing any inspection and/or copying of your books 14.5. Ifyou execute a separate WEX Merchant Agreement,(WEX Non Full Service
and/or records deemed appropriate.In such event,you shall pay the costs Program).you understand that we will provide such agreement to WEX,but that
incurred by us or our Affiliates for such inspection,including.but not limited to. neither we not WEX shall have any obligation whatsoever to you with respect to
costs incurred for airfare and hotel accommodations.Section 12.1 shall not be in processing WEX Cards unless and until WEX executes your WEX Merchant
force as long as you maintain a commercial lending relationship with Wells Fargo Agreement.If WEX executes your WEX Merchant Agreement and you accept WEX
Bank,N.A.and Wells Fargo Bank,N.A.is permitted to disclose your financial Cards,you understand that WEX transactions are processed,authorized and
statements to Wells Fargo Merchant Services upon request.In the event you funded byWEX.You understand that WEX is solely responsible forall agreements
v..Fa noz atvao(7114! 13
that govern WEX transactions and that we are not responsible and assume contained on the single page document constituting the Sales Draft for
absolutely no liability with regard to any such agreements or WEX transactions, Voyager transactions:
Including but not limited to the funding and settlement of WEX tramactions-You - Time of transaction.
understand that WEX will charge additional fees for the services that it provides. _ Type of fuel sold. ,
14.6. If you elect to participate In the WEX Full Service Program,the _ As permitted by the applicable POS device,odometu reading.
following terms and conditions shag apply: - For all cashin-assisted Sales Drafts and Credit Drafts processed manually
a) You shall provide,at your own expense,all equipment necessaryto permit the using a card Imprinter it required,the identification number from the
electronic acceptance of the WEX Cards, Including the operation and source credentials provided by Cardholder to validate Cardholdees identity
maintenance of the equipment,telecommunication link and provision of all (e.g.,Driver's License number).
networking services; if an Increase In the number of Voyager transaction authorization calls from
b) All authorization request data for WEX Card sales must include WEX you not due to our or Voyager system outages In excess of 15%lot a given
Cardholder account number,vehicle number,Card expiration date,driver month as compared to the previous monthoccurs,we may,in our discretion,
Identification number,and the amount of the transaction,date and time of deduct telephone charges,not to exceed 5.25(25 cents)per call,for the
the transaction,quantity of goods said,unit price,and product code(the Increased calls,from your settlement of your Voyager transactions.
'Authorization Bequest Data7).All manualWEX Card sales(Le.salesfacilitated In addition to the Information provided under Section 32(Settlement)of the
by a card Imprinter)must Include an Authorization number or other approval Operating Pracedurn settlement of Voyager transactions will generally occur
code from WEX along with the aforementioned Authorization Request Data; by the fourth banking day after we process the applicable card transactions.
c) You shall not submit a WEX Card sale for processing when a WEX Card Is not We shall reimburse you for the dollar amount of sales submitted for a given
presented at the time of the WEX Card sale, day byyou,reduced by the amount of Chwgebacks,tax exemptions,discounts.
d) You shall complete a WEX Card sale only upon the receipt of an Authorization Credits,and the fees set faith in the Application.Neither we nor Voyager shall
approval message and not accept a WEX Card when an expired Cardfdecline be required to reimburse you for sales submitted more than sixty(60)days
message Is received; from the date of purchase.
e) You shall not submit 6WEX Card sale for processing until the goods have been For daily transmission of sales data,you shag securely maintain true and
delivered or services performed; complete records in connection with the information required to be provided
f) You shall not t a WEX Card where the WE accept Card under this paragraph for a period of not less than thirr"ix(36)months from
p the date of the generation of the data.You may store records an electronic
expired orlbere li reasonable belief that lbeWEX Card iss counterfeit to be invalid or terfei[arslalen; media,if secure.You are responsible for the res
g) You shall provide a copy of the receipt for a WEX Card sale,upon the request records mrd Sales Drafts. p expense of retaining sales claw
of the Card holder,to the extent permitted by applicable law,which shall not In addition to the scenarios identified in Section 35.1 A of the Operating Guide
include the full account number or driver identification number, that could cause an authorization related Chargeback to occur,with respect
If) You shall require the Cardholder to sign a receipt when a WEX Card sale is not to Voyager transactions,Chugebacks shall be made in accordance with any
completed by an island Card reader; other Voyager rules.Notwithstanding termination or expiration of this
I) You shall take a0 commerre0yreasonable efforts to protect manualWEX Card paragraph or the Agreement,you shag remain liable for all outstanding
sales data from fraud or misuse; Chargebacks on Voyager transactions.
I) You shag not divide the price of goods and services purchased in a single WEX In addition to the information provided under Section 7(Representations;
Ca rd sale among two or more sales receipts or permit a WEX Card sale when Warranties;Covenants,Limitations of Liability;Exclusion of Consequential
only partial payment is made by use of the WEX Card and the balance is made Damages)of the General Terms,in no event shag our cumulative Nobility to
with another bank Card; you for losses,claims,suits,controversies,breaches or damages for arty cause
k) You shall securely maintain a record of all WEX Card sales,including the whatsoever in connection with Voyager transactions exceed the lesser of
Aulhorization Request Data,f n aperiodof one year and produce suchrecords $10,000.00 or the Voyager Transaction Fees paid by you to us for the two
upon the reasonable request of WEX; months prior to the action giving arise to the claim.
1) You shall notify Processor of any errors contained within a settlement report NoIw;thstanding anything In this Agreement to the contrary,our obligation
within forty Five(45)days of receipt of such report.Processor will not accept to provide services to you relating to any Fleet Card will terminate
reprocessing requests for WEX transactions older than 90 days; automatically without penalty to us or the related Card Organization upon
the earlier of(i)the termination or expiration of our agreement with such Card
m)You shall allow WEX to audit rectrd5upon reasonable advance noti[grelated Organization,(u)at least twenty(20)days prior written notice byus foyoW
to the WEX Full Service;and (iii)your failure to comply with material terms relating to such Fleet Card
n) You shall retransmit WEX Card sales data when reasonably requested to do transactions,or((v)written notice,B an Card Organization discontinues its
$o. Card.
o) Client acknowledges and agrees that its sole remedies with respect to the ,
WFX Full Acquiring serv)cet shall be ag,imst Processor for the WFX full
Acquiring Servicnand not WE%,except to the extent that WEX knovaolany The special provisions outlined in this Sktion 15 apply only to those Debit Card
fraud related to the WEX Cards and fads to provide notice of such fraud a transactions that are processed by a Cardholder entering a PW unless the
WEX commits baud in respect to the WEX Full Acquiring Services, transaction is a debit network supported PINless Transaction The Services
14.7. If you accept Voyager Cards: provided,tmnsutions processed and other matters contemplated under this
Section IS are subject lathe rest of llds Agreement.as applicable.except to rise
In addition to the information stated lel Section 26(Mastedarci isa,Diwaver extent the terms of this Section l 5 directly conflict with another provision of this
and American Express Acceptance)of the Operating Procedures.you should Agreement,in which case the terms of this Section 15 will control.
check fleet Cards for any printed restrictions at the point of sale. 15.1. Debit Card Acceptance.Most,but not all,Debit Cards can be accepted at
In addition to the information provided under Section 26.5(Special Terms)of the point of sale at participating locations.Examine the back of the Debit Card to
the Operating Procedures,you shall establish a fair policy for the exchange determine if the Card participates in a network that you are authorized to accept.
and return of merchandise.You shall promptly submit Credits to us(Or any The Network mark(s)will usually be printed on the back of the Card.If the Debit
returns that are to be credited to a Voyager Card holders account.Unless Card is valid and issued by a participating network,you must comply with the
required by low,you shall not give any cash refunds to any Voyager Card following general requirements for all participating networks,in addition to any
holder in connection with a sale. specific requirements of the network
In addition to the Information required under Section 28.1 (Information • You must honor all salid Debit Cards when presented that bear authorized
Required)of the Operating Procedures,the fallowing information must be network marks.
wFe1707 REV00 plvial 14
• You must treat transactions by Cardholders from all Issuers in the same There are several reasons foradjustments being initiated:
manner, • The Cardholder was charged an incorrect amount, either too little or too
You may not establish a minimum or maximum transaction amount for Debit much.
Card acce ptance. The Cardholder was charged more than once for the sametransaction.
You may process cash back or store credit on PIN Debit Cards on a A processing error may have occurred that caused the Cardholder to be
merchandise return according to your store policy. charged even though the transaction did not complete normally at the point
• You may not require additional information,beside the Personal Identification of sale.
Number,for the completion of the transaction unless the circumstances All patties involved in processing adjustments are regulated by time frames
appear suspicious.A signature is nor required for Debit Card transactions. that are specified in the operating rules of the applicable Debit Card network
• You shall not disclose transaction related information to any party otherthan The Electronic Funds Transfer Act,Regulation E,and other applicable law.
your agent,a network or issuing institution and then only for the purpose of
settlement orerror resolution. 0130 ..
You may not process a Credit Card transaction in order to provide a refund
on a Debit Card transaction. If you elect to engage in EBT iransactions,the terms and conditions of this Section
153. Transaction Processing.The following general requirements apply to all Ifi shall apply.
Debit Card trensactions. EBT transactions are provided to you by Processor and not by BanlLThe Services
• All Debit Card transactions must be authorized and processed electronically, provided,transactions processed and other matters contemplated under this
There is no Voice Authorization or Imprinter procedure for Debit Card Section 16 are subject to the rest of this Agreement,as applicable,except to the
transactions. extent the terms of this Section 16 directly conflict with another section of this
You may not complete a Debit Card transaction that has not been authorized. Agreement,in which case the terms of this Section Ifi will control;provided,
The Cardholder should be instructed to contact the Issuer to find out why a however,that Bank is not a parry to this Agreement insofar as it relates to EBT
transaction received a Referral or decline response.11 you cannot obtain an transactions,and Bank is not liable to you in any way with respect to such Services.
authorization at the time of sale,you should request another form of payment For the put poses of this section,the words'we:'our'and'us'refer only to the
from the customer or process the transaction as a Store and Forward or Processor and not to the Bank
Resubmission,in which use you assume the risk that the transaction falls to We offer electronic Interfaces to EBT networks for the processing,settlement and
authorize or otherwise declines.The Cardholder should be Instructed to switching of EBT transactions initiated through the use of a state-issued EBTcard
contact the Issuing Bank to rind out why a transaction has been declined. ('EBT Ca roll at your POS Termirsal(s)for the provision of United States Department
• Unless the transaction is a network supported PINless Transaction you may of Agriculture,Food and Nutrition Service ('FN5'1.Supplemental Nutrition
not complete a Debit Card transaction without entry of the Personal Assistance Program(•SNAP'1 and Women,Infants and Children Benefits('VAC
Identification Number(PIN)by the Cardholder. Benefits)and/or government delivered Cash Benefits(Cash Benefits,together
• The PIN must be entered into the PIN pad only by the Cardholder.You cannot with FNS,SNAP and WIC Benefits[ollectively are referred to as the'EBT benefits')
accept the PIN from the Cardholder verbally or in written farm. to EBT benefit recipients 'EBT customers'),subject to the terms below.
The PIN Debit Network used to process your transaction will depend upon, 16.1. Acceptance of EBT Benefits.You agree to accept EBT Cards and provide
among other things,our own business considerations,the availability of the EBT benefits to EBT customers through the use of a POS Terminals,PIN pad and
PIN Debit network at the time of the transaction and whether a particular PIN printer or other equipment that meet standards set forth in the EBT Rules
Debit Card is enabled fora particular Debit networkThe PIN Debit network ('Authorized Terminal)applicable to such EBT benefits during your normal
utilized to route your transaction may or may not be the lowest cost network business hours,in a manner consistent with your normal business practices and
available.We may,in our sale discretion(i)utilize any PIN Debit network in accordance with the EBT Rules.
available to us for a given vansaction(including a PIN Debit network affiliated ThC'EBT Rules'means@ all procedures that vie establish and provide to youfrom
with Processor)and Iii)add and/or remove PIN Debit networks available to time-to-time regarding your acceptance of EBT Cards and provision of EBT
you based on a variety of factors including availability,features,functionality benefits to EBT cu stom ers;III)the Quest Rules.as a mended from time•to-time,
and our own business considerations. issued by the National Automated Clearing House Association and as approved
You must Issue a receipt to the Cardholder upon successful completion of a by the Financial Management Service of the U.S.Treasury Department,as
transaction and effect PAN Truncation on it. necessary(and any rules that succeed or replace the West Rules);and(iii)other
• You may not manually enter the account number.The account number must such[am rules,regulatlons and procedures that are applicable to the acceptance
be read electronically from the Magnetic Stripe.If the Magnetic Stripe is of EBT Cards and the provision of EBT benefits by you under this Section 16,
unreadable,you must request another form of payment from the customer. including without limitation,laws pertaining to delivery of services to EST
Anyapplicable tax muss be included in the total transaction amount for which 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,
authorization is requested.Tax may not be collected separately in cash Clean Water Act.Energy Policy and Conservation Act,Immigration Belamn and
YOU ARE RESPONSIBLE TO SECURE YOUR TERMINALS AND TO INSTITUTE Control Act or 1986,regulations issued by the Department of Agriculture
APPROPRIATE CONTROLSTO PREVENT EMPLOYEES OR OTHERS FROM pertaining to Food Stamp Program,and,any additional procedures specified by
SUBMITTING REFUNDS AND VOIDS THAT DO NOT REFLECT BONA FIDE the state regarding lost EBT Cards,forgotten PINS,discrepancies in benefits
RETURNS OR REIMBURSEMENTS OF PRIOR TRANSACTIONS. authorized andsimilar maners byproviding EBT customers with information such
15.3. Cash Back From Purchase.You have the option of offering cash back to as telephone numbers and addresses of the state or other appropriate agencies.
your customers when they make a PIN Debit Card purchase,if cash back is The'Food Stamp Program';s the government benefits program operated under
supported by the PN Debit Newark associated with the PIN Debit Card the authority of the Food Stamp Act or 1964.
presented by your customer.You may set a minimum and maximum amount of You will provideEBTbenefits to EBTcustomersin accordancewith the procedures
cash back that you will allo:v.Ifyouare not now offering this service.your terminal set forth in the EBT Rules.in the amount authorized through your Authorized
may require additional programming to begin offering cash back Terminal upon presentation by an EBT customer of an EBT Card and such EST
15.4. Settlement,Within one Business Day of the original transaction,you must cusiomefs entry of a valid PIN.If the Authorized Terminal fails to print EBT benefit
balance each location to the system for each Business Day that each location is issuance information as approved and validated as a legitimate transaction,you
open, will comply with the procedures set forth in the EBT Rules for authorization of
15.5. Adjustments.An adjustment is a transaction that is initiated to correct a EBT benefits In such instance.You are solely responsible for your provision of EBT
Debit Card transaction that has been processed in error.You will be responsible benefits other than in accordance with authorizations timely received from EBT
for all applicable adjustment fees that may be charged by Debit Card network service provider.You will not resubmit any EBT Card transaction except as
Some networks may have established minimum amounts for adjustments. specifically permitted by the EBT Rules and procedures applicable to such EBT
V981747 REV70(711+1 15
Card transaction.You must provide a receipt for each EST transaction to the 165. Required Ucenses.if you provide FNS,SNAP and WK Berets under his
applicableEBT customer. Agreement,you represent and warrant to us that you are a FNS authorized
You will not accept arty EST Card for any purpose other than providing EBT merchant and are not currently disqualified of withdrawn from redeeming food
Benefits,Including without limitation accepting an EBT Card as security for slamp coupons or otherwise disqualified or withdrawn by FNS.You agree to
repayment of any EST customer obligation toyoulnthe event ofanyviolatlonof secure and maintain at your own expense all necessary licenses,permits,
this provision,you wild be obligated to reimburse the state or us for any EST franchises,or other authorities required to lawfully effect the Issuance and
benefits unlawfully received by either you or an EST customer to the extent distribution of EBT benefits under this Agreement,including without limitation,
permitted bylaw.Cash should never be dispensed for FNS,SNAP and WK Benefit, any applicable franchise tax certificate and non•govemmental contractors
16.1. Manual EBTVouchers.ln accordance with the procedures set forth In this cemficate,and covenant that you will not accept EST.
Section 16 and the EST Rules,you will manuallyacapt EBT Cards during periods Cardsorprovide EBT benefits at anytime during which you we not in compliance
of time when your Authorized Terminal Is not working or the EST system in not with the requirements of any EBT Rules,
available;you will manually provide EST benefits in the amount authorized 16.6. Term andTerminatbn.Ifyou are disqualified or withdrawnfrom the Food
through the applicable EST service providerto the EBT customers at no cost to the Stamp Program,your authority to issue benefits will be terminated concurrently
EBT customers upon presentation by an EST customer of his/her EST Card.All therewith.Such disqualification or withdrawal will be deemed a breach of this
manual voucher authorizations must be cleared on your POS terminal for Agreement with respect to your authority to Issue CashBenefrts and,in the event
payment ofvoucherto be made to you.ln addition to any procedures set forth in of such disqualdcatiomwe have the right to lmmedatelyterminate the provision
the EST Rules,the following limitations will apply to manual issuance of FS of service under this Section 16 or the Agreement in its entirely.Waft respect to
Benefits by merchant: the issuance of Cash Benefits only,your authority to issue Cash Benefits may be
I. An authorization number for the amount of the purchase must be received by suspended or terminated Immediately at the sok discretion of us,the state or its
you from the applicable EBT service provider wh0e the respective EBT EBT service provider,effective upon delivery of a notice of suspension or
customer is present and before you provide such EBT customer with any FNS, termination specifying the reasonsfor such suspension or termination if there
SNAP and WIC Senefits,or Cash Benefitsasapplicable.You must not attempt shall be(Bany suspension,injunction,cessation,or termination ofthe FST service
tovolce authorize a manual EBT transaction ifthe EBTcustomer is not present provider's authority to provide EST services to the state;Ud failure by you,upon
to sign the voucher. not less than thirty(30)days prior mitten notice.to cure any breach by you of the
The EBT customer must sign the voucher.A copy of the voucher should be provisions of these tensa and conditiorujitcluding without limitation yourfalluse
to support the issuance of EBT benefits during your normal business hours
given to the EST customer at the time apauthorization and you should retain consistent with your normal business practices.youn failure to comply with EBT
one copy for your records. issuance procedure;your impermissible acceptance of an EBT Card,or your
H. Specified EBT customer,clerk and sales information,including the telephone disqualification or withdrawal from the Food Stamp Program;or fid)based on
authorization number.must be entered properly and legibly on the manual states or Its EBT service provider's investigation of the relevant facts,evidence
sales draft. that you of your agents employees committing,yo arty yo g employee g,panidpating in,or
III. AB manual voucher authorizations must be cleared on your Authorized have knowledge of fraud w theft in connection with the dispensing of EST
Terminal before payment of voucher wi0 be made to you Vouchers must be benefits.S you fail to are any breach as set forth above,you may appeal such
cleared within 10 Business Days after the date of applicable voke suspension of termination to the applicable state for determination In its sale
authorization.Vouchers cannot be cleared by any manner except by your discretion.
Authorized Terminal therefore you should never mail vouchers requesting In the event that your authority toaccept benefits is suspended or terminated by
payment.B a voucher expires before it has been cleared by your Authorized a nate or its EST service provider,and you wccessfullyappeal such suspension or
Terminal for payment.mafurther action can be taken to obtain paymentfor termination to the nate or its EBT service provider,we shall be under noobLgation
the voucher. to,reinstate the services previously provided under this Section 16 of the
Iv. In the event that.due to EST host failure,EBT benefit availability for an EBT Agieemenkasapplicable.
customer cannot be determined at the time you request authorization,the The provision of services under this Section 16 shall terminate automatically if
maximum authorized manual transaction and benefit encumbrance will be our Agreement or our service provider's agreement with any applicable state's
540.00 or such other state specific floor Emit as set forth In the most current EBT service provider terminates for any reason.
version of the applicable EBT Rules. You will give prompt notice to us if you plan to stop accepting EST Cards and
v. Except as specifically provided In the applicable EST Rules,you will not be providing EBT benefits or if you are unable to comply with the terms of this
reimbursed and will be solely responsible fora manual transaction when you Section l6.-
fail to obtain an authorization number from the applicable EST service 15.7. Confidentiality of EBT System Information.All information related to
provider as set forth in this Section 16 or otherwise fad to process the manual EST customers and/or the issuance of EBT benefits shall be considered
transaction in accordance with the EBT Rules. confidential information.
vi. If you have not received an authorization number in accordance with individually identifiable information relating to an EBT customer or applicantfor
paragraph 16.1 above,you may nor'rrsubmir'a manual sales draft for payment EST benefits will be held confidential and will not be disclosed by you or your
far the transaction. directors,officers,employees or agents,without prior written approval of the
16.3. Acceptance of EST Cub Benefits.Ifyouagiee to accept EST Cards and to applicable state.
provide Cash Benefas,you agree to maintain adequate cash on hand to issue EST Yousvnl:(a)implement appropriate measures designed to:0)ensure the security
service provider authorized Cash Benefits and wil issue such Cash Benefits to EBT and confidentiality of all nom public personal information or materials regarding
customers in the same manner and to the same extent cash is provided to your customers t'NPPfk(2)protect against any anticipated threats or hazards to the
other customers.You may not require,and may not in your advertising suggest. security of integrity of NPPI;(3)protect against unauthorized access to or use of
that any EST customers must purchase goods or services from you as a condition NPP/that could result in substantial harm or inconvenience to any customer and
to receiving (4)ensure the proper disposal of NPPI;and(b)take`appropriate actions to address
Cash Benefits,unless such condition applies to other customers as wen.You may incidents of unauthorized access to NPPI,including notification to us as soon as
not designate and direct EBT customers to special checkout lanes restricted to possible.
use by EST customers unless you also designate and direct other customers to The use ofinformation obtained by you in the performance of yourdutles under
special checkout lanes for Debit Cards of Credit Cards and/or other payment this Section 16 will be limited to purposes directly connectedwith such duties,
methods such as checks other than cash. 16.8. EST Service Marks.You will adequately display any appkcable state's
16.4. Interoperability.if you accept Cards and provide EBT benefits(FNS,SNAP service marks in other licensed marks,including the Quest Marks,and other
and WIC Benefits and/or Cash 8enefits).you must do so for EST customers from materials supplied by us.(collectively the'Pratected Marks'I in accordance vmh
all states. the standards set by the applicable state.You will use the Protected Marks only to
vnarzo7 aVJWJ7/r+I 16
indicate that EBT benefits are issued at your location(s)and will not indicate that terms of this Section 17 directly conflict with another section of this Agreement,
we,any stare or its EBT,service provider endorse your goods or services.Your right in which case the terms of this Section 17 will control;provided,however,that
to use such Protected Marks pursuant to this Agreement will continue only so Bank is nota panyto this Agreement insofar as it telatesloWireless Services,and
long as this Section 16 remains in effect or until you are notified by us,any state Bank is not liable to you in any way with respect to such services.For the purposes
or its EBT service provider to cease their use or display.You will not use the Marks of this section,the words'we;'our'and'us'refer only to the Processor and not
of any EBT service provider without prior written approval from such EBT set vice to the Bank.
provider. Through one at more third party vendors('Wireless Vendods))selected by us in
16.9. Miscellaneous. our sole discretion,we have acquired the right to resell certain wireless data
16.9.1. Errors.You will fully cooperate with us and any other participants in communication services that use radio base stations and switching offered by
the EBT system in the resolution of errors and disputes regarding E9Ttransactions certain cellular telephone and data networks throughout the country (the
processed pursuant to this Section 16.You will promptly notify us of any such 'Wireless Networks)in order to allow you to capture and transmit to Processor
errors ordisputes. and Bank certain wireless Card Authorization transactions or to transmit other
16.9.2. Issuance Records. communications to our system(Wireless Services).
I. You agree to make available such informational materials as may be required if you elect to purchase voice and/or data services directly from a third party
by the slate,its EBT service provider or any applicable regulations pertaining provider for use with the Wireless Equipment as permitted by Processor,yo u
to the Issuance of Benefits. acknowledge and agree that this Agreement does not address or govern those
If. You will retain all EBTeelated records(including but not limited to manual voiceand/or data services or your relationship with that third party providerand
sales drafts or vouchers)in the manner required by the EBT Rules or otherwise Servicers are in no way responsible for providing,maintaining,servicing or
reasonably requested by us for three(3)years following the date of the supporting such third parry voice and/or data services.
applicable EBT transaction,or for such additional period as may be required 17.1• Purchase of Wireless Services.The prices that you vrill payfor the Wireless
by the EBTRules.Remrds involving matters in litigation will be kept byyoufor Services are set forth on the Application.In connection with your purchase of
a period of not less than three(3)years following the termination of the Wireless Services,you will receive access to a«nain Wireless Network(s).
applicable litigation.Copies of any documents in media otherthan paper(e.g. Licenses.You agree to obtain any and all licenses, permits or other
microfilm,etc)related to this Section 16 may be substituted for the originals authorizations required bythe Federal Communications Commission('FCC)
to the extent permitted under applicable EBT Rules and provided that legible or any other regulatory authority,Ifany,for the lawful operation of Wireless
paper copies can be reproduced within a reasonable time after such records Equipment used by you in connection with your receipt of Wireless Services.
are requested. You will promptly provide us with all such information as we may reasonably
ill.You will make all EBT-related records available for audit upon request to request with respect to matters relating to the rules and regulations of the
representatives of the state or its EBT service provider,or other authorized FCC.
state or federal government agency during normal business hours. Wireless Equipment.You agree that in order to access the Wireless Services,
iv. To assure compliance with this Agreement,including without limitation this you must use wireless POS Terminals and accessories approved for use with
Section 16,the state,its EBT service provider,or other authorized state or the Wireless Services by Processor from time to time in its sole discretion(the
federal government agency,will at all times,upon advance notice except in *Wireless Equipment').If Wireless Equipment is purchased by you from us as
the case of suspected fraud or other similar activity,have the right to enter, indicated on the Application,then the terms of this Agreement.including
during normal business hours,your premises to inspect or evaluate any work without limitation Section 18 or this Agreement.apply to your use of such
performed under this Agfeememcis to obtain anyother information required Wireless Equipment.
to be provided by you or otherwise related to this Agreement Improvements /General Administration.We and the Wireless Vendor(s)
16.93. Training.You will train and permit your employees to receive training reserve the right to make changes,from time to time,in the configuration of
regarding the issuance of EBT benefits. the Wireless Services,Wireless Networks.Wireless Equipment,Wireless
16.9.4. Amendments.Notwithstanding anything to the contrary in this Software,rules of operation,accessibility periods,identification procedures,
Agreement,if any of these terms and conditions are found to conflict with the type and location of equipment,allowtion and quantity of resources utilized,
EBT Rules or federal or state policy,these terms and conditions are subject to programming languages,administrative and operational algorithms and
reasonable amendment by u"state or its EBT service provider to address such designation of the control center serving you at the particular address.In
conflict upon written notice to you and such amendment shall become effective addition,we reserve the right to schedule,from time to time,interruptions of
upon such notice. service for maintenance activities.
16.9.5. State Action.Nothing contained herein shall preclude a stale from Suscenslon o1 Wireless SeMces.We or a Wireless Network may suspend the
commencing appropriate administrative or legal action against you or for making Wireless Services to:(a) prevent damages to,or degradation of,our or a
any referral for such action to any appropriate federal,state,or tool agency. Witless Network's network integrity that may be caused by a third party;(b)
16.9.6. Reference to State Any references to state herein will mean the state comply with any law,regulation,court order or other governmental request
in which you accept EBT benefits pursuant to this Section 16.If you accept EBT which requires immediate action;or(c)atherwise protect us or a Wireless
benefit in more than one stare pursuant this Section 16,then the reference will Network from potential legal Iiability.To the extent commercially reasonable,
mean each such state severally,not jointly. we shall give notice to you before suspending the Wireless Services to you.If
16.9.7. Third Party Beneficiaries.These terms and conditions,do not create. not commercially reasonable to give prior notice.we will give notice to you as
and will not be construed as creating,any rights enforceable by any person not soon as commercially practicable thereafter.Availability of the Wireless
having any rights directly under this Agreement,except that the state and its Services may vary due to events beyond the control of us or our Wireless
Issuer,as defined in the Quest Rules,will be deemed third party beneficiaries of Vendors.In the event of a suspension of the Wireless Services,we or the
the representations.warranties,covenants and agreements made by you under applicable Wireless Vendor will promptly restate the Wireless Services after
the Agieement.including without limitation this Section 16. the event giving else to the suspension has been resolved.
17.2. Software Licenses.Processor hereby grants to you a non-exclusive,non•
transferabie,revocabie limited sublicense to use any wireless software)including
If you elect to purchase the Wireless Services from us,then the following terms any documentation relating to or describing the wireless soltware)downloaded
and conditions of this Section 17.referred to as lheMliiteless Services Terms,'shall by you or your designee from Processor's systems onto the wireless Equipment
apply.THE WIRELESS SERVICES ARE BEING SOLD TO YOU FOR USE IN BUSINESS in connection with your purchase and use of the Wireless Services in accordance
AND ARE NOT BEING SOLD TO YOU FOR HOUSEHOLD OR PERSONAL USE.Sale of with the terms of this Agreement including this Section 17 and Section 18
Wireless Services is made by Processor and not the Bank.The Services provided. ('Wireless Software').Anything in this Agreement to the contrary notvdth.
transactions processed and other matters contemplated under this Section 17 standing,we at certain third parties retain all ownership and copyright interest in
are subject to the rest of this Agreement,as applicable.except to the extent the and to all Wireless Software,related documentation,technology,know-how and
Wr91707 Rs MMtb 17
processesembodled in of provided in connection with the Wireless Software,and hereunder.Ifthew Wireless Services Terms terminate due til a termircition of the
you shall have only a nonexclusive,non-lransfemble license to use the Wireless agreement between us or our Affiliates and Wireless Vendods),then we may,in
Software in your operation of the Wireless Equipment for the purposes set forth our sole discretion,continue to provide the Wireless Services through Voteless
In this Agreement.Nothing In this Agreement confers any tide or ownership of Vendor(s)to you for a period of time to be determined as long as you continue to
any such Wireless Software to you or shall be construed as a We of any rights in make timely payment of fees due under these Wireless Services Terms.
any such Wireless Software to you.You agree to accept,agree to and be bound by 17,8. Third Party Baneficlades.WirelessVendar(s)wethlfd party beneficiaries
all applicable terms and conditions of use and other license tens applicable to of doeseWileless ServicesTerrns arid mayerrhorce its provisions as Ila party hereto.
suchwireless Saflwafe.You shall not reverse engineer,disassemble or decom file 17.9. Other Applicable Provisions.You also agree to be bound by all other
the Wireless Software.You shall not give any Person access to the Wireless terms and conditions of this
Software without our prior written con sent Your obligations under this Section Agreement.
17.2 shall survive the termination of this Agreement You acknowledge that the 17.10.Dhzcla[mer.Wireless Services use radio transmissions,so Wireless Services
only right you obtain to the Wireless Software is the right to use the Wireless cant be provided unless your Wireless Equipment is in the range of one of the
Software in accordance with the lens In this Section. available Wireless Networks'tfansmisslon sites and there is sufficient network
17.3. Limitation on Llabllity.We shall have no liability for any warranties by any capacity available at that moment.There are places,particularly in remote areas,
party with respect to uninterrupted Wireless Services,as set forth in Section 17.10, vwth no service at all.Weather,topography,buildings,your Wireless Equipment,
or for any Persons unaushof¢edaccess to Client's data transmitted through either and other conditions that we do not cannot may also cause failed transmissions
the Wifeless Equipment or Wireless Services(including the Wheless sohwarehor or other problems.PROCESSOR BANK AND WIRELESS VENDOR(S)DISCLAIM ALL
Wifeless Networks,regardless of the form of action(whether in contract,tort REPRESENTATIONS AND WARRANTIES RELATING TO WIRELESS SERVICES.WE
(including negligence),strict liability or otherwise).The foregoing notwith- CANNOT PROMISE UNINTERRUPTED OR ERROR FREE WIRELESS SERVICE AND130
standing,for any other liability arising out of or in airy way connected with these NOT AUTHORIZE ANYONE TO MAKE ANY WARRANTIES ON OUR BEHALF.
Wireless Services Tens,lnduding liability resulting solely from loss or damage 101 Tirms of Equipment Purchase or Rental
caused bypartial of total failure,delayer nonperformance of the Wireless Services
of relating to or arising from your use of or Inability to use the Wireless Services, This Section 18 governs any equipment that is rented to you on a month to month
Processor's,Bank's,and Wireless Vendor(s)'liability,shall be limited to your direct basis or that Is sold to you by Processor under the Merchant Processing
damages,If any.and,in any event,shall not exceed the lesser of the amount paid Application, subsequent purchase or rental agreements and/or other
by you far the particular Wifeless Services during any period of failure,delay,or documentation provided In connection with the purchase or rental of Equipment
nonperformance of theWaeless Services or 550,000.00.In no event shall Servicers, ('Equipment Documents).Equipment rented to or purchased by you under the
Wireless Vendods)or our respective Affiliates be liable for any indirect incidental, Equipment Documents is referred to in this Section 18 as the'Equipment. THE
special consequential or punitive damages.The remedies available to you under EQUIPMENT 15 BEING SOLD TO YOU FOR USE IN YOUR BUSINESS AND IS NOT
these Wireless Services Terms will be your sole and exclusive remedies with BEING SOLD OR RENTEDTO YOU FORHOUSEHOLDOR PERSONAL USE.Salesand
respect to the Wireless Services, rentals of equipment are made by Processor.The Services provided Equipment
17.4. Indemnification.In addition to any other indemnifications asset forth In Equipment Documents and other matters contemplated under this Section 18
this Agreementyouwl0indemnifyand hold ServicemWirelessVendoiWandus are subject to the rest of the Agreement as,applicable except to the extent the
and out respective officers,directors,employees•and Affiliates harmless from and terms of this Section 18 directly conflict with any other provision of-the
against any and all losses,claims,liabilities,damages,costs at expenses arising Agreement,in which use the terms of this Section 18 will controb provided,
from or related to: howeveythat Bank Is not a party to this Agfeemem utsofw&sit relates tosales and
rental of Equipment and Bank is not Gable to you in any waywith respect to such
(a) the purchase,delivery,acceptance,refection,ownership,possession,use services.For purposes of this section the wofds'we.'our;and'us refer only to
condition,liens against.in return of the Wifeless Equipment or the Wifeless Processor and not to Bank
Equipment(including the Wireless SoRware),as applicable;
(b)your negligent acts or omissions; Warranties,if any,for the Equipment or any related Software originate from the
(c) an breach applicable third party provider or manufacturer ('Vendor'). Materials or
y by you of any under this Section l7;or documents,0 arty;setting forth warranty tefmscanditionsexceptionsexclusions
(d)any Persons unauthorized access to Client's data and/or unauthorized ariddisclaimerswill be contained within the packaging shipped from the Vendor.
financial activity occurring on your Merchant Account Number hereunder, We or third parties designated by us will only provide help desk support for
except to the extent any losses,liabilities,damages or expenses result from Equipment purchased or rented from us under the Equipment Documents,and
our gross negligence or willful misconduct. we will not provide any such support of related services for any other products of
17.5. Confidentiality.All information or materials which could reasonably be equipment.
considered confidential or competitively sensitive that you access from or relate YOU ACKNOWLEDGE THAT T14E EQUIPMENT AND/OR SOFTWARE YOU
to either Wireless Vendor(s)or Servicers related to the subject matter of these PURCHASED OR RENT FROM US OR SUBSEQUENTLY PURCHASE OR RENT FROM
Wifeless Services Terms will be considered confidential information.You will US,MAY NOT BE COMPATIBLE WITH ANY OTHER PROCESSOR'S SYSTEMS.WE DO
safeguard our confidential information with at least the same degree of tate and NOT HAVE ANY OBLIGATION TO MAKE SUCH SOFTWARE AND/OR EQUIPMENT
security that you use for your confidential Information, but not less than
reasonable care. COMPATIBLE WITH ANY OTHER PROCESSING SYSTEMS.IN THE EVENT THAT YOU
ELECT 10 USE ANOTHER PROCESSING SERVICE PROVIDER UPON THE TERM.
17.6. Termination.in addition to any other provision in this Agreement tire INAl10NOF IRIS AGREEMEN7.YOU ACKNOWLEDGE THAF YOU AIRY NOL BEAGLE
Wireless Services being provided under this Section 17 may terminate: 10 USE THE EQUIPMENT AND/OR SOFTWARE RENTED OR PURCHASED UNDER
a) Immediatelyupon termination of(heagreement betweenus for our Affiliates) THISAGREEMENT.
and Wireless Vendor(s),provided that we will notify you promptly upon our 18.1. Purchased Equipment;Supplies.We will sell to you,and you will buy
notice of knowledge of termination of such ago eemenl,provided further that from us the Equipment identified in the Equipment Documents throughout the
if Wireless Vendor(s)loses its authority to operate less than all of de Wireless term of this Agreement as being purchased by you(individually and collectively
Services or 0 the suspension of any authority or nonrenewal of any license the.Purchased Equipmem'),(tee and clear of all liens and encumbrances(subject
relates to less than all of the Wireless Services,then these Wireless Services to Section 18.71.except that arry'Software'(as defined in Section 18.81 will not
Terms will terminate onlyas to the portion oftheVreless Services affectedby 6e sold to you outfight but Instead will be provided to you purswmto,and
such loss of authority,suspension ornon-renewal;or subject to the conditions of Section 18.8 of this Agreement.You shall pay the
b) Immediately if either we or our Affiliates or Wireless Vendon(s)are prevented purchase price specified for the Purchased Equipment and the related software
from providing the Wireless Services by any law,regulation,requirement. license(s)including all applicable to and shipping and handling charges,pror to
ruling or notice issued in any form whatsoever by judicial of governmental the effective date of this Agreement or at our option,such amounts will be
authority(including without limitation the FCC), collected by us by debits of deductions pursuant to Section 18.5.We Wil provide
17.7. Effect ofTermination,Upon terrninatlan oftheseWireless Services Terms you supplies as requested by you from time to time.You shag pay the purchase
hof any reason,you will immediately pay to us all fees due and owing to us price for such supplies,plus shipping and handling charges•including all
WT81107 REV00171141 T 8
applicable tax,prior to delivery of the supplies or upon invoice,as specked by us, 18.5. Paymentof Amounts Due.
or at our option,such amounts will be collected by us by debits or deductions a) You agree to pay the monthly rental charge specified in the Equipment
pursuant to Section 18.5.(Maintenance and repair of merchant•ovmed Documents which shall be due and payable on the first day of each month of
equfpmem is your responsiblityl.Should your terminal become inoperable,we the rental period for each piece of Rental Equipment,except that the first
can provide you with equipment at a monthly rental fee.There will also be a payment of the monthly rental charge for each piece of Rental Equipment
nominal shipping and handling fee.For such rental equipment contact the POS shall be due and payable upon acceptance of such Equipment by you at the
Help Desk) location designated in the Equipment Documents or,upon delivery if the site
18.3. Rental Equipment.We agree to rent to you and you agree to accept and is not prepared for installation(as provided in Section 18.3).The monthly
rent from us the Equipment identified in the Equipment Documents as being rental charge for fractions of a calendar month shall be prorated based on a
rented to you(individually and collectively the'Remal Equipment'),according to thirty(30)day month.
the terms and conditions of this Section IS.In addition,any Equipment ordered b) You hereby authorize us to collect all amounts due from you under this
by and rented to you during the term of this Agreement shall constitute Rental Section 18 by initiating debit entries for such amounts to your account
Equipmentand be governedbythe terms of this Section 18. designated pursuant to the Merchant Agreement to be debited ancicredited
183. Effective Date and Term of Section 16.This Section IB shall become- for amounts due from and to the Settlement Account or by deducting such
effective on the first date you receive any piece of Equipment covered by this amounts from amounts due to you from TeleCheck or Servicers.
Section IB.This Section 18 will remain in effect until all of your obligations and all c) In addition to the purchase price or monthly rental charge due hereunder,
or our obligations under this Agreement have been satisfied.We will deliver the you shall
ng
Equipment to the site designated by you.You shall be deemed to have accepted y es or reimburse however designs d,leviany ed
bales an
fees,duties or assessments,however designated,levied or based on such
each piece of Equipment at the earlier of(a)your actual acceptance after charges,or on this Agreement or the Equipment and related supplies or any
installlation,W delivery to you if your site is not prepared and ready forinstallation services,use or activities hereunder,including without limitation,state and
or(c)for Equipment that we have not agreed to install for you,sewn(7)days after local sales,use.property,privilege and excise taxes.exdusive.however,of taxes
shipment of each such piece of Equipment.The rental period with respect to each based on our net income.
piece of Equipment shall commence on the date such Equipment Is deemed
accepted and shall terminate at the scheduled termination date(but not upon d) Separate charges will apply for supplies;they are not included in monthly
any early termination)of this Agreement and/or any other agreement then in rental charges.
effect with us for Card services.The provisions of this Section 18 shall survive the 18.6. Use and Return of Equipment;Insurance.
termination or expiration of this Agreement and continue until all Rental a) You shall cause the Equipment to be operated by competent and qualified
Equipment is returned or paid for, personnel in accordance with any operating instruction furnished by us or
18.4. Site Preparation;Installation S,Maintenance.You will prepare the the manufacturer and in connection with the Services You shall not use the
installation site(s)for the Equipment,including but not limited to the power Equipment,or permit the Equipment to be used,in any manner or for any
supply circuits and phone lines•in conformance with the manufacturers and our purpose for which the Equipment is not designed or reasonably suited.
specifications and will make the sites)available to us by the confirmed shipping b) You shall not permit any physical alteration or modification of the Equipment
date.You will support the installation in accordance with our requirements. without our prior written consent.
Upon request,you must allow us for our agents)reasonable access to the c) You shall not change the installation site of the Equipment without our priar
premises where authorization terminals or other communications equipment written consent,which consent we will not unreasonably withhold.,
(e.g.printers)are or will be located. d) You shall not assign your rights or obligations under this Agreement,or
• Any alterations required for installation of authorization terminalis)or other pledge.lend,create a security interest in,directly or indirectly create,incur,
communications equipment will be done at your expense. ' assume or allow to exist any other consensually or judicially imposed liens or
• Only we or our agents can alter or modify authorization terminal(s)or other encumbrances on, of part with possession of, or sublease the Rental
communications Equipment owned by us. Equipment to any other person.firm or organization without our prior written
It a terminal or printer appears to be defective,you must immediately all the consent.Any such assignment.delegation,sublease.pledge,security interest
POS Help Desk or lien in the absence of such consent shall be void.
• You are responsible for safeguarding authorization terminals or other e) You shall comply with all goveminental laws,rules and regulations relating to
Equipment from loss,damage,unauthorized use,misuse or theft.We should the use of the Equipment.You are also responsible for obtaining all legally
be notified immediately regarding any damage to or loss of communications required permits for the Equipment.
equipment. Q We or out representatives may,at any time,enter your premises for purposes
Ifnecessary,we will assist you in obtaining replacement Equipment.ff you fail ofinspecting,examining or repairing the Equipment.
to return any defective Equipment.you may be responsible for its g) Promptly upon termination of all applicable rental periods or promptly
replacement value and for any legal and/or collection costs incurred by the following any action by us pursuant to Section 18.11(b),you shall deliver
Equipment owner in connection with recovering Equipment. possession of the Rental Equipment(including all attachments and parts)to
You are responsible for keeping all communication Equipment free of any us at your cost in the same operating arder,repair,condition and appearance
claims,liens and legal processes initiated by creditors, that the Rental Equipment had a:the time of its delivery to you,reasonable
Equipment may not be subleased at any time.The cost of comparable new wear and tear excepted.
Equipment,as well as any associated legal and/of collection costs incurred by h) For each item of Rental Equipment that you fail to return to us at your cost in
us or the o•.vner of the Equipment,will be assessed to you for each piece of the same operating order,repair,condition and appearance that it had at the
equipment not returned upon termination of the Agreement by either party, time of delivery to you,reasonable wear and tear excepted,by the 10th
or upon request for the return of the Equipment for any reason. Business Day after(I)termination of the applicable rental period,of(ii)any
• You may not relocate,remove.disconnect•modify or in any way alter any action by us pursuant to Section 18.11(b).you agree to pay us the greater of
Equipment used in connection with the services we are providing to you 5250 or the fair market value of such item of Equipment if it were in the
without first obtaining out permission. condition described above,as determined byus.lYe may collect such amounts
You must provide us with thirty(30)days prior written notice to request the in the manner provided in Section 18.5 and to the extent vie are unable todo
relocation of any Equipment. so,you agree to pay us the amounts owed promptly.
Should you require additional Equipment,you must contact Relationship it Except for Purchased Equipment that has been paid for in full,the Equipment
Management or Customer Service(there may be additional costs or fees shall remain our personal property and shall not under any circumstances be
charged to you In connection with any neer Equipment ordered,including considered to be a fixture affixed to your real estate.You shall permit us to
download fees). affix suitable labels or stencils to the Equipment indicating our ownership.
wTa t707 RPAG p%t+1 19
D You shall keep the Rental Equipment adequately insured against loss by fire, onto Equipment or using such software,or using Equipment or Softwdre to access
theft and all other hazards(comprehensive coverageLThe loss,destruction, the Internet.
theft of or damage to the Rental Equipment shall not relieve you from your 18.11.DefaulU Remedies.
obligation to pay the full purchase price or rent payable hereunder, a) If arty debit of your Settlement Account initiated by us for rent and/or other
k) Except for Purchased Equipment that has been paid in full,the Equipment charges due hereunder is rejected when due,or ifyou otherwise fail to payus
shall be kept at the address Indicated in the Equipment Documents and shall any amounts due hereunder when due,or if you default in arty material
not be removed from there without our prior written consent(except where respect in the performance or observance of arty obligation or provision in
normal use of the Equipment requires temporary removal), this Section 18,or if any other default occurs under this Agreement.arry,such
1) In order to return equipment.you should: event shall be a default hereunder.
• Call Customer Service for the address of the location to send the equipment, b) Upon the occurrence of any Event of Default.we may at our oplfon,eHeclive
• The following information must be included within the shipping box: immediatelywflhout notice,ofthem)terminate the period of rental and our
1. Client name,complete address and phone number. future obligations under this Section 18,repossess the Equipment and
2. Name of person to contact if there are any questions proceed In any lawful manner against you for collection of all charges that
have accrued and are due and payable,In which case this Section 18 shall
3. Your Merchant Account Number. terminate as soon as your obligations to us ate satisfied,ora accelerate and
4. Serial number of the terminal(found on the underside of the terminal). declare Immediately due and payable all monthly rental charges for the
• Please maintain proof of delivery documents for your records,and the serial remainder of the applicable rental period and proceed in any lawful manner
number from the bottom of the terminal. to obtain satisfaction of the same.
• Rental fees may be continued until equipment Is returned.
�119. Sp�,Ial Provisions Regarding Gift Card Services
Payment acquisition and Processing equipment and software sourced from
Servicers or from a third pony,is subject to obsolescence due to factors such as Gift Card Services are provided to you by Processor.The Services provided,
Inability to accommodate required security and functional updates or due to transactions processed and other matters contemplated under this Section 19
model discontinuation by the manufacturer and unavailability of spare parts. are subject to the rest of this Agreement,as applicable,except to the extent the
Client acknowledges and understands that obsolete point of sale equipment will terms of this Section 19 directly conflict with another provision of this Agreement,
need to be replaced by non-obsolete and compliant point of sale equipment in In which ate this the terms of this Section 19"if contrakprovided,however,that
the event of equipment failure,oras requested by Servicers to bring the Client Bank is not a panyto this Agreement Insofar as it relates to Gift Card Services and
Into compliance with card network mandates and regulations.Client will be Bankismi liable toyou In arrywaywith respect to such servicesFor the purposes
responsible for any costs associated with upgrading to non-obsolete and of this seclion,the words'we;'our;and'us'refer only to the Processor and rot
compliant equipment. to the Rank The terms and conditions set forth In this Section govern the
18.7. Security Interest;Financing Statements.You hereby grant to us a Provision of Gift Card Services.
security interest in(a)all Purchased Equipment and lherelated Software to secure 19,1. Definitions Capitalized terms used in this Section 19 shall have the
payment of the purchase price,and(b)all Rental Equipment and the related meanings given to such terms as set forth in this Section or as defined In the
Software to secure payment of the monthly payments therefore and authorize Glossary or elsevrhere in this Agreement.
us to file financing statements with tespecI to the Equipment and the Software (a) 'ACH'means the Automated Clearing House system.
in accordance with the Uniform Commercial Code,signed only by us or signed (b) 'Affiliated Issueds)'means each Client Affiliate and/or franchisee that enters
by us as your attorney-in-fact. Into an Affiliated Issuer Agreement,in the form required and provided by
18.8. Software License. Anything in this Agreement to the contrary Processor.
notwithstandin%we or certain parties retain all ownership and copyright Interest (c) 'Database means the database on which Gift Card Data for each Gift Card
in and to all software,computer programs,related documentation,technology. issued under the Program is processed and maintained.
know-how and processes embodied In or provided In connection with the
Equipment(collectively'Software'Land you shall have only a nonexclusive,non- (d)'Designated location'means any stare,retail location or other pace of
transferable,revocable license to use the Software in your operation of the business(Including a direct marketing program or Internet site),located in
Equipment for purposes setforth In this Agreement.Nothing In this Agreement the U.S.A,and at or through which Client Issues Gift Cards and/or processes
confers any tide or ownership of any such Software to you or shall be construed transactions using Gift Cards issued under the Program.Desigrwted location
as a sale of any rights In any such Software to you.You agree to accept,agree to may also include any help desk or IVR through which transactions are
and be bound by all applicable terms and liondilions of use and other license processed under the Program.
terms appy[able to such Software.You shall not reverse engineer,disassemble or (el 'Enhanced Features'means the additional program functionality offered to
decompfle the Soltware.You shall not give any third party access to the Software Client pursuant to the Enhanced Features setup farm•
without our prior written consem.Your obligations under this Section 188 shall (() 'Gift Card'means an encoded device that accesses Gift Card Data maintained
survive the termination of this Equipment Agreement. in the Database.
18.9. Limitation on Liability.Notwithstanding any provision of this Agreement (9)'Gift Card Daly means the current value and record of transanions
to the contrary and In addition to the limitations and disclaimers set(ort),in corresponding toeach GJt Card Issued under the Program.
Section 7 of this Agreement (including without limitation the disclaimers in (h) Gift Card Equipment'means any POS Terminal,software or other similar
Section 7.2 of this Agreement),our liability arising outofor inanywayconnecled telecommunications uquipmsvq that has been Wogrummed and cenifred to
with the Equipment m related software shag not exceed the purchase price or Processor i specifications in order to transmit Gift Card Data and process
involved.
Piror twelve month's rent.as applicable.paid to us for the particular Equipnhe°t online transactions under the Program.
W 'Gift Card Holder'means any person in possession of or that uses a Gift Card.
against
arty anfa I fosse,You shall indemnify
mage a and and hold us
from and (j) 'Gift Card Number means the identifying number of a Gift Card.
against arty and all losses,ifab8itiez,damages and expemesresulting from(al the
purchase,delivery.Installation,acceptance,rejection,ownership,leasing, (k) 'Gift Card Production Company'means a company selected and retained by
possession,uw,opeotion,condition,liens againsLone[urnof the Equipmenfoi Processor to produce Gift Cards and provide related products or services(of
(b)any breach by you of anyof your obligations hereunder,except to the extent the Program.
any losses.liabilities,damages or expenses result from our gross negligence or ID 9VR'means an automated Interactive Voice Response system accessed via a
willful misconduct. toll-free telephone number.
In addition toyour other obligations hereunder,You acknowledge and agree that (ml'POS Terminal'means an electronic Point-0f-Sale terminal paced in a
the'use'and'operatfon'of the Equipment for which you will indemnify and hold Designated Location which is connected to Processor's system via telephone
us harm less shall include,but not be limited to,You loading additional software lines and is designed to swipe Gift Cards
Wra1)07REVM(7/14I 20
I t
(nl'Program means Client's program pursuant to which Client issues Gift Cards shall be responsible for any acts or omissions of each third parry distributor in
to Gift Card Holders and Processor provides the Services to enable such Gift connection with the sale or activation of any Cards.Client and Processor agree
Card Molders to use such Gift Cards to purchase goods and services at that Processor shall not be deemed to have failed to provide Services outlined
Designated Locations. herein with respect to any Card sold and activated by any third parry
(o)'Servicesmeans the services provided by Processor in connection with the distafloutorincluding thicnigh any Designated Locatiorkto the extent any such
Program as further described in this Section. failure by Processor is mused in whole or in part by any failure of any third
19.2. Services.Processor agrees to provide the Services set forth below in party distributor or Client to provide to Processor Information regarding the
connection with the Program. sale and activation of such Card that Is accurate.complete,timely and
formatted in accordance with Processor's Instructions and specifications in all
(a) ProcessorvzillarrangefortbeproductianofaOGihCardsanda0otherurvices res
related thereto by the Gift Card Production Company for the Program in Pects.Additionalfeesandchar charges
mayapply,Clie including separate Third party
b
accordance with the specifications and fees set forth on the Gift Card Set-Up fees,for any Enhanced Features chosen by Client.
Form hhe'Gift Card Set-Up Form),which is incorporated by reference herein. Client may only work with Processor approved third parry distributors.
(b) Processor shall establish,process and maintain Gift Card Data on the Database. 19.3. Responsibilities ofClient.The responsibilities of Client are set forth below
(c) Processor shall provide Client and its filiated Issuers with the capability to and elsewhere in this Section.
process selected transactions under the Program through Gift Card fill Client will accept for processing any transaction initialed by one of its
Equipment at Designated Locations. customers using a Gift Card pursuant to the Services without discrimination
(dl Upon receipt of transaction information from a Designated Location by the with regard to the customer who initiated the transaction.
Database,Processor will compare the proposed transaction amount with the (b)Client will securely maintain all transaction records and other records required
account balance maintained on the Database corresponding to the Gift Card by law or regulation to be maintained in connection with the operation of the
or Gift Card Number that was presented at the Designated Location.If the Gift Card Equipment or the Program.Client will download and securely store
account balance is greater than or equal to the amount of the proposed anyand allGift Card transaction reports forfuture reference.in theevent that
transaction.Processor will authorize thetmnsaction.lf theaccount balance is Client needs a report for a period past such six(6)months,Processor may
less than the amount of the proposed transaction,Processor will decline the provide such requested report to Client at a fee to be determined by
transaction.If Client's Gift Card Equipment supports*split tender;and the Processor.
account balance is less than the amount of the proposed transaction, (c) Client will make its personnel and records available to Processor,its agents
Processor will authorize the transaction for the amount of the account and contractors,all within such time and in such forms or manner as may be
balance.and return a message and/or receipt to the Gift Card Equipment reasonably necessary to enable Processor to perform the Services promptly
showing the remaining amount of the transaction to be collected by Client. and in an efficient manner.
Client understands and agrees that an Authorization by Processor only (d)Client shall be responsible.at its sole cost and expense.for the sale and other
Indicates the availability of sufficient value on a Gift Card account at the time distribution of Gift Cards to Gift Card Holders and for any marketing or
of Authorization and does not warrant that the person presenting the Gift advertising of the Program.
Card or Gift Card Number is authorized to use such Gift Card or Gift Card (e) Client shall obtain,operate and maintain,at its sole cost and expense,all Gift
Number. Card Equipment required to enable Client and Affiliated Issuers to
(e) Processor shall provide an IVR,twenty-four(24)hours per day,seven(7)days electronically transmit Gift Card Data in accordance with Processor's
per week through which Client and Gift Card Holders may obtain Gift Card specifications from all Designated Locations to the Database.
balances. (f) Client is solely responsible for obtaining Authorization in advance of each
(f) Processor shall provide a Gift Card product suppon help desk through which transaction.Client is solely responsible for any losses it may incur in
Client may process selected non-financial transactions under the Program. conducting transactions when an Authorization is not obtained,including.
Support is currently available Monday through Friday,8:00 a.m.to 8:00 p.m. without limitation,transactions conducted when the Database or the Gift
Eastern Time(excluding holidays).Thehouis and days of support are subject Card Equipment is not in service.Client assumes all risk of erroneous or
to change at any time;providedthat(i)Piocessonwill provide advance notice fraudulently obtained Authorization,unless such erroneous orfraudulently
of any change in the hours and days;and(ii)the total number of hours shall obtained Authorization is mused directly by Processor.Client understands
not be less than 40 in any regular workweek(excluding holidays). and agrees that an Authorization by Processor only indicates the availability
(g)Processor will provide Client with G!ft Card transaction repor is,accessible by of sufficient value on a Gift Card account at the time of Authorization and
Client through a designated Internet site.Processor will maintain reports on does not warrant that the person presenting the Gift Card or Gift Card Number
the Internet site for Client's use for a period of six(6)months.Processor may, is authorized to use such Gift Card or Gift Card Numbe r.Client is responsible
in its discretion,provide additional at custom reports or report formats,as for the accuracy of all data transmitted by it for processing by Processor.
may be requested by Client from time to time,at a fee to be determined by (g)Client shall be responsible for accessing and comparing the reports supplied
Processor. by Processor to Its own records and promptly notifying Processor of any
IN Client will at all times own all right.title and interest in and to all Gift Card Data necessary adjustments to Gift Card accounts.Client acknowledges that
generated under the Program.During the term,Processor will retain the Gift Processor will make adjustments to Gift Card accounts pursuant to ClienCs
Card Data for each Gift Card on the Database for a period of twenty-four(24) instructions,and Processor shall have no liability for any errors to Gift Card
months follow;ng the date that the account-balance reach es zero.Thereaber, accounts that are made in accordance with Client's insu uctions,
during the term,Processor may remove the Gift Card Data from the Database (h)Client shall comply and shall ensure that all Affiliated issuers comply with all
and archive such Gift Card Data in any manner determined by Processor in its laws and regulations applicable to the Program,Client acknowledges and
reasonable business judgment.Notwithstanding the foregoing,within ninety agrees that it is solely responsible for interpreting all la.vs and regulations
(90)days of Client's written request,during the first twelve(12)months applicable to the Program,for monitoring changes in laws and regulations
following the expiration or termination of the Gift Card Services,Processor applicable to the Program, and for determining the requirements for
will compile a data report of the Gift Card Data stored in the Database,In compliance with laws and regulations applicable to the Program.Processor
Processor's standardformat.at a fee to be determined by Processor.Processor shall be entitled to rely upon and use any and all information and instructions
shall deliver Client's Gift Card Data to Client in a mutually agreeableformat. provided by Client for use in performing the Services and Processor shall have
Processor shall have no obligations with respect to Client's Gift Card Data no liability whatsoever for any noncompliance of such Information or
following delivery to Client. instructions with lases or regulations.
M Client may choose additional Enhanced Features from time to time pursuant f) As between Clens and ProcessacClient shall bear all risk related to the loss or
to the Enhanced Features set-up form and Client expressly Processor,and theft of,alteration or damage to,or fraudulent.impmperor unauthorized use
Processor agrees,to provide Services with respect to Gift Cards sold and of any Gift Card,Gift Card Number or PIN'Jil in the case of Gift Cards ordered
activated by third party distributors.As between Processor and Client,Client through Processor,upon delivery or such Gift Cards to Client or Client's
wF91707 RFVM(71141 21
Designated Location,as applicable,and(it)in the msse of Gft Cards obtained (d)Termination of the Gift Card Services shall not affect Client's,crbligation
by Client from a Person or Gift Cards which Client requests to be delivered in (including any obligation Incurred by an Vitiated Issuer)to pay for services
a pre-activated state,whether such loss occurs before or after delivery of such rendered or obligations due or owing under this Section prior to termination.
Gift Cards to Client or Client's Designated Location. (e)The provisions of Sections 193(f 1,(9),(h),(I).IFd and(1),and Sections 19.4,
Ul Processor and Client agree that during the term:G)Processor will be the sole 19.5(b),195(c),I95(d),19.6 and 19J hereof shall survive any termination of
and exclusive provider of the Services to Client and its Affiliated Issuers;and this Agreement.
(6)Client will not directly or indirectly either itself or through a Person,offer 19.6. Indemnification.
or promote any other proprietary,closed network online Gift Card or similar (a)Client shall indemnify and hold harmless Servicers,their directors,officers,
access device.
(k) Client may allow Affiliated Issuers to participate in the Program;provided, third party claims,nts
fosse,respective daAffmagestes
an expenses,
all
ncluding
however that(i)Client shall be responsible for ensuring that all Affiliated thiol party dorms,losses, IiaMTilies,damages and expenses, tany such
reasonable c attsed by or aria s,(out
of:C velyYlatml)to the or aextent that arty such
Issuers compywith lbeterms and conditions of this Section and the separate Claim is caused by or arises out of:(7 anyfa0ure ofCGenlor an Affiliated Issuer
Affiliated Issuer Agreement,and(it)Client shall be jointly and severally liable to comply with any law of regulation applicable to the Program;(fi)any
for all fees and other amounts payable to Processor In connection with any dispute between Client and arty filiated Issuer,or Client and any Gift Card
activities of Affiliated Issuers related to this Section,Including but not limped Holder,or an Affiliated Issuer and any Gift Card Hilder,including,without
to Gift Card transactions. Rmftation,any dispute regarding the goods or services purchased using aGUt
(p Client is responsible for any settlement of funds among Affiliated Issuers and Card at the payment of any amounts owed or alleged to be owed by ono or
Designated Locations. more such persons to any other such persons;(IR) any Instructions or
(m)Client acknowledges and agrees that Client will not use the Gift Cards or the procedures that Client may provide to Processor in connection with the
Services provided under this Agreement for Illegal transactions Including,for Program and Processor's compliance therewith,rv)arty actual or alleged loss
example,those prohibited by the Unlawful Gambling Enforcement Act,31 or theft of,alteration a damage to,or fraudulent.improper or unauthorized
US.C.Section 5361 at sect,as may be amended from time to time, use of any Gift CardGBt Card Number or PIN,(v)use aoperatfon of Gift Card
19.4. Feesand Payment. Equipment by Client or anAffilfated lssuerand(vi)anyC6lm oraction against
(a) In addition to all other rights we have under the Agreement Client shall pay Servicers for actual at alleged Infringement of any patent,copyright,
Processor the fees set forth on the Gift Card Set-Up Forn.Cliem shall also be trademark trade secret or other proprietary right of any person arising in
responsible for the payment of any taxes Imposed by any applicable connection with the production of Gift Cards or related products for Client
governmental authority In connection with any products or services covered using artwork designs.specifications or concepts provided by Client
by this Section(other than those taxes based solely on the net income of (b)Processor shall indemnify and hold harmfess Client and its directorLofficers,
Processor).All fees for the Services shag be paid via an ACH transfer of funds employees,agents and Affiliates Issuers from and against any and all third
from a bank account designated by Cifent.To authorize the ACH transfers, party Claims to the extent that arty such Claim is caused by or arises out of:0)
Client agrees to execute the ACH Authorization on the Gift Card Set-Up Form. any failure of Processor to comply with any law or regulation applicable to
In the event that fees cannot be collected from Client as set forth above, the Program;or(ii)any error in the Database,unless the error is caused by
Processor reserves and may exercise all other rights to collets any fees due. incorrect information submitted by Client or is otherwise made in accordance
19.5. Termination. with Client's Instructions.
(a) The provision of Gift Card Services may be terminated at any lime;(i)byeither 19.7. Patents,Copyrights,Intellectual Property,etc Client shall have no
party in the event that the other materially breaches any term or condition of interest whatsoever.Including copyright interests,franchise interests,license
this Section and fails to cute such breach within thirty(30)days of written interests,patent rights,property rights or other interest in the Services provided
notice of such breach from the ron-0reaching partly:IQ by Processor if Client hereunder.These provisions are not to be construed as granting to Client any
fathto pay anyamount duewithinten D018usiness Days aftetwritten notice patent rights or patent license in any paienl,which may be obtained in respect of
to Client of its failure to pay such amount;(if)by Processor upon written notice the Services.Artwork created by Processor on behalf of Client remains the
to Client In the event that Client's operation of the Program results in a property of Processor.Client retains ownership of any artwork supplied to
violation of law or regulation(by CllenLan Air issued Issuer at Processor);Ov) Processor.
by Client if Processor increases its rates under Section 19A(cl above and Client 19.8. Umilationof Uability;DhdaimerefWarranties.
provides thirty(30)days written notice of termination within thirty(30)days NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY,
of receiving notice of said increase;at(v)byeither party upon written notice SERVICERS'CUMULATIVE AGGREGATE LIABILITY FOR ANY LOSSES,CIMMS,SUrtS,
re the other after the filing by the other of any petition lo bankruptcy l w for CONTROVERSIES,BREACHES,OR DAMAGES ARISING OUT OF RELATED TO THIS
under
reorganization cons or debtlaw
oruontconsolidation under the federal bankruptcy laws of SECTION FOR ANY CAUSE WHATSOEVER,REGARDLESS OF THE FORM OF ACTION
under benefit
upontheother on the
makingapplication
of an f assignment
of Its assets far the henefit of creditors,or upon the application of the other OR LEGAL THEORY, SHALL BE LIMITED TO THE ACTUAL DIRER DAMAGES
party for the appointment of a receiver or trustee of its assets, SUFFERED BY CLIENT AND,IN ANY EVENT,SHALL NOT EXCEEDTHE LESSER OF(1)
(b) 110)the Gift Card Servicesare terminated for any reason other than Processors THE AMOUNT OF FEES PAID TO PROCESSOR BY CLIENT UNDER THIS SECTION
material breach prior to the expiration of the inhial temi(fi)Client suspends DURING THE TWELVE(12)MONTHS PRIOR TO THE DATE THAT THE LIABILITY
o,terminates the Program Prior to the expiration of the rhitfal term except as ARISES,OR(IIITWENTYTHOUSAND DOLLARS IS20,000).
provided for in Section 19.5(x)(iv).Nothing in this subsection shall prohibit i
or limit Processorsight to recover damages or any other amounts due and
owing Processor in the event that the Gift Card Services are terminated by
Processor due toa breach by Client orshall be deemed towaive or otherwise If you electro utilize the TransAimor Sendce.the fo0owing additional terms and
limit Client's obligations pursuant to Section 196(a)• conditions of this Section 20"1 apply.
(c) If requested by Client.Processor may,in its We and absolute discretion, I he TransArmor Service is provided to you by Processor and not Bank.Bank is not
continue to provide the Services for all previously issued and unexpired(if aparty to this Agreement insofar as it applies to IheTransArmor Service.and Bank
applicable)Gift Cards for up to twelve(12)months following the termination Is not liable to you in anyway with tespect to such services.For the purposes of
of the Gift Card Services;provided,hovmvec that Processor shall not activate this section,the wards'we,"our'and'ui,efesonly to the Processor and not the
any new Gift Cards after the effective date of termination.Processor's Bank
obligation to provide continuing Services after termination is contingent upon The Transkmor Service provided,transactions processed and other matters
Client's agreement to pay for such Services and to conduct its operations in contemplated under this Section 20are subject to the rest of this Agreement,as
accordance with the terms of this Section,and Processor may require advance applicable,except to the extent the ler ms or this Section 20 dimctly conflict with
payment for some portion or all of the estimated cost of such Services to be another provision of this Agreement,in which case the terms of this Section 20
provided after termination will control
v411 1707 REvoo(7ct+) 22
20.1. Definitions.Capitalized terms used herein in this Section 20 shall have 20.4. Responsibilities of Client.You are responsible to comply with the
the meanings given tp such terms as set forth in this Section or as defined in the fallowing regarding your use of the7ransArmor Service:
Glossary or elsewhere in this Agreement. a) You are required to comply with the Card Organization Rules,including taking
"Legacy Data Conversion"means that process by which historical information all steps required to comply with the Payment Card Industry Data Security
containing primary account Numbers(PAN)from transactions completed by you Standards(PC]DSS).You must ensure that all third parties and software use by
prior to implementation of TransArmor will be converted to Information you In connection with your payment card processing are compliant with PCI
containing a Token. DSS.Use of the TransArmor Service will not.on its own,cause you to be
"Multi-Pay Token'shall mean your specific alphanumeric value that is:til compliant with,or eliminate your obligation to comply with PCI DSS or any
randomly generated when a Card number is requested to be registered by you as other Card Organization Rule.You must demonstrate and maintain your
your specific Token upon receipt of Cardholder approval to register the Card current PCI DSS compliance certification.Compliance must be validated:it)
_ number;(iil becomes associated with you and the Card within Processor and its either(A)by a Oualified Security Assessor[OSA)with corresponding Report on
Affiliates'systems:(iii)can be stored 6y you in your systems in lieu of the Card Compliance(ROC)or(0)by successful completion of the applicable PCI DS5
number to represent the Card number;fv)can be used to initiate authorization Sapplicable to yOue business,re by
passing
Report on rly networCompliak
scans performed n
processing for Cardholder-initiated or recurring payments;fv)may be retrieved by if
yan applicable Approved
Sun Vendor,
bypassinrdance witnC rd Orga izatio Rules
Processor or its Affiliates within their systems in connection with processing future
by an Approved ScanVendw,all in accordance with Card Organization Rules
transactions involving the same Card number or registered Token when and PCI DSS.
submitted by you for authorization processing;and(w7 is returned to you from b) Use of the TransArmor SetWce is not a guarantee against an unauthorized
Processor or its Affiliates systems as part of the Register PAN Response and/or breach of your point of sale systems or any facility where you process and/or
authorization response. store transaction data fcollectively;Merchant Systems').
"Registered PAN Response'is defined as the registration of a specific Card cl You must deploy the TransArmor Service (including implementing any
number(i.e.PAN)for purposes of associating that PAN with a specificToken. upgrades to such service within a commercially reasonable period of time
-Token"means an alphanumeric value that:(i)is randomly generated svhena after receiptofsuch upgrades)throughout your Merchant Systems including
Card number used in a transaction is initially submitted by you for authorization replacing existing Card numbers on your Merchant Systems with Tokens
Multi-Pay Tokens,as applicable.Full Card numbers must never be retained,
processing:Oil becomes associated with the Card within Processor and its whether in electronic form or hard copy.
Affiliates'systems;fill may be retrieved by Processor or Its Affiliates within their d) You must use the Token or Multi-Pay Token,as applicable,in lieu of the Card
systems in connection with processing future transactions involving the same number for ALL activities subsequent to receipt of the authorization response
Card number when submitted by you for authorization processing;and(iv)is associated with the transaction,including without limitation,settlement
resumed toyou from Processor or its Af0liateisystems as part of the authorization processing,rettieval processing,chargeback and adjustment processing and
• response. transaction reviews.
'Token Request'shall mean your request to obtain a Multi-Pay Token for credit e) Any point of sale device,gateway and/or value added reseller used by you in
card Information only(i.e.without an immediate authorization required),which connection with the TransArmor Service must be certified by Processor for
permits you to store a Multi-Pay Taken for future transactions involving the use with the TransArmor Service.
Cardholder. f) If you send or receive batch files containing completed Card transaction
'TransArmor Service"means those services described in Section 20.3 and may information to/from Processor,you must utilize the service provided by
be either TransArmor VeriFone Edition Service or TransArmor RSA Service as Processor to enable such riles to contain only Tokens w Multi-Pay Tokens,as
selected by you. . applicable or truncated information.
20.2. Grant of License. Processor grants to you a non-transferable,non- g) You must utilize truncated report viewing and data attract creation within
assignable.non-exclusive,revocable sub-license during the term ofthis Section 20 reporting tools provided by Processor.
to use the TransArmor Service and theTransArmor Service Marks(as identified in h) You are requited to follow rules or procedures we may provide to you from
the TransArmor Rules and Procedures)In the United States in accordance with time totime related loyouruw of theTranskmor Service('TransArmor Rules
this Section 20,including without limitation the TransArmor Rules and Procedures. and Procedures).We will provide you with advance written notice of any such
Any rights with respect to the TransArmor Service not expressly granted by rules or procedures and any changes to such rules or procedures.
Processor in this Section 20 are deemed withheld. l You have no right,title or interest in or to the TransArmor Service,any related
20.3. Services.The TransArmor Service applies only to Card transactions sent software,materials or documentation,or any derivative works thereof,and
from you to us for authorization and interchange settlement pursuant to the nothing in this Agreement assigns ortransfers any such right,litle or interest
Agreement,and specifically excludes electronic check transactions.,closed-loop to you.You shall not take any action Inconsistent with the stated title and
gift card transactions.STAR contactless transactions read in contactless mode, ownership in this Section 20.You will not file any action,in any forum that
Wright Express transactions,Voyager transactions,and other Card types that are challenges the ownership of the TransArmor Service,any related software,
not capable of being tokenized.Processor and Client may agree to include materials or documentation.Failure to comply with this provision will
additional transaction types in the TransArmor Service when made available by constitute a material breach of this Agreement.We have the right to
Processor.Processor will provide an encryption key at other encryption capability immediately terminate this Section 20 and your access to and use of the
to you to be used to encrypt(make unreadable)Card data during trampon of TransArmor Service in the event of a challenge by you.No additional rights
the authorization request from ycur point of We to Processor's systems.During are granted by impiicat;on,estoppel or otherwise.
the period when the transaction is being transmitted to Processor for
authorization processing.all historical transaction data,including Card number ll You swill TranotnsArmor
r Service or lease.license,sublicense y otherwise disseminate
and full magnetic stripe data(track data and expiration datel,will be encrypted. the TransArmor Service or any portion of it to any third party:Ill modify,
Processor will then generate or retrieve a unique,randomF/generated Token or enhanceile or otherwise reduce
to
humcle6an-readave ble
frorm the TransAse meer,
decompile or otherwise reduce to human-readable form the 7ransAtmor
Multi-Pay Token assigned to the Card number that will be returned to you in the Service at any portion of it;(iii)sell,license or otherwise distribute the
authorization response.You mus: select one of the two options for the TramArmor Service or any portion of it:(iv)make any copies,or permit any
TransArmor Service as indicated on the Merchant Processing Application: copying,of the TransArmor Service or any portion of it;or 1v)use any portion
TransArmor VeriFone Edition Service.This service option is limited to those of the TransArmor Service as a Standalone program or in any way
clientswhich have an eligible VeriFone point of sale)'POS')devices and desire independently from the TransMmor Service.lf any portion of the TransArmor
the software or hardware based encryption and tokenization to be activated Service contains any copyright notice or any other legend denoting the
through the Verrone device. proprietary interest of Processor or any third party,you will not remove,atter,
TransArmor RSA Service. This service option provides software based modify,relocate or erase such notice or legend on such item.
encryption and tokenization that is available to all clients to integrate into k) You will only use the TransArmor Service for your internal business purposes
their POS or the point of sale device.if available or supported. in a manner consistent with this Agreement.
WfaM atVaatb1a1 23
0 You win use only unaltered veisionls)of the TransArmor Service and will not to sublicense the access and use of Intercepras,Intwc+NOW will Intercept-
use,operate or combine the TransArmor Service or any related software, SHARE,which are software systems and related services that wig help you
materials or documentation,or arty derivative works thereof with other efficientlymduce your exposure to fraudulent transactions(the'Fmud Services').
products,materials or services In a manner Inconsistent with the uses The Fraud Services are proprietary products and services of Accertify,Inc,and
contemplated in this Section 20. may include specific data and services from third parry service providers for
in)You WE)promptly notify Processor of a breach of any terms o(thb Section 20. things like geoloation or device ldentiriation,which are specific tools used
n) You must obtain a Cardholders written or electronic consent to store a Multi- together with Accenllys software.For all purposes of the Fraud Services Tenn;
Pay Token to represent such Cardholder's Card number for future purchases. the term Fraud Services Includes arty such third parry data or service providers
o) You must store the Multi-PayToken in Its Merchant Systems In lieu tithe Card accessed through any of Acmrtify's proprletary software described above.
number for all Cardholder profile records. 21.1. SaftmreUcenm&Weherebygmntyouanon<xclusive,non-uansferaWC
limited sublicense to use the Fraud Services for the duration of this Agreement, '
p) You must require Cardholders to log into their Cardholder profile in order to or until otherwise terminated,solely in connection with your use of the payment
Initiate a Transaction With the registered Token.This login must requite two and processing services otherwise described In this Program Guide.You
factors authentialionsuch as a user lD and password. acknowledge that the only right you obtain to the Fraud Services is the right to
q) It you cease a processing relationship,then you must permanently delete all use the Fraud Services for the screening and review of your own transactions In
Tokens or Multi-Pay Tokens,as applicable,contemplated under this Section accordance With the terms In this Section.
20 from all Merchant Systems no later than ninety(90) days after the The Fraud Services and related materials include confidential,competitively
termination or expiration of the processing relationshipsensitive and trade secret information,processes,software,user interfaces and
205. Term;Amendment;Termination.Unless prohibited by applicable law, other elements.You are not permitted to allow any third party service provider
Processor may modify this Section 20 by providing written notice of such access to these materials ix to the output generated by the Fraud Services,nor use
modifications to you.You may choose not to accept the requirements of any such or demonstrate the Fraud Services or related materials for,or an behalf of,any
modifications by notifying Processor In writing Within thirty(30)days after third parry service provider without the prior written permission of the Fraud
receiving the modifications notice that you are terminating the Translumor Services provider.
Service provided tmdet this Section 20.In addition toanytermination rights in this 21,2. Reservation of Rights.Subject only to the limited sublicense granted
Section 20,Processor may terminate the TramAmtor Service(i)upon tldny(30) herein,we and the Fraud Services provider(s)reserve all ownership rights to our
days'advance written notice to you,w In)immediately if your material breach of and their respective Intellectual property related in any way to the Fraud Services.
the terms contained in this Section 20 remains uncured for ten(10)days following We reserve the right to alter or suspend the,Fraud Services In the event of(in a
your receipt of written notice of such breach from Processor. violation of Fraud Services Terns or(i0 the termination of the agreement with
20.6. Fees.You shall pay the fees for TramArmor Service as set forth on the our Fraud Services provider or other Inability to continue to provide the Fraud
Application. Services.
20.7. TransArmorllmitedWammy('LlmltedWamnty').Processorwarrants 21.3. Transaction Data.Your UansKction data wig be processed by the Fraud
that the Taken or Multi-Pay Token,as applicable,returned to you,as a result of Services.As part of this processing,the transaction data may be retained for
using the TransArmor Service,cannot be used to initiate a financial sale statistical analysis,and elements of data from fraudulent transactions may be
transaction by an unauthorized entity/person outside the Merchant Systems.This aptured,relained and shared with others to help lmprovethe Fraud Services and
warranty by Processor is referred to herein as the'Limited Warranty and is subject prevent funher fraud.In no event will the source of any such retained data be
to the terms and conditions set forth in this Section 20.To be eligible for the disclosed to a third party.You hereby agree to the transmission and use of the
Limited Warranty,you must maintain a processing relationship with Processor data in this manner.
and be In compliance with all the terms of the Agreement,including this Section 21,4, Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY
20,and any other agreement relating to transaction Cards eligible for the APPLICABLE LAW,EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN,THE FRAUD
Transaumor Service.Subject to the terms,conditions and limitations set forth in SERVICES ARE PROVIDED TO YOU'AS IS;WITHOUT ANY REPRESENTATIONS OR
the Agreement,including the limitation of liabilty provislons,Processor agrees WARRANTIES OF ANY KIND.INCLUDED IN THIS DISCLAIMER ARE BOTH EXPRESS
to indemnify and hold you harmless from direct damages,including third party AND IMPLIED WARRANTIES, AND WITHOUT LIMITATION, WARRANTIES OF
claims,resulting from Processor's breach of the Limited Warranty,The express MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.THERE ARE NO
remedy for Processwh breach of the Limited Warranty set fonh in this paragraph WARRANTIES THAT THE FRAUD SERVICES WILL BE COMPLETELY ACCURATE,
constitutes Processor's entire liability and your sole and exclusive remedy for ERROR-FREE OR WILL BE AVAILABLE WITHOUT INTERRUPTION.
Processor's breach of the Limited Warranty.The Limited Warranty is void if(i)you 21.5. Limitation of Liability.The Fraud Services provide a tool for you to
use the TransArmor Service N a manner not contemplated by,or in violation of, efficiently make better informed decisions whether to accept or reject
the Agreement.including this Section 20,or any other agreement elating to transactions that may be staudulent.These is no assurance that hefaud Services
transaction Cads eligible for the TransAimor Service or(i)you are grossly Will accurately identify every instance of fraud,nor that every transaction that
negligent at engage in intentional misconduct. may appear fraudulent is in fact so.BYYOUR ACCEPTANCE OF THETERMS OF THIS
20.8. TransArmor Disclaimer.W ADDITION TO THE DISCLAIMERS SET FORTH PROGRAM GUIDE,AND YOUR USE OF THE FRAUD SERVICES,YOU AGREE THAT,
IN THE AGREEMENT.THE FOLLOWING DISCI AIMER APPLIES TO THE TRANSARMOR UNDER ANY THEORY OF I.AN OR EQUITY,WITH RESPECT TO YOUR USE OF THE
SERVICE:EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 26,PROCESSOR IRAUD SERVICES(1)OUR LIABILITY AND IIIAI OF ANY FRAUD SERVICES PROVIDER
MAKES NO RFPRESENTATIONS.WARRANTIES OR COVENANTS, EXPRESS OR StIALL BE LIMITEOTO DIRECT DAMAGES NOT TO EXCEEDTWELVE It 2)MONTHS
IMPLIED WIT11 REGARD TO THE TRANSARMOR SERVICE INCLUDING THE OF FRAUD SER VICES FEES,AND iii)TO THE FULLEST EXTENT PERMITTED BY
UNINTERRUPTEDOR ERROR-FREE OPERATION OF THE TRANSARMOR SERVICE OR APPLICABLE LAW,NEITHERWE NOR ANY FRAUD SERVICESPROVIDER SHALL HAVE
NONINFRINGEMENT. ANY LIABILITY FOR ANY SUBSEQUENT CHARGEBACKS OR LOSS OF REVENUE
FROM FALSE POSITIVE FRAUD SCORES OR IN ANY OTHER WAY RELATEDTO 111E
r - USE Of THE FRAUD SERVICES,
21.6. Termination.Upon termination of the Fraud Services for any reascm,you
If you elect to receive Fraud Services from us,then the following terms and agree to pay any remaining fees or expenses related to your use of the Fraud
conditions of this Section referred to as the Fraud Services Term;shall apply, Services,to cease attempts to access the Fraud Services and to return all user
The fraud Detection Services is provided to you by Processor and not Bank.Bank manuals or other materials received in connection with the Fraud Services.
is not a pany to this Agreement insofar as it applies to the Fraud Detection 21.7. Third Party Beneficiaries.The Fraud Services provider($)is(are)an
Services,and Bank is not bibleteyouin anywaywith respect to such se(vices.For intended thud patty beneficiary of this Section of the Program Cwide,and may
the purposes of this section,the Words lve:'our-and'us'refer only to the enforce the terms of this Section directly against you as if it were a party hereto.
Processor and not the Bank 21.8. Your Privacy Policy.Your privacy policy should reflect the fact that you
Through out strategic agreement with Accenify.Inc vie have acquired the right will subject uonsactions to fraud screening.You and your privacy legal counsel
WFano7 REVW 17114) 24
should consider your specific circumstances and what disclosures will best fit your MONTHS PRIOR TO THE DATE THAT THE LIABILITY ARISES.OR (Ip TWENTY
needs and,provide ypur customers with a clear picture of how customer and THOUSAND DOLLARS IS20,O00),WHICHEVER IS LESS.
transaction data is being used.Example language is set forth below,but is only a 22,5. Indemnification.Client shall Indemnify and hold harmless Servicers,its
suggestion,vfiich you should not adopt without careful consideration and advice directors,officers,employees,agents and Affiliates from and against any and all
of counsel..- third party claims.imses,liabilities,damages and expenses,induding reasonable
Any information you provide to Merchant may be combined with information attorneys fees,(collectively Claims)to the extent that any such Claim is caused
from other sources and used by Merchant,at a third party retained by Merchant. by or arises out of:6)any failure of Client to comply with this Agreement or any
to help detect and prevent fraud,misuse of[Merchantl's website or other illegal law at regulation applicable to BIP;0i)any dispute between Client and Buyer;or
activity.Parts or all of this information may be retained by us or the third parties (ill any instructions or procedures that Client may provide to Servicers in
Involved In fraud detection and used for future fraud prevention efforts, connection.with the Buyer Initiated Payments and Processor's compliance
Information believed to be fraudulent maybe shared with other merchanis,banks therewith.
and lawenforcement officials to help prevent further misuse.[Merchant]may also 22.6. Processing Specifications.The following details apply to how Servicers
use'device identifrcalion"technology to recognize specific computers or other transfers monies between parties.
Internet devices each time they access the webs;te,and associate historical data
with that computer or device as partofits efforts to preventfrdud or other misuse. al your accoUnless unt
be In It the
an the A of
po�entfro sdeposited foto
your account vrill be in the whole amount of the payment from your customer.
E& - After a payment is made by the Buyer,it typically takes one to three business
days for the funds to be deposited into your checking account.
The terms and conditions set forth in this Section 22 govern the provision of Buyer b) Unless otherwise specified by you on the Application,the fees applied to your
Initiated Payment services and apply only to Card payments that originate from transactions will be debited from your Settlement Account on or about the
a business certified into a Card Organization approved gateway for Buyer initiated first business day of the month following when the transactions occurred.It
Payments.These provisions do not apply to any transactions originating from a is your responsibility to ensure that there are no settings on your account
terminal or software at your business. prohibiting a debit entry.You must ensure there are adequate funds available
22.1. Description of Buyer Initiated Payments. Buyer Initiated Payments in your Settlement Account.
I allow invoices that have been electronically entered at the cardholding 22.7• Authorization.Authorization will occur at the Servicers or relevant Card
buyer's location to be processed by us for settlement to you(the seller of goods Organization.
and services in 828 transactions)without you manually re-entering the same 22.8. Termination.As stated on your Application,there is no early termination -
pieces of card and invoice Information, fee associated with RIP accounts.At any lime,you are able to terminate service by
Use of this service only changes the method of payment between you and your calling the customer service number listed on your statement.It Is your
Buyer(your customer).All other processes between you and the Buyer as it responsibility to contact your Buyers to Inform them that a different payment
pertains to lnvoicing,approvals and exceptions will remain as is for each Buyer option wif be needed on future invokes.We can terminale BIP services upon 30
paying you through this service. days notice to you or immediately in the event of your breach of the Agreement.
22.2. Acceptance of Buyer Initiated Payments.
a) There is no hardware,software,or supplies required to accept Buyer Initiated _ Mrns . -.
Payments.
b) All transactions submitted through BIP account must be Buyer initiated,You If you elect to utilize the Global Gateway e4 Services,the following additional
cannot request a terminal or initiate transactions in any way through the terms and conditions of this Section 23 shall apply.
Merchant ID established by these terms.Merchant processing must be done The Global Gateway e4 Services are provided to you by Processor and not Bank
through aseparate Merchant ID. Bank is not a parry to this Agreement insofar as it applies to the Global Gateway
c) No credits are permitted on BIP accounts.ln the event of a dispute regarding e4 Services,and Bank is not liable to you in any way with respect to such services.
a Buyer Initiated Payment.all refunds,discounts,or other remedies must be For the purposes of this Section 23,the wordslve,.our•and'us'refer only to the
handled between you and your customer,the Buyer,vAthout the involvement Processor and not the Bank
of Servicers. The Global Gateway e4 Services and Software provided and other matters
d) It is your responsibility to ensure that only customers that you authorize to contemplated under this Section 23 are subject to the rest of this Agreement,as
submit payments on this account do so.We will not disclose the fact that you applicable,except to the extent he terms of this Section 23 directly conflict with
are enrolled to receive BIP to other businesses unless you authorize us to do another provision of this Agreement,in which use the terms of this Section 23
SO. will control.
e) If a business does process a payment on the account without your consent, 23.1. Definitions.Capitalized terms used herein shall have the meanings given
you must handle the matter directly with your customer,the Buyer,without to such terms as set forth in this Section 23.1 or as defined in the Glossary or
the involvement of Servicers. elsewhere in this Section 23.
I) Sefvicersaie responsible for processing the BIP.Any concessions givenbyyour "Claim"means any arbitration award.assemment,charge,citation.claim,damage,
customers such as accelerating payment terms or changing early payment demand.directive.expense,fine,interest,joint or several liability,lawsuit or other
discounts are no;administered or enforced by Service,Such agfeementsare R;igation.notice,infringement or misapptopria:ian of any Intellectual Property
strictly part of the relationships between your business and those of your Right arviolation of anylaw,and any consequential,indirect,special,incidental or
buyers and the resolution to issues arising from those arrangements are to punitive damages and any attorney's fees and expenses incurred in connection
be handled outside of this Agreement. therewith.For purposes of the foregoing Claim definition,a Claim shall be .
22.3. Chargebacks related to Buyer Initiated Payments.In RIP processing.the considered to exist even though it may be conditional,contingent.inditec6
Buyer has control over the payment,and is therefore prohibited from Initiating potential, secondary, unaccrued, unasserted, unknown, unliquidated, or
most charge back types.In the event your buyer initiates a charge back on this unmatured,
Merchant ID,please contact Servicers. "Confidential Information"means the Software,Documentation,operational
22.4. Limitation on Liabilityllndemnificatian.NOTWITHSTANDING ANY PRO- procedures.the terms and conditions of this Section 23 lincluding any schedule,
VISION IN THIS AGREEMENT TO THE CONTRARY, SERVICER'S CUMULATIVE exhibit or addendum),pricing or other proprietary business information,and any
AGGREGATE LIABILITY FOR. ANY LOSSES, CLAIMS, SUITS, CONTROVERSIES, other information provided to you by us,whether or not such information is
BREACHES,OR DAMAGES ARISING OUT OF RELATED TO THIS SECTION FOR ANY marked as confidentiakprovided,however,that Confidential Information will not
CAUSE WHATSOEVER,REGARDLESS OFTHE FORM OF ACTION OR LEGAL THEORY, include information that(a)is or becomes generally known to the public through
SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES SUFFERED BY CLIENT AND, no fault of yours;(b)was lawfully obtained by you from a third party free of any
IN ANY EVENT,SHALL NOT EXCEEDTHE LESSER OF(1)THE AMOUNT OF FEES PAID obligation of confidentiality(c)leas already in your lawful possession prior to
TO SERVICERS BY CLIENT UNDER THIS SECTION DURING THE TWELVE (12) receipt thereof,directly or indirectly,from the disclosing pany.,(d)is independ-
w:ras our Remo 171.1 25
r—
entry developed by you without the use of the Confidential Information;(e)is AgreemenL the Documentation or as otherwise immucted by us in Artiting;Ci)
disclosed with our express written permission;or(f)is disclosed pursuant to a• use the Software or Documentation,either directly or indirectly,to develop arty
lawful court or governmental order,provided you provide us with prompt prior product or service that competes with the products and services provided under
written notice of any proceeding that may involve such an order,and an this Section 23;IQ disassemble,decompile,decrypt,extract reverse engineer or
opportunity to contest any disclosure at suchproctiding, modify the Software,or otherwise apply any procedure or process to the Software
'Customer'means your customer who would like to provide payment for your In order to ascertain,derive,and/or appropriate for any reason or purpose,the
goods or Services. source code or source listings for the Software or any algorithm,process,
'Documentation"means any and all manuals and other written materials in any procedure or other information contained in the Software,except as otherwise
form provided for use with the Software, specifically authorized in accordance with this Section 23;(iv) provide the
W by us horn time to Software or Documentation to any third party,other than to your authorized
terms of which are incorporated in this Section 73 as if fully set forth herein. employees and contractors who are subject to a written confidentiality
'Intellectual Property Rights' means any and all patents, copyrights, agreement,the terms of which ate no less restrictive than the confidentiality
Imilemarks,Irade secrets,service marks,and any other intellectual propersyrights, provisions of this Section 23; (v) make any copies of the Software or
and any applications for any of theforegoing,in all countries in the world. Documentation,except as is incidental to the purposes of this Section 23,or for
'Merchant Account'shall mean an account set up for a merchant that requires archival purposes(any copies made hereunder shall contain all appropriate
a card processor,bank,merchant id,terminal id,merchant account number,or proprietary notices);(vil rent,tease.assign,sublicense,transfer,distribute.allow
otherwise named unique merchant number. Multiple physical or virtual access to,or timeshare the Software or Documentation;(vii)circumvent or
storefronts that process transections under the same unique merchant number attempt to circumvent any applicable security measures of the Software;(Ix)
shag be deemed as one Il)Merchant Account. attempt to access or actually access portions of the First Data Global Gateway e4
not authorized for your use;or(x)use the Software for arty unlawful purpose.
"Operational Procedures' means our published policies and procedures 23.4.4. Updates.From time to time we may,at our discretion,release
contained In the various documents provided to you,as amended from time to Updates.In the event we notify you of arty such Update,you shall integrate and
time,concerning the Services provided pursuant to this Addendum,the terms of UpInstalt s.Inuch the event
einto your Systems arty in suchirty(30)Update,
days ofyouegratet d
which are Incorporated In This Addendum as if fully set forth herein. such notice.You acknowledge that failure to install Updates in a timely fashion
"Platform"means our operated,or approved,electronic payment platform(s) may impair the functionality of the Platform or any of out Services provided
and/or gateway(s)through which the payment services contemplated under this hereunder.We wit have no liability for your failure to properly install the most
Section 23 are provided current version of the Software or any Update,and we will have no obligation to
"Services"means the products or services offered through the First Data Global provide support or services for any outdated versions.
Gateway(including,but,not limited to payment processing services such as 23.4.5. Ucensors,The licenses granted hereunder maybe subject to other
authorization of transactions to the appropriate payment processing networkor licenses currently held by us.Should any license held by us tocertain technology
third party service provider,transaction responses(approved,declined),and the or software be terminated or suspende4the corresponding gcensels)granted to
detailed reporting of those transactions. you hereunder may also be terndnated or suspended in our sole and absolute
'Software'means all protocols,sof[ware components and other interfacesand discretion.You acknowledge and agree to such potential termination Or
software provided by us to you pursuant to this Section 23,and any and all suspensionand herebywaive aryand alldamage;whether actual,incidentalor
Updates to such Software. consequential resuhing therefrom.
'Your Systems"means any web sitels)operated ormainlained by you or anyiur 23.4.6. Export Compliance.You agree not to export of reexport the
behalf through which transactions are submitted for processing,and all of your Software of any underlying information or technology except in full compliance
other associated systems. with all applicable laws and regukations.ln particular,but without limitation.none
of the Software or underlying information or technology may be downloaded or
'Updates"means an embodiment of the Software that provides enhancements otherwise exported or reexported lr)to any country to which the United States
and/or improvements, has embargoed goods(or any national or resident thereof 1;Cil to anyone on the
23.2. Fees.Client shag pay Processor thefres for the Global Gateway e4 Services Untied Slates Treasury Department's list of Specialty Designated Nationals or the
asset forth an the Appliration.Aseparateaccountwi[h us for Global Gatewaye4 United States Commerce Deparment'sTableaf Derry Orders;or(u)in anymanner
Services shag be required for each separate Merchant Account held by you. not in full compliance with the requirements of the United States Bureau of
23.3. Term;Termination,The Global Gateway e4 Services shall commence as Industry and Seeurityand all applicable Export Administration Regulatlons.l(you
of the effective date of this Agreement and shall remain in effect until term'nated have rightfully obtained the Software outside of the United States.you agree not
by either party as provided herein.Either party may terminate these Services to rrexpor the Software except as permined b)lhe lawn and regulations tithe
upon giving the other party at least thirty 1301 days prior written notice.We may United States and the laws and regulations of the jurisdiction in which you
suspend or terminate your access to the First Data Global Gateway e4 without obtained the Sof[ware.You warrant that you are not located in,under the control
prior notice,with or with out cause.Regardless of the reason far termination,you of.or a national or resident of arty such country or on any such list.
shall be responsible for the payment of all fees due up to and including the 23.4,7. Federal Acquisition Regulations.If you are acquiring the Software
effective date of termination. on behalf of ant part of the United States Government(the'Govemment'),the
23.4. License Grant. following provisions apply:Any use,dupgcation,or disclosure by the Government
is subject to the restrictions set forth in subparagraphs(al through(d)of the
23.4.1. Software License. Subject to the terms and conditions of this Commercial Computer Software•Resuicied
Agreement,Pracessof grants toyou aoyally free,non-exclusive,nontransferable Rights clause al FAR 52.227-19 when applicable,or in subparagraph(clow.)of
Imlted license to uuthe Software,during the term of this Agreement for the cote the Rights in Technical Data and Computer Software clause at DFARS 252.227-
andl'mined purpose ofsubmitting payment transauions to us for processingiand 7913, and in similar clauses in the NASA FAR Supplement. We are the
otherwise using our Services as set forth herein, contractor/manufacturer,with the address set forth below,Any use,modificatiort
23.4.2. Documentation License.Subect to the(eons and conditions of this reproduction,release,performance.display or disclosure of the Software and/at
Agreement,Processor grants to you,and you hereby accept,a royalty free.non• the accompanying documentation by the Government or any of its agencies shall
exclusive,non•transferabke limited license,without right of sublicense,to use the be governed solely by the terms of this Addendum and shall be prohibited except
Documentation during the term of this Agreement for the sole and limited to the extent expressly permitted by the terms of this Section 23.
Purpose of supporting your use of the Software and the First Data Global Gateway 23.4.6. Return l Destruction.Upon termination at expiration of the Global
e4.You shall strictly follow all Documentation provided to you,as it may be Gatewaye4 Services,all licenses granted hereundershalk immediately terminate,
amended from time to time by us,in our discretion,To the extent that there is any and within five IS)days thereof,you shall either return to us or destroy the
conflict between the Documentationand the lermsof ibis Agreement,the terms Softwareand the Documentation,and shallso certify to us in writing.
of this Section 23 shalt govern and control. 23.4.9. No other Licenses.Except as expressly provided above,no license
23.4.3. Use Restrictions.You shall not,and shall not cause or permit any for any patents,copyrights,trademarks,trade secrets or any other intellectual
third party to:(it use the Software in any way,other than in accordance with ibis propertyrights,express or implied,are granted hereunder.
erseom esvoo Dn�) 26
23.4.10. Use of Transaction Data.As permitted by applicable law and 23.9. Reserved
regulation,we reserve the right to copy and distribute to third parties,any 23.10.Indemnification.You shall Indemnify clefend,and hold us,our subsidiaries
information associated with your use ofthe Software oryouranivities on the First and affiliatesand ourand their officers,directors,employees,shareholders,agents
Data Global Gateway e4. and attorneys from arty Uaim(s)arising from the conduct of your business,any
23.5. Platform Matters transactions submitted through the first Data Global Gateway e4 hereunder for
235.1. Integration with Your Systems.While we provide Software to you, payment processing,any false or Inaccurate representation made by you or the
you acknowledge that the Software itself is insufficient to allow your Systems to negligence,fraud,dishonesty or willful behavior of any of your employees or
function with thePlatform.Programming,development and maintenance of your agents,orfrom your failure to strictly comply,in whole or in parLwith asty:(l terms
Systems and their functionality are your sole responsibility.You have the sole and conditions pursuant to this Agreement and any addenda hereto or
responsibility to select and employ any competent programming agent(s)to Documentation;or(ii)applicable law,regulations or Card Organization Rules.
accomplish the programming required to make your Systems function correctly Upon written notice from us to you,you shall immediately undertake the defense
with the Platform and the payment services contemplated hereunder of such Claim byrepresentatives of your own choosingsubject to our reasonable
(9nlegmtion').You shall be responsible for all technical support for your Systems approval.
and Integration related issues.You agree that you will use commercially 23.11.Limitation of Liability.
reasonable efforts to complete the Integrationist scones possible.You will be 23.11.1. Processor is not liable for the merit and legitimacy of the orders
responsible for all of your own development and implementation costs forwarded by you.All liability for validity of orders remains with you.We are not
associated with such Integration.Notwithstanding any other provision of this responsible for any data entry errors,Customer misrepresentations,or reporting
Section 23,you acknowledge that unless and until you complete the Integration, errors resulting from your actions.We shall not be liable to you or your Customer
no services need be provided by us to you pursuant to Section,except as for the accuracy of the Information provided by the First Data Global Gateway e4
otherwise specifically provided in Section 23.5.2 below.In addition,you or our Services.
acknowledge and agree that,even ifyou have completed lntegration,if you have 23.11,2.In noevent shallwe be(lableto you,or loanyother person orentily,
not entered into a valid merchant processing agreement with an authorized bank under this Section 23,or otherwise,for any punitive,exemplary,special,incidental
card processor,you cannot receive payment processing services through the First or consequential damages,including,without limitation,any loss or injury to
Data Global Gateway e4. earnings,profits or goodwill.
23.5.2 Set-Up Assistance Services Subject to Section 23.5.1 above,upon 23.11,3. Notwithstanding any provision in this Agreement to the contrary,
your request to us,and upon payment of arty applicable fees,we will provide you in no event shall out flat bility under this Section 23 for all Claims arising under,or
with setup services to assist with the Integration, related to,this Section 23 exceed,in the aggregate(inclusive of any and all Claims
235.3. Shut Downs.We reserve the right,from time to time,without prior made by you against us,whether related or unrelated),the lesser of:(I)the total
notice,to shut down and restan the Platform for maintenance and/or software amount of fees paid by you for the our Services during the 12-month period
upgrades for reasonable time periods of one minute at more. immediately preceding the date the event giving rise to such Claim(s)occurred;
23.5.4. Orders by Customers.You are solely responsible for accepting, or iii)SI0.000.00.
processing,and filling any orders for purchases by your Customers,and for 23.11,4. Notwithstanding provisions set forth herein,we will not be liable
handling any inquiries arising therefrom.You shall use the highest standards in for any Claims under this Agreement arising directly or indirectly from or
the industry in responding to complaints by Customers.,
We are not responsible otherwise concerning:(a)any termination,suspension,delay or disruption of
or liable for any unauthorized access to your data at your Systems by any means service(including billing for a service)by the Internet,any common carrier or any
or device. third party service provider;(b)any failure,disruption of malfunction of the
23.6. Security of Information.We writ use commercially reasonable efforts to Softwase.the services provided hereunder of the lnternetor anycommunications
maintain the security of the Software and the Platform.You will use commercially network,facility or equipment beyond our reasonable control,whether or not
reasonable efforts to maintain Ilse security of your Systems.Such steps by you attributable to one or more common carriers or third party service providers;(c)
will be taken at your sole cost and expense.and shall Ind ude.without limitation: any failed attempts by you or your Customers to access any Systems or to
(i)creating firewalls to protect against unauthorized access to your Systems by complete processing transanions;or id)any failure to transmit,obtain or collect
your employees, contractors, Customers, at by any other person; and (ii) data from Customers or for human,machine or software effort orfaultyoryous
implementing reasonable protective techniques suggested by us.You further at your Customer's erroneous input.
agree that you will be bound by and comply with all of our and all Card 23.12.DISCLAIMER OF WARRANTIES.YOU ACKNOWLEOGE AND AGREETHAT
Organization security rules and regulations as they now exist or as each may be THE USE OF THE GLOBAL GATEWAY e4,SM OUR SERVICES AND THE SOFTWARE
amended or supplemented from time to time.Notwithstanding the foregoing, ARE ATYOUR SOLE RISK WE MAKE NO REPRESENTATION ORWARRANTY,,EXPRESS
the parties recognize that there is no guarantee or absolute security of OR IMPLIED,AND NO IMPLIED AT LAW WARRANTY SHALL ARISE FROM THIS
information that is communicated over the Internet. ADDENDUM THE SOFTWARE,THE DOCUMENTATION,OUR PROCEDURES,THE
23.7. Privacy. LYe have adopted an online Privacy Statement to inform SERVICES PROVIDED HEREUNDER,OR FROM PERFORMANCE BY US,INCLUDING,
individuals as to our nline collection and use of personal information.You agree WITHOUT LIMITATION:(A)ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
that.during the term of this Agreement,you will adequately communicate and FITNESS FOR A PARTICULAR PURPOSE,(B) ANY WARRANTIES OF NONINTER-
comply:vith an appropriate privacy policy explaining your online collection and TERENCE OR NO\•INFRINGEMENT;OR(C)ANYWARRANTIES THAT ANY PRODUCT
use of the personal information of ycur Customers.Unless required by law,Card OR SERVICE PROVIDED HEREUNDER INCLUDING BUT NOT LIMITED TO THE
Organization Rules,or done putsuant to this Agreement,you shall not,under any SOFTWARE)WILL(1)MEET YOUR REQUIREMENTS:(2)OPERATE ACCORDING TO
circumstances,sell.purchase.provide,or otherwise disclose any customer's YOUR EXPECTATIONS; (3) PROVIDE ACCURATE DATA; OR (4) OPERATE
account information,transaction information.or other personal information to UNINTERRUPTED OR ERROR FREE. ANY AND ALL SUCH WARRANTIES ARE
any th;sd party.You shall store all data securely.We may advise potential users of EXPRESSLY DISCLAIMED BY US AND WAIVED BYYOU.WE DO NOT L•/ARRANTTHAT
the services that vie have a relationship with you, ANY ERROR5 WILL BE CORRECTED.EXCEPT AS OTHERWISE SPECIFICALLY SET
23.8, Audit Rights.Upon notice to you,we may audit your usage,records and FORTH HEREIN,ALL SOFTWARE AND SERVICES PROVIDED HEREUNDER ARE
security of the Software,you,Customer's payment processing Information,and PROVIDED ON AN 'AS-IS,WITH ALL FAULTS' BASIS.THIS DISCLAIMER OF
the services provided hereunder to ensure(I)that you are using the Software and WARRANTIES CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. All
the services in full compliance with the provisions of this Section I3;(fil that all decisions to reject any processing transaction or payment for your products or
applicable fees have been paid;(iii)that you are adhering to your Privacy Policy; services are solely your responsibility.
and;(iv)that you are in full compliance with all applicable la-.vs.regulations and 23.13.Notices.You agree to notify us of any change in your name,type of
rules(including but not limited to Card Organization Rules).Any such audit shall business,or any other information required on your Merchant Processing
be conducted during regular business hours at your offices and shall not interfere Application at least thirty(30)business days prior to the effective dare of change.
unreasonably with your business. Any notice or other communication required or permitted to be given hereunder
VIFB1707 REVW pna) 27
shall be in writing addressed or transmitted to the parry to be notified at such 'restricted transactions' as defined in the Unlawful'Internet Gambling
parry's address at number at such parry's last known address arnumber,and shall Enforcement Act of 2006 and Regulations GG(Restricted Transactions')Issued
bit(i)if sent by ushamd delivered or delivered by facsimile transmission,mernight thereunder are prohibited from being processed through your Account or any
couderor certified,registered,regular mad w e+natbor in Bunt by you,certified relationship between you and the Bank You represent and warrant thin you will
or registered mait postaige prepaid return receipt requested to 6101 Condor Drive, not submit such Restricted Transactions for processing through your Account.
MoorparkCA 93021.Any notice delivered hereunder shall be deemed effective, You further acknowledge and agree that you will not useyour merchant account
as appliable,upon delivery,B hand delivered or sem by overnight courier,upon and/or the Services for illegal transactions,for example,tham prolnLited by the
receipt as evidenced by the date of transmission indicated on the transmitted Unlawful Imemet Gambling Enforcement Act,31 U.S.C.Section 5361 at seq.as
materlal,Uby facsimile transmission ore-maR;on the date of delivery indicated on may be amended from time to time,or those Involving any Person listed on the
the return receipt,if mailed by cenifed or registered mail;or ten(10)days after US.Department ofireasuryOffice of Foreign Assets Central,Specialty Designated
mining.if by regular mail(or as otherwise required by applicable law).The pads' Nationals and Blocked Persons List(available at wwwbeasgortalae)or the U.S.
addresses may be changed by written notice to the other party as provided Department of State'sliefforist Exclusion List(available at w initstategnv)or the
herein. processing and acceptance of transactions in certain jurisdictions pursuant to 31
23.14.Subcontractors.Processor may subcontract all or pan of the Services CFR Part 500 et seq.and other laws enforced by the Office of Foreign Assets
using a variety of providers globally,but,notwithstanding any such subcontract, Controll'OFAC'I or in connection with illegal activity of any kind.
Processor shall remain fully responsible for performance of the Services,including In the event we identify a suspected restricted transaction,we may block or
ensuring the compliance of subcontractors with the terms of this Agreement otherwiseprevent or prohibit such transaction,we maydose the Account orend
applicable to such subcontractors. the relationship,and we may seek any other remedies available to us under this
24. Choice of Law; Venue; Waiver of Jury Trial; Agreement or otherwise.
Limitation on Claims 253. Notices.Except as otherwise specifically provided,all notices and other
commurdations required or permitted hereunder(other strut those involving
24.1. Choice of Law.Our Agreement shall be governed by and construed in normal operational matters relating to the processing of Card transactions)shag
accordance with the laws of the State of New York(without regard to its choice of be in writing to you at your address appearing in the Application.orvia Electionk '
law provlsram). Communications(as furtherdescribed in Section 25.121.indudig but not limited
24.2. Venue.We have substantial facilities In the State of New York and marryof to the e-mail address you have provided on the AppliationU to us at our address
the services provided under this Agreement are provided from these facilitiesappearing in Section 4 1 A of this Agreemem with a copy to Attention:General
The exclusive venue for any actions or claims arising under or related to this Counsers Office,3975 N.W.120th Avenue,Coral Springs,FL 33065.Notices shall
Agreement shall be in the appropriate state or federal coup looted In Suffolk be deemed to have been given(i)if sent by mail or courier,upon the earlier of
County,NewY,ark five(5)days alter mailing of when actually recelved or,ln the ase of courier when
24.3. Waiver of Jury Trial.ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL delivered.and ill It sent by facsimile machine,when the courier confirmation copy
RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING is actually received Notice given In any other manner shall be effective when
INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT, actually received.Notices sent to your last known address(Including e-mail
24.4. Without limiting any other terms or conditions contained In this address),as Indicated in our records,shall constitute effective notice to the
Agreement.you agree that any lawsuit or other action you may wish to bring Merchant under this Agreement.
against us to adjudicate claims arising under this Agreement must be Notwithstanding the above,all bankruptcy or collection relatednotkes must be
commenced and fled by you within am(1)year of the date on which your claim sent to the following address-Merchant Services Dept.5251 Westheimer Road,
first accrued,without regard to the date on which your claim was discovered.Any Fourth Floor Houston,Texas 77056 Attn:Bankruptcy,and Collection Notifications.
action that is not commenced and filed by you within such one(1)year time All such notices must include the related merchant name and merchant number.
period shall be barred without regard to any other limitations period set forth by Failure to provide Notice to this address or include this pertinent merchant
law or statute. Information will be deemed ineffective.All notices must include your merchant
24.5. You understand and agree that request for additional secondary loationls) name(s)and merchant numberls).Failure to provide notice in the manner
shall be included in this Merchant Processing Agreement. described in this Section will be deemed ineffective.
gggr 15.4. Headings.The headings contained in this Agreement are for convenience
of reference only and shag not in any way affect the meaning or construction of
25.1. Fora Majeure.No party shall be liable for any default or delay in the any provision of this Agreement.
performance or its obligations under this Agreement B and to the extent such 25.5. Severablllty.The parties intend every provision of this Agreement to be
default or delay is caused,directly or indirectly,by(1)fire,Rood,earthquake, severable.If any part of this Agreement is not enforceable.the remaining
elements of nature or other acts of God;(ill any terrorist attacks or outbreak or provisions shall remain valid and enforceable,
escalation of hostilities,war,rbU at civil disorders in any country;fill atry acts 15.6. Entire Agreement; Waiver. This Agreement constitutes the entire
amissien of the other party or any government authority: iv)any labor disputes A .6. Entire
between the ; Waiver. respectmtutet thereof and
(whether or not employees'demands arc reasonable or within the party's power 9 P Pe
m sarisfy9;m(v)the nonperformance by a Person for any similar cause beyond the supersedes any previous agreements and understandingsA parry's waiver ora
reasonable control of such party, including without limitation, failures or bread,of any term of coudltion of this Agreement shag not be deemed a waiver
fluctuations in lelecommuniaticns or other equipment.In any such event,the of any subsequent breach of the same or another term or condition
non-peffarming patty shall be excused from any further performance and 25.7. Amendment. We may modify any provision of this Agreement by
observance of the obligations so affected only for as long as such circumstances providing written notice to you You may choose not to accept the requirements
prevail and such party continues to use commercially reasonable efforts to of any such change by terminaling the Agreement within twenty 1201 days of
tecommencepedormanceotobservameassoanaspractiable.Notwithstanding receiving uotite,lf you choose lodo so,nu(ify us that you am terminating for(his
anything to the contrary in this paragraph,your failure to receive payment of reason so that we may waiveanyearly termination fee that might otherwise apply,
funds from a Person shall not excuse the performance of your obligations to us For purposes olthis mWor,in addition to Electronic Communications(as further
under this Agreement. described in Section 25.11)an electronic ot'dick-wrap notice intended to modify
25.2. Compliance with Laws. In performing its obligations under this or amend this Agreement and which you check9 Accepi'ar•1 Agree'or otherwise
Agreement,each pa try agrees to comply with all laws and regula(ions applicable accept through an electronic process,shall constitute a writing as required herein.
to It.You further agree to cooperate and provide information requested by This section 2S.7 does not apply to fee changes.whichare governed by Sections
Servicemas Servicers determine necessaryto facilitate Servicers compliance with 55 and 5.6.
any applicable law including without limitation the rules and regulations 25.8. Third Party Beneficiaries.Our respective Affiliates and any Persons we
promulgated by the Office of Foreign Assets Control of the US Department of the use in providing the Services are third party beneficiaries of this Agreement and
Treasury.Without Limiting the foregoing,you acknowledge and agree that each of them may enforce its provisions as it was a party hereto.Except as
Wia17a7REVaa177141 28
expressly provided in this Agreement,nothing in this Agreement is intended to B.
OPIIiRATING PROCIEOURES
confer open any Person or entity other than the parties any rights or remedies,
and the parties do not intend for any Persons to be third-party beneficiaries of this This pan of the Program Guide(th rough Section 38)describes the procedures
Agreement. and methods for submitting Credit Card transactions for payment,obtaining
25.9. Card Organization Rules. The parties acknowledge that the Visa, Authorizations,responding to Chargebacks and Media Retrieval Requests,and
MasterCard and Discover Card Organization Rules give Visa.MasterCard and other aspects of the operations of our services.
Discover,certain rights to require termination or modification of this Agreement Processor is a full-service financial transaction processor dedicated,among other
with respect to transactions involving Visa,MasterCard and Discover Cards and processing services,to facilitating the passage of your Sales Drafts back to the
the Visa,fdasterCard and DiscoverCard systems and to investigate you.The parties thousands of institutions who issue the MasterCard,o Visa'and Discover Cards
also acknowledge that issuers of other Cards,for which we perform services on carried byyour customers,as well asto the independent Card Issuers of American
your behalf,may have similar tights under their applicable Card Organization Exptess•.The Operating Procedures contained in this pan focus primarily on the
Rules with respect to this Agreement's applicability lotransactions involving such MasterCard,Vio and Discover Card Organization Rule"nd seek to provide you
other Cards. with the principles for a sound Card program;however,you should consult the
25.10.Publicity.Client may not use our logo,name trademarkor service mark Card Organization Rules forcomplete information and to ensure full compliance
of Processor and/or Bank in any manner,including without limitation,in any with them.They are designed to help you decrease your chargeback liability and
advertisements,displays,or press releases without the prior written consent of train your employees.(In the event vre provide Authorization,processing or
Processor and Bank. settlement of transactions involving Cards other than MasterCard,Visa and
25.11.IRS Reporting.Pursuant to Section 605OW of the Internal Revenue Code Discover,you should also consult those independent Card Issuers'proprietary
merchant acquiring entities and ihlyd party settlement organizations are required rules and regulations.)
to file an information retumwith the lRSfareach calendar year beginning January The requirements set forth in these Operating Procedures will apply unless
1, 2011,reporting all payment card transactions and third party network prohibited by law.You are responsible for following any additional at conflicting
transactions with merchants occurring in that calendar year.Accordingly,you will requirements imposed by your state or local jurisdiction.
receive a Form 1099 reposing your gross transaction amounts for each calendar
year beginning with Inrisactions processed In calendar year 2011. '
In addition,amounts reportable under Section 605OW are subject to backup Card Acceptance
withholding requirements.We are required to perform backup with holding by 26.1. Card Descriptions.At the point of sale,the Card must be carefully
deducting and withholding income tax from reportable transactions it(a)you fail examined to determine whether it is a legitimate and valid Card and not visibly
to provide your taxpayer Identification number(TIN)to us,or(b)the IRS notifies altered or mutilated.The name of the Card(e.g.,Visa,MasterCard,Discover or
us that the TIN(when matched with the name)provided by you is incorrect. American Expressl should appear in bold letters on the Card.For all MasterCard
Accordingly,to avoid backup withholding from your daily merchant funding and Visa Cards and some Discover Cards,the Card Issuer(e.g.,XYZ Bank etc)
amount,it is very important that you provide us with the correct name and TIN should also appear inbold letters on the Card.The following isa description ofthe
that you use when filing the tax return that includes the transactions for your authorized Visa.MasterCard,Dixaver and American Express Card designs:
business. Visa: Visa Cards have the Visa symbol on the right-hand side of the Card.Above
PLEASE NOTE THAT VARIOUS STATES MAY HAVE ADDITIONAL REPORTINGI• the Visa symbol is the 3-dimensional hologram of the Visa Dove design.7he
WITHHOLDING REQUIREMENTS. expiration date must be followed by one space and the symbol'V'Visa Cards
25.12 Electronic Communications. You consent to receiving documents, contain a 16-digit account number embossed across the middle of the Cards and
notices and other communications from us electronically(collectively;Hectranic the first digit is always a fou r(4),In addition,the Classic and Preferred Cards have
Communicational rather than in paper form.We may send such Electronic the first four digits of the account number printed directly below the embossed
Communications to you directly at the last known emal address that you provide number.You must always check these numbers carefully to ensure that hey are
to us,or we may notify you that an Electronic Communication is available at a the same-Vim has a new Card design which differs significantly from the previous
website designated by us and provide you with instructions on accessing the descriptian.'Card Acceptance and Chargeback Management Guidelines for Visa
Electronic Communication.You agree that such notification will be sent to you at Merchants'(VRM08.12.16).You may download the documentfree of charge from
the last known e-mail address that you provide to us,which will be the email Visa's website at httpV/mm.vim.com/merchant or order a hardcopy to be mailed
address identified an your Appl'cation unless you subsequently notify us that you to you for a nominal charge by telephoning Visa Fulfillment at 800-VISA-311.Both
have a new email addiess.You agree to maintain a valid email address and keep the old and nese Visa Card designs will be circulating concurrently In the
your email address current with us at all times.You understand and acknovledge marketplace through the year 2010.Only Visa Cards fining the old or new
that access to the Internet,e-mail and the worldwide web are required for you to descriptions may be accepted.
access an Electronic[ommunicalion,and you confirm that you have such access. Beginning May 2008,Visa issued a new card design for unembossed Visa cards.
You understand that there may be costs related to accessing Electronic Unlike embossed Visa cards with raised numbers,letters and symbols,the un-
Communications(e.g.you may have to purchase internet services,software or embossed card has a smooth,not surface.Because of the unembassed cards flat
hardware),and you agree that you are responsible for any such related access surface,it cannot be used for transactions that require a card imprint.On-
costs.Al our discretion,we may choose to discontinue or resume sending embossed cards can only be used by merchants who process with an electronic
Electron Commun}cations at any tine provided that if we elect no;to send a Point Of Sale ienninal.Asa result,the bottom ofdte card bearsthe following note.
document,notice orcommunicalion electronicaCy,we wiil;nstead send the same 'Electronic Use Only:
in paperform.You acknowledge that if for anymason you are not able to open a Mosle,Cafd AlasterCard Cards are issued under the following names:MasterCard,
readable version of an Electronic Communication that we send to you,it is your EuroCard,Access,Union,Million and Diamond The MasterCard symbol appears an
responsibility to contact us to notify us of the same and to request a copy in paper the front at back of the Caid.MasterCard and the Globe designs appear in a 3-
form.
•fofars. dimensional hologram above the symbol.ln addition,the words Classic.Preferred.
Gold or Business may appeacManerCard account numbers are sixteen(16)digits.
and the first digit is always a five(SI.The first four d;gats of the account must be
printed directly below the embossed number,Only MasterCard Cards fitting this
description may be accepted.Beginning tan 20D6,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 chargefrom
&lasterCard'swebsiteathtto_//%vn mastercardmerchantconfusrmerchant.Both
the old and new MasterCard Card designs will be circulating concurrently in the
w.asrar9eioo ann 29
marketplace through the year 2010.0nlyMasterCard Cards fitting the old or new • Athree-dimensional hologram image of Heaven Temple in the flreground
descriptions may be accepted. with Chinese characters in the background appears on the front of all such
Discover The Discover Netwlikincludes DiscoverDiners Club International,JCB. Cards.The hologram reflects light wit Is rotated.
Unionisay,BCCard and Dinacmd.Valid standard rectangular plastic Cards bearing • 'Valid Thru and the Cardholder name(which may not be in English)are
a Discover#Acceptance Mark include the following common characteristics and embossed on the front of the Card.
disunctivefeaturres. • The CID appeals on the upper right comer of the signature panel.
• The Discover Acceptance Mark may appear on the lower right comer of the Note:Text on Cards beating a China UnfonPay Acceptance Mark may not be
(tont,badcor both sides of the Card. printed in English.
Cards display either a three-dintensional hologram on the front orback of the
Card or a three-dimensional holographic magnetic stripe on the back of the Card Numbersare made up of 16digit%starting with'35'embossed orprinled
Card.Valld Cards do not display holograms on both front and back on the front of the Card.
• Card Numbers may be embossed or unembossed and will appear on either Embossed digits on the Card should be dear and uniform in size and spacing
the front or back of a Card Card Numbers begin with the numberWand are within groupings.
composed of 16 digits that should be clear and uniform in size and spacing. The Cardholder name and,ifappiicabitbus%nese name embossed on the front
• The Cardholder name,and if applicable,business name,may be embossed or ofthe Card
unembossed and will appear on either the front or back of the Card. A JCB Acceptance Mark appears on the front of the Card.
• The'Valid Thru date may be embossed at unembossed and will appear on Athree•dimensionof hologram image of wising surlrainbow,uW'JCB'in micro
either the front or back of a Card in mm/yy format that indicates the last lettering appears on either the front or the back of the Cwd.The hologram
month in which the Card is valid reflects light as it is rotated.
The words T215COVEW or"DISCOVER NEWORK'appears on the front of the The embossed expiration date appears in mmlyy or mm/dsllyy format on the
Card under an ultraviolet light. front of the Card and Indicates the last month in which the Card Is valid.
• The signature panel displays the words'DISCOVEW or'DISCOVER NETWORK' The Card contains a magnetic stripe on the bads of the Card
and may vary In size.Cards may contain a panel that includes an ultraviolet The name'1C8'appears In ultraviolet ink on the left bottom of the front of the
image of the word'DISCOVER'An underprint of'void'on the signature panel Card when held under an ultraviolet light.
becomes visible if erasure of the signature is attempted. The first four digits of the Card number match the4•digit number pre-printed
The lastfour digits of the Card Number may be displayed on the back of the just below the embossed Card number of the front of the Card
Card and are commonly printed In reverse Indent printing on the signature The fust four digits of the Card number displayed on the signature panel on
panel. the bade of the Card match the last four digits of the Card number that
On embossed Cards,a security character,displayed as an embossed stylized appears on the front of the Ca rd.
'D'appears on the front of the Card. The lost four digits of the Card number on the back of the Card followed by the
The 3 digit CID Is printed on the bade tithe Card in a separate box to the right 3-digit CID.
of the signature panel. An overprint on the signature panel reads'JC9'in two colors,blue and green.
NOTE:Valid Cards may not always be rectangu4u in shape(e.g..Discover 2Cs0 Some Cards have an embedded Integrated circuit chip on the front of the
Cards). Certain valid unembossed Cards or Contactless Payment Devices Card,
approved by us for use in accessing Card Accounts to g.comactless slickers,key The wads'Good Thru;Valid Dates,"VaBd Thru,'or'Expiration Date must
lobs, and Mobile Commerce Devices) and to conduct Contactless Card be printed new the expiration date.The corresponding words in the language
Tiamattions may not display the some features described above.Card expiration of the country where the JCB Card is issued may also be printed,The words
date and other features listed above are not displayed on such Contactless 'MonthNeat'or the corresponding words in the language of the country
Payment Devices. where the JC8 Card is issued may be printed above or below the expiration
NOTE:For unembossed Cards used to conduct a Card Present Card Sales, date.
Merchants must obtain an Authorization Response electronically using a POS Note:Some valid Cards bearing the JCB Acceptance Mark will have a printed.
Device.A Card Sale involving an unembossed Card may be sub eci to Dispute if unembossed Card number on the Card.lf a Card sale involving a valid,JCB Card
the Merchant'key enters Card information Into a POS Device and does not use with an unembossed Card number cannot be completed by swiping the Card
the electronic Authorization procedures. through the POS Device,the Card should not be accepted.Y
9you accept ir Card
Dints Club Internationalthat displays a primed rather than emtiossed,Card number,you are required to
A Diners Club International Acceptance Mark in upper left corner, obtain a Card imprint,the Card sale may be subject to dispute.
• Two-characler alphanumeric code printed in the lower fight corner. American Fxmress:
Embossed 14-digit Account Number(begins with 361. All American Express Card Numbers start with'37'or'34'The Card number
Embossed digits on the card must be clew and uniform in size and spacing appears embossed on the front of the Card Embossing must be dear,and
w3hin groupings. uniform in sizing and spacing.Soms Cards oho have the Card Number printed
on the back of the Card in sire signature panel.These numbers,plus the last
Embossed expiration data appears in mmiyy format and indicates sire last (out digits printed on the Sales Draft,must match.
month in which the Card k valid.
Note.Some valid Cards bearings Diners Club International Acceptance Mark P'e•p6rited Card Identification(CID)Numbers must always appear above the
display a printed,unembossed Card numbedf a Card sale involving a Diners Club Card Number on either the right or left edge of the Card.
International Card with an unembossed Card number cannot be completed by Onlythe person whose name appears on an American Express Card is entitled
swiping she card through the POS Device,the card should not be accepted.It to use u.Cards are not transferable.
submitted such card sale may be subject to Dispute. Some Cards contain a holographic image on the front or the back or the
Union Pay: plastic to determine authenticity.Not ail American Express Cards have a
holographic image.
emb
• digit Card numberng wish'622,"624;'625;'626;or'628'is The signature on the balk of the Card must match the Cardholder's sig nature
embossed on the from of thehe CaCard, an the Sales Draft,and must be the same name that appears on the front of
Embossed digits on the Card should be dear and uniform in size and spacing. she Card.The signature panel must nen be taped over,mutilated,erased or
The embossed expiration date appears in mm/yy formal and indicates the painted over,
last month in which the Card is valid. Some Cards also have a three digit Card SecuntyCode 13CSCI number printed
The Card contains a magnetic snipe. on the signature panel.
vnenm nEvaopul 30
26.2. Effective/E xplration Dates.At the point of sale,the Card should be MasterCard: For MasterCard transactions,you must obtain an Authorization for
carefully examined for the effective(valid from)(if present)and expiration(valid each Sales Draft on each transaction date.You must note on both Sales Drafts the
thru)dates which are located on the face of the Card.The sale date must fall on words 'delayed delivery;'deposit' or 'balance,' as appropriate, and the
or between these dates.Do not accept a Card prior to the effective date or after authorization date and approval code.
the expiration date.If the Card has expired,you cannot accept it for a Card sale NOTE:For Visa and MasterCard transactions,if delivery Is more than twenty-five
unless you have verified through your Authorization Center that the Card is in (25)days after the original transaction date and the initial Authorization reques4
good standing,otherwise,you are subject to a Chargeback and could be debited you should reauthorize the unprocessed portion of the transaction prior to
for the transaction. delivery.For Discover transactions,the same rules apply if delivery is more than
26.3. Valid Signature.Check the back of the Card Make sure that the signature ninety(90)days after original transaction date and initial Authorization request.
panel has not been disfigured or tampered with in any fashion (an altered 9 the transaction is dedined,contact the Cardholder and request another form of
signature panel may appear discoloredglued or painted,or show erasure marks payment.For example:On January 1,a Cardholder orders $2,200 worth of
on the surface).The signature on the back of the Card must compare favorably furniture and you receive an Authorization for the full amount:however,only a
with the signature on the Sales Draft.The Sales Draft must be signed by the Card S200 deposit is processed.The above procedures ase followed,with a$2,000
presenter in the presence of your authorized representative(unless a Card Not balance remaining on the furniture;the$2,000 transaction balance should be
Present Sale)and in the same format as the signature panel on the Card;e.g.,Harry reauthorized.
E.Jones should not be signed H E.Jones.The signature panels of Visa,MasterCard E)iscovec For Discover transactions,you must label one Sales Draft'deposWand
and Discover Cards have a 3-digit number(CVV 2/CVC 2/CID)printed on the panel the other•balance;as appropriate.
known as the Card Validation Code. You shall submit Authorization requests you receive and await receipt of the
Visa,MasterCard and Discover.If the signature panel on the Card is blank in Authorization Response prior to completing the Card sale. A positive
addition to requesting an Authorization,you must do all the following: Authorization Response will remain valid for thirty(30)calendar days from the
• Review positive identification bearing the Cardholders signature(such as date of the Authorization response for Card sales in the car rental industry,airline
passport or drivers license that has not expired)to validate the Cardholder's and passenger railway industries,the lodging industry and other travel MCCs
identity. including passenger transport and all International Card sales. A positive
Indicate the positive identification,including any serial number and expiration Authorization response will remain valid for ten(10)calendar days from the date
date,on the Credit Draft or Sales Draft;provided that you must effect PAN of the Authorization response for Card sales in all other industries and MCCs.
Truncation,and must not include the expiration date on the copy of the Sales In addition.you must complete Address Verification at the time of the'balance'
Draft or Credit Draft that you provide to the Cardholder,or as required by authorization,and you must obtain proof of delivery upon delivery of the.
applicable law,the Sales Draft or Credit Draft you retain. serviaslmerchandise purchased.You may not submit sales data relating to the
Require the Cardholder to sign the signature panel of the Card prior to 'balance'to us for processing untilthe merchandise/service purchased has been
completing the Transaction. completely delivered.
26.4. Users OtherThan Cardholders.A Cardholder may not authorize another American Express:For American Express Card transactions,you must dearly
individual to use hustler Card for purchases,Be sure the signature on the Card disclose your Intent and obtain written consent from the Cardholder to perform
matches with the one on the Sales Draft.Furthermore,any Card having two a delayed delivery transaction before you request an Authorization.You must
signatures on the back panel is invalid and any sale made with this Ca rd can result obtain a separate
in aChargeback.For Cards bearing a photograph of the Cardholder,ensure that Authorization Approval for each delayed delivery transact ion on their respective
the Cardholder appears to be the person depicted in the picture which appears Charge dates and clearly indicate on each record that the Charge is either for the
on the Card.If you have any questions•all the Voice Authorization Center and deposit or for the balance of the transaction.You must submit the delayed
request to speak to a Code 10 operator, delivery transaction record for the balance of the purchase only after the items
26.5. Special Terms.If you limit refund/exchange terms or impose other specific have been shipped,provided orservices rendered.For deposits,submission must
conditions for Card sales.you must provide proper disclosure to the Cardholder be on the date the Cardholder agreed to pay(or the deposit for the purchase.For
at the time of transaction In accordance with applicable law.If applicable,the balances,submission must be on the date the items are shipped,provided or
words'No Exchange.No Refund;etc.must be clearly printed on the Sales Draft services rendered.You must submit and
near at above the Cardholder's signature.The Cardholders copyas well as your Authorize each delayed delivery transaction under the same Merchant Account
copy,must clearly display this Information near or above the Cardholder's Number and treat deposits on the Card no differently than you treat deposits on
signature.Applicable disclosures will vary by transaction type. all other payment products.
During a liquidation andfor closure of any of your outlets,locations and/or Advance Payment Charges for American Express Transactions.
businesws,you must post signs clearly visible to customers stating that'A(I Sales An advance payment Charge is a Charge for which full payment is made in
Are Final;and s!amp she Sales Draft with a notice that•All Sales Are Final.' advance of you providing the goods and/or rending services to the Cardholder
Generally do not give cash,check or in store credit refunds for Card sales.Visa and such Charges carry higher risk American Express may withhold settlement for
allows for the following exclusions:a cash refund to the Cardholder for a small part or all of such Charges until it is determined that the risk has diminished,
ticket transaction or a no sig nature required transaction,a cash refund,Credit.of You must follow the procedures below if you offer Cardholders the option or
,other appropriate form of Credt to the recip'en! of a gift purchased as a require chem tomakead%ance payneni Charges for the foliew:ing types o:goods '
Mail/Phone Orde,transaction,ora cashrefund or in-stow Credit for aVisa prepaid and;or servi ev
card transaction if the Cardholder states that the Visa prepaid card has been Custom-orders(e.9.orders for goods to be manufactured to a customer's
discarded.NOTE A disclosure does not eliminate your liability for a Chargeback. sperifications).
Consumer protection laws and Card Organization Rules frequently allow the
Cardholder to dispute these items notuthstanding such disclosures Entertainment/ticketing le.g.,sponing events,concerts,season tickets).
26.6. Delayed Delivery or Deposit Balance.In a delayed delivery transaction Tu'non,room and board,and other mandatoryfees(e g,lbrary fees)of higher
where a Cardholder makes a deposit toward the full amount of the sale,you educational institutions.
should execute two separate Sales Drafts(each completed fully as described in Airline tickets,vehide rentals,rail tickets,cruise line tickets,lodging,travel-
Section 26.1.1,the first for a deposit and the second for payment of the balance related services(e.g.,tours,guided expeditions).
upon delivery of the merchandise or the performance of she services For an advance payment Charge,you must:
Yja You must obtain an Authorization for each Sates Draft on each transaction State your full cancellation and refund policies,clearly disclose your intent and
date You must assign the separate Authorization numbers to each Sales Draft, obtain written consent from the Cardholder to bill the Card for an advance
respectively.You must note on such Sales Drafts the words'delayed delivery,' payment Charge before you request an Authorization.The Cardholder's consent
'deposii or•balance.'as appropriate.and the authorization dates and approval mustincludehis orheragreemencto allthe termsbf the sale(including price and
codes. any cancellation and refund policies),and a detailed description and the expected
w•senoz Rtwomi+s 31
delivery date ofthe goods and/or services to be provided(induding,Rapplicable, Offer their American Express customers the option to receive written
expected arrival and departure dates). notification for the recurring transactionls)at least(10)ten days prior to
• Complete a Sales D2ft.lf the advance payment Charge is a Card Not Present submining,or any time the Charge amount exceeds a maximum amount that
Charge.you must alsc:ensure that the Saks Draft contains the words•Advance has been set by the Cardholder,
PaymenVand within twenty-four(24)hours of the Charge being incurred Within twenty-four(24)hours of Incurring the first recurring billing Charge,
provide the Cardholder written confirmation(e.g.ema0 or facsimile)of the provide the Cardholder written confirmation(e.g,emaB or facsimile)of such
advance payment Charge, the amount, the confirmation number (if Charge,Including all material terms of the option and details of your
applicable),a detailed description and expected delivery dale of the goods ance0ation/refund policy;and
and/a services to be provided(including expected arrival and departure Where the material terms of the option change after submission of she first
daies,ifappliable)and details of your cancellation/refund policy. retuning billing Charge,promptly notify the Cardholder in writing of such
U you cannot deliver goods and/or services (e.g.because custom-ordered change and obtain the Cardholder's express written consent to she new terms
merchandise cannot be fulfdkdLand if alternate arrangements cannot be made, prior to submitting another recurring billing Charge.
you must immediately issue a Credit for the full amount of the advance payment The cancellation of an American Express Card constitutes immediate cancellation
Charge which cannot be fulfilled. of that Cardholder's consent for recurring Charges.Amedcon Express will not have
In addition to other Changeback rights,a Chargeback may be exercised for any any liabiEty from such cancellation.If an American Express Card is cancelled or a
disputed advance payment Charge or portion thereof if the dispute cannot be Cardholder withdraws consent to recurring Charges,you are responsible for
resolved inyour favorbased upon unambiguous terms contained In the terms Of arranging another form of payment with the Cardholder.
sale to which you obtained the Cardholders written consent. All recurring transactions or preauthorized orders may not include partial
26.7. Recurring Transaction and Preauthorized Order Regulations.if you payments for goods or services purchased in a single transaction.
process recurring transactions and Charge a Cardholder's account periodically You may not impose a fiance charge In connection with a Recurring Transact ion
for retuning goods or services (e.g.,monthly Insurance premiums,yearly or Preauthorrzed Order.
subscriptions,annual membership fees,etc),the Cardholder shall complete and
deliver toyou a Cardholder approval for such goods or services to be charged to If you process recurring payment transactions,the Retuning Payment Indicator
his account.The approval must at least specify the Cardholders time,address, must be included In each Authorization request,and as applicable,each Balch
account number and expkaUon date,the transaction amounts,the frequency of submission entry.Penalties on be assessed by the Card Organizations forfailure
recurring Charges and the duration of time for which the Cardholder's permission to use the Recurring Payment Indicator.
is granted.For Discover transactions,the approval must also include the total 26.8. Certain Rules and Requirements.The following odes are requirements
amount of recurring Charges to be billed to the Canthokler's account,including strictly enforced by Visa,MasterCard and Discover,
taxes and tips and your Merchant Account Number. Your minimum Credit Card acceptance amount cannot exceed 510.00.Such
Iflheiemdngtranuctionis ienavzedlhe Cardholder must complete and deliver minimum amount must be established to all Credit Cards regardless of Card
to you a subsequent written request for the continuation of such goods or issuer or Card brands.Unless you are a federal government entity of institution
services to be charged to the Cardholder's account.You may not complete a of higher learning,you may not establish maximum amount as a condition
recurring Irmacdon after receiving a cancellation notice from the Cardholder or for accepting a Card except that for Discover transactions,you may Writ the
Issuer or after a request for Authorization has been denied. maximum amount a Discover Cardholder may spend hand only if,you have
If we or you have terminated this Agreement,you may not submit authorization not received a positive authorization response from the Issuer.Setting a
requests car sales data for retuning transactions that are due after the termination minimum transaction amount limit for Debit Cards(PIN Debit or Non-PIN
date of this Agreement.and you must Inform Cardholders for which you have Debit)is prohibited.
submitted the recurring transactions that you no longer accept the Card. You cannot establish any special conditions for accepting a Card.
You must obtain an Authorization for each transaction and write*Recurring Youmaypnovide a discount/incentive fora consumer lopaywith ash,check
Transactiori(o RO.'for MasterCard transactions/'Signature on File'for American Credit Card,Debit Card etc,however,you must clearly and conspicuously
Express)on the Sales Draft In lieu of the Cardholder's signature.A positive disclose the discount to consumers.Also,you must offer the discount to all
authorization response for one recurring transaction Card Sale is not a guarantee consumers and you cannot discriminate based upon Card brand or Card
that any future recurring transaction authorization request will be approved or Issueulfowever,you may choose not to accept either U.S.Issued Debit Cards
paid. or U.S.issued Credit Cards under the terms described in Section 26.9.
For all recurring transactions.you should submit the 3-digit CID with the first You may direct customers to a particular brand or type of general purpose
authorization request but not subsequent authorization requests.DiscoverCard card or a particular form of payment.U.S.merchants may also encourage
Organization Rules specifically require that you follow this CID procedure for customers who initially present a Visa Card to use a payment card with a
Discover recurring transactions. different network brand,a different type of payment aid or a different form
Also,(or Discover recurring transactions,the Sales Draft must include a general of payment.
description of the transaction,your merchant name and a toll-free customer US.merchants may engage in any of the following:
service number that life Carcholder may call to obtain customer assistance from You may offer a discount or rebs te,including an immediate discount or rebste
you or to cancel the written approval for the returning transaction, at the point sale;
For Ameuint o
can Express recurring transactions you should periodically verify with You mayoffera free on discounted produa,service or enhanced service;
Cardholder that their information leg.Card Number,expiration date,billing
addness)is still accurate.This will improve the likelihood of obtaining anapproval You my offer an incentive.erxouragement,or benefit,
to an Authorizationrequest. You may express a preference for the use of a particular brand or type of
The method to secure consent for returning Changes must contain a disclosure general purpose card or a particular form of payment;
that you nay receive updated Card account information from the Issuer.You must You may promote a particular bond or type of general purpose card or a
retain evidence of consent to receive updated Card account information from the particular form or forms of payment through posted information.through the
Issuer(or twenty-four(24)months from the date you submit the last recurring size,prominence,or sequencing of payment choices,or through other
billing Charge.if you offer Cardholders the option to make recurring billing communications to a customer;
Charges,you must: You maycommumcale loo customerthe reasonablyestimated or actualcosts
Ensure that your process for cancellation of recurring billing is simple and incurred by the merchant when a customer uses a particular brand ortype of
expeditious, general purpose and or a particular foam of
payment on the relative costs of
Clearly and conspicuously disclose all material terms of the aption,including, using different brands ortypes afgeneral purposecandsor different formsof
if applicable,the fact that recurring billing will continue until the option Is payment;or
cancelled by the Cardholder, You may engage in any other practices substantially equivalent to these
vnevor xlvoo pct+l 32
You cannot require the Cardholder to supply arty personal information(e.g., 26.10.Deposits of Principals.Owners,panners,officers and employees of your
home or business phone number;home or business address including zip business establishment,and the guarantors who signed the Application,are
code;or driver's license number) unless instructed by the Authorization prohibited from submitting Sales Drafts or Credit Drafts transacted on their own .
Center.The exception to this isfor a maUtelephoneMtemet order or delivery- personal Cards,other than transactions arising from bona fide purchases of goods
required transactions,or as otherwise permitted by applicable law.Any or services in the ordinary course of your business.Such use in violation of this
information that is supplied by the Cardholder must not be in plain view when Section 2610 is deemed a ash advana,and cash advances a re prohibited.
mailed. 26.11.Merchants In the Lodging Industry.
Any tax required to be collected must be included in the total transaction 26.11.1. Generally.There are additional rules and requirements that apply
amount and not collected in ash. to merchants in the lodging industry for practices including,but not limited to,
• You cannot submit any transaction representing the refinance or transfer of Guaranteed Reservations and Charges for no shows, advance deposits,
an existing Cardholder obligation deemed uncollectible. overbookings•and priority checkoutlfyou are a merchant in the lodging industry.
• You cannot accept a Visa Consumer Credit Card or commercial Visa Product, you must contact us for these additional rules and requirements.Failure to do so
issued by U.S.Issuer to collect or refinance an existing debt. could result in additional charges or termination of this Agreement.
• You cannot submit a transaction or sale that has been previously charged 26.11.2. Lodging Service Services Programs. In the event you are a
back lodging merchant and wish to participate In Visas and/or MasierCard's lodging
You must create a Sales Draft or Credit Draft for each Card transaction and services programs,please contact your sales representative or relationship
deliver at least one copy of the Sales Draft or Credit Draft to the Cardholder, manager for details and the appropriate MasterCard and Visa requirements.
You cannot submit a transaction or sale to cover a dishonored check 26.11.3. Written Confirmation of Guaranteed Reservations.You must
• If you accept Card checks,your Card check acceptance policy must treat the provide the Cardholderwith written confirmation of a guaranteed reservation.
acceptance of checks from all payment card brands that you accept equally. The confirmation must contain:
(e.g,Byou accept MasterCard,Visa and Discover,your check acceptance policy Cardholder's name as it appears on the Card,if present.
must treat checks for all three payment card brands equally).You should Card Number initiated where required by applicable law to you or us and Ca rd
handle these Card checks like any other personal check drawnupon abank expiration date ifpresent,unless prohibited by applicable law to you or us.
in the United States. Reservation confirmation number.
Failure to comply with any of the Card Organization Rules may result in fines Anticipated arrival date and length of stay.
or penalties. The cancellation policy in its entirety,inclusive of the date and time the
• You will Inform the Cardholder that you are responsible for the Card cancellation privileges expire,
transaction including your goods and services and for related customer
service,dispute resolution and performance of the terms and conditions of Any other pertinent details related to the reserved accommodations.
the transaction. 26.11.4. Cancellation of Guaranteed Reservations. If a Cardholder
26.9. Card Acceptance.if you have indicated either in the Merchant Processing requests acancellationin accordance with Merchant's cancellation policy and
Application or by registering with us at least thirty(30)days in advance that,as specified time frames,Mer chant must provide the Cardholder with a cancellation
between Non-PIN Debit Card transactions and Credit Card transactions,you will number and instructions to retain a record of it.If a Card holder requests a mitten
limit your acceptance to either I,)only accept Non-PIN Debit transactions;at(R) confirmation of the cancellation,Merchant must forward this confirmation within
only accept Credit Card transactions,then the following terms in this Section 26.9 thin(31 Business Days of the Cardholder's request.The cancellation confirmation
will apply: must contain:Cardholder's reference that Charges were placed on the Card,it
26.9.1. You will be authorized to refuse to accept for payment either Non- applicable,or a guarantee that a•no-show'Charge will not be placed on the Card.
PIN Debit Cards or Credit Cards that are issued within the United States.You will, Cardholder's name as it appears on the Card,if present.
however,continue to be obligated to accept all foreign issued Credit or Debit Card Number,truncated as required by applicable law to you or us.
Cards issued by MasterCard,Vim or Discover so long as you accept any type of Card expiration date,if presenl,unless prohibited byapplicable las,toyoucrus.
MasterCard,Voa or Discover branded Card. Reservation cancellation number.
26.93. While many Debit Cards include markings indicating debit Isuch as Date of cancellation.
'Visa Checkcard,Visa Buzz,Gift Card,DEBIT,or Mastermoney),many Debit Cards The name of the Merchants employee that processed the cancellation.
may not include 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 Any other pertinent information related to the reserved accommodations.
accept.You agree to institute appropriate systems and controls to limit your 26.12.Customer Activated Terminals and Self-service Terminals.Prior to
acceptance to the Card types Indicated.You may purchase a table of ranges of conducting Customer Activated Terminal MAT')transactions or Self-Service
numbers currently associated with Debit Card transactions upon execution of Terminal transactions you must contact us for approval and further instructions,
confidentiality/non-disdosure agreements required by the Card Organizations. rules and requirements that apply to CAT and Self-Service Terminal transactions.
You will be responsible for updating your systems to utilize such tables and to Failure to do so could result in additional charges or termination of this
obtain updated tables.You must safeguard BIN information provided by us.11 you Agreement.
share our provided BIS information with a third party to use on your behalf,you Customer Activated Terminals for American Express Transactions
must require they safeguard it also and use it only for card type identification at Charges for purchases at your Customer Activated Terminals ICATs)must meet
the POS. the requirements for Sales Draft as detailed below:
26.9.3. To the extent that you inadvertently or intentionally accept a You must include:
transaction other than the type anticipated for your account.such transaction Full Magnetic Snipe data stream or chip Card data in all Authorisation '
will downgrade to a higher cost interchange and you will be billed the difference
in interchange(a Non-Qualified Interchange Fee),piusa Non-Ouaffied Surcharge requests.and:
(see Section S.1 and Glossary). CAT indicator on all Authorization requests and Submissions
26.9.4. Based upon your choice to accept only the Card types indicated in American Express will not be liable for actual or alleged fraudulent Charges
the Application,you must remove from your premises any existing signage occurring through Customer Activated Terminais(CAT)and will have the right to
indicating that you accept all Visa,MasterCard or Discover Cards and use Chargeback for those Charges.
approved specific signage reflecting your policy of accepting only Non-PIN Debit 26.13.Displays and Advertising.You must prominently display appropriate
or Credit Cards. Visa,MasterCard,Discover.American Express,and,it applicable, other Card
26.9.5. Even if you elect not to accept Non-PIN Debi;Card transactions as Organization decals and program Marks at each of your locations,in catalogs,on
provided above.you may still accept PIN Debit Card transactions if you have websites and on other promotional materials as required by Card Organization
signed up for PIN Debit Services. Ruies.if you elected to accept such Card payments on your Application.You may
lwFal)al PNa4 p tel 33
not indicate that Visa,MasterCard,Discover,or any other Card Organization • You muss deliver to us a single authorization request for the aggregate total
endorses your goods or services. of the goads/services purchase amount and the Cash Over amount of the
Your right to use the program Marks of the Card Organizations terminates upon Card sale.You may not submit separate authorization requests for the
the earlier of(i)B and when your right to accept the Cards of the respective Card purchase amount and the Cash Over amount.
Organization terminates(e.g,if your right to accept Discover Cards terminates, • The Sales Draft must Include bosh the purchase amount and the Cash Over
your are no longer permitted to use Discover Program Mafks).(hl delivery of amount,and you may not use separate Saks Drafts for the purchase amount
notice by us or the respective Card Organization to you of the lamination of the and Cash Over amount.
right to use the program Mark(s)for that Card Orgarrizatian,or(li)termination of • Cash Over may only be offered with a Card Present Card Sale that Includes,
the license to use the program marks by the respective Card Organization to us. purchase of goods ot services by the Cardholder.You must not Issue Cash
American Express:If you elected to accept the American Express Card on your Over as a stand-alone tansaction.Merchanls that offer Cash Over may require
Application,whenever payment methods are communicated to customers,or the lotalamount of aCard Salewitha Credit productinduding Cash Over,to
when customers ask what payments are accepted,you must indicate your meet a minimum tramacllon amount of up to$10.00.
acceptanceofthe American Express Card and display the American Express Marks You shall not assess or charge fees of any type or amount,including any
(including anyCard application formsprovided loycu)as promiMnllyand inthe surchargeson Cash Over transactlons.None of the rues or charges applicable
same manner as you do for any other Card or payment products.You must not to Cash Advances shag be applied to Cash Over transactions.
use the American Express Marks in any way that injures or diminishes the goodwill Cash Over may not be dispensed in connection with Credit;Cash Advances.
associated with the American Express Marks,nor(without prior written consent or any Card Sale for which you are unable to electronically capture Track Data
from us)Indicate that American Express endorse your goods or services.Yosshall using the POS Device.
only use the American Express Marks as permitted by the Agreement and shall The maximum amount of cash that you may issue as Cash Over is SI 00.00.
cease using the American Express Marks upon lamination of the Agreement. (Cash Over may not be available In certain markets.Conan us for further
26.13.1. Discover Sublicense to Use Discover Program Marks.You are information)
prohibited from using the Discover Program Marks,as clamed below,olher than 26.16.TelecommunkatlonTmnsactiom.Telecommunication Card Sales occur
as expressly authorized in writing by us.'Discover Program Marks'means the when a telephone service provides is paid directlyusinga Card for individual local
brands,emblemsjmdemarWrid/or logos that identify DiscoserCards,including, or long-disancetelephone calls.(NOTE:pre-paid telephone service cards are not
without limitation,Diners Club International Cards,JCB,UnfonPay,BCcard,and and do not give rise to Telecommunication Card Sales).Prior to conducting
Discard Additionagy,you shall not use the Discover Program Marks other than Telecommunication transactions you must contact us for approval and further
as a part of the display of decals,signage,advertising and other forms depicting Instructions,rules and requirements.Failure to do so could result in additional
rise Discover Program Marks that are provided to you by us or otherwise approved charges or termination of this Agreement.
in advance in writing by us.
You may use the Discover Program Marks only to promote the services covered 27. Suspect Transactions
by lire Discover Program Marks by using them on decals,indoor and outdoor If the appearance of the Card being presented or the behavior of the person
signs,advatising materials and marketing materials;provided that an such uses Presenting the Cant is suspicious In nature,you must Immediately call the Voice
by you must be approved In advance by w In writing. Authorization Center and ask to speak to a Code 10 operator.Answer all their
You shag not use the Discover Program Marks in such away that customers could questions and follow their instructions.While not proof that a transaction is
believe that the products or services offered by you are sponsored or guaranteed fraudulent.the following are some suggestions to assist you in preventing
by the owners of the Discover Program Marks.You recognize that you have no fraudulent transactions that could result in a Chargeback:
ownership tights in the Discover Program Morks.You shall not assign to any third Ask yourself,does the Customer.
party any of the rights to use the Program Marks. appear nervous/agitated/hunrled?
26.13.2. American Express sublicense to Use American Express Marks. appear to be making indiscriminate purchases(e.g,does not cafe how much
You shall only use the American Express Marks as seasonably necessary to an item costs,theslae,elc.)?
periormyouf obligations under the Agreement.The gufdeTmes listed below apply make purchases substantially greater than your usual customer(e.g.your
to the Mefdklnt's use of the American Express'Blue Box*logo. average transaction is 560,but this transaction is for S360)?
The*86c Bos logo must always be shown In the pre-approved'American IrMt on taking the merchandise immediately(e.g.,no matter how diffrcuft it
Express blue or.In one or two color communicationsor black is to handitIs not interested in free delivery,alterations,etc)?
The space around the'Blue Boz'must equal at least 1/3 the size of the box. appear to be purchasing an unusual amount of expensive items or the same
The'Blue Box*logo minimum size is 3/8'and in,is the preferred sae. items?
A minimum distance of 1•1/2 times the size of the'Blue Box'must be allowed take an unusual amount of time to sign the Sales Draft,or look at the back of
between the'Blue Boz'logo and another Mark the Card as he signs?
•
For additional guidelines on the use of the American Express Marks,you can talk fast or carry on a conversation to distract you from checking the
visit the American Express website at www,emericanexpress comfdecals. signature?
• You must remove American Express Marks from your website and wherever take the Card from a pocket instead of a wallet?
else they are displayed upon lerminatian or the Agreement or if do not elect repeatedly come backm a short amount of time orright before closing time,
to accept or are not authorized to accept American Express Cards. to make additional purchases?
26.14.Cash Payments by and Cash Disbursements to Cardholders.You must cause an unusual, sudden increase in lire number and average sales
not accept anydirect payments from Cardholders for Charges of merchandise or transactions over a one•to three-day period?
services which have been included on a Sales Draft;it is the tight or the Issuer to tell you he has been having sane problems with his Issuer and request that
receive such payments.You may not make any ash disbursements or cash you call a number(0at he provides)fora'special-handling or Authorization?
advances to aCardholdef as part of a Card transaction unless you are a financial have a previous history of disputed Charges?
institution with express authorization in writing in advance by Servicers.For
Discover,cash advances in authorized jurisdictions other than the United States place orders Babe shipped to an address other than the billing addressor use
may be conducted in an originating current anonymow/free email domains?
y g g y provided that cash advances may
be subject to d souse and/or Acquirer fees. place orders sent to zip codes or countries where you show a history of
26.15. Discover Cash Over Transactions.Cash Over transactions are not fraudulent claims?
available for MasterCard or Visa transactions.You may issue Cash Over in frequently make purchases and then return goods for cash?
connection with a Discover Card sale provided that you comply with the use a prepaid Card to purchase other prepaid Cards?
provisions of this Agreement including the following requirements: use a large numbers of prepaid Cards to make purchases?
wra1m7aEYaopn4l 34
I
Does the Card: Cardholder's signature. However,eligible merchants participating in
have claaracters the same size,height,style and all within alignment? MasterCard's Quick Payment Service Program,Visa Easy Payment Program,
appear to be re-embossed(the original numbers or letters may be detected American Express No Signature Program,Discover No Signature Program,
on the back of the Card)? and/or certain Discover transactions(see note below)are not required to
have a damaged hologram? obtain the Cardholder's signature under certain conditions set forth by each
program;
•
haw aMagnetic Stripe on the back on the Card? Date of the transaction;
• have an altered Magnetic Stripe? Amount of the transaction(including the approved currency of the sale);
• have an altered signature panel(e.g.appear discolored,glued or painted,or Description of the goods and/or services involved in the transaction(if there
show erasure marks on the surface)? are too many items,combine them into one description;e.g'dothing'instead
• have'velid from'IeHective)and'valid shru(expiration)dates consistent with ofone pair of pants,one shin 1.Do not carry information onto a second Sales
the sale date? i Draft;
If you use an electronic terminal and swipe the Card,make sure the account Description of your merchandise return and Credit/refund policy:
number displayed on the terminal and/or the Sales Draft matches the number A valid authorization code;and
on the Card.If 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 Merchant's Doing Business As("D/B/A)name and location(city and state
transaction.IF THE NUMBERS DO NOT MATCH,DO NOT ACCEPTTHE CARD AS A required)and Merchant Account Number.
FORM OF PAYMENT, EVEN THOUGH AN AUTHORIZATION CODE FOR THE When imprinting Sales Drafs,do notalter the Cardholder account numbercircle
MAGNETICALLY SWIPED CARD NUMBER MAYBE RECEIVED. or underline any information on the Sales Draft or alter a Sales Draft in any way
Fraud-Prone Merchandise Tips: after the transaction has been completed and signed.Stray marks and other
•
Gift Cards,jemiryvideo,stereo,computer and camera equipment,shoes and alterations on a Sales Draft may render it electronically unscannableunreadable
mens clothing are typically fraud-prone because they an easily be resold. or illegible.This may result in a Chargeback or summary adjustment to your
Be suspicious of high dollar amounts and transactions with more than one account.
fraud-prone Item.e.g.,twoVCRs.three gold chains,etc. For Discover sales using a paper Sales Draft(as opposed to Electronic Draft
If you suspect fraud: Capture),the paper sales draft must also contain the initials of your representative
or employee that conducted the transaction.For Discover Credils.the Credit Draft
Call the Voice Authorization Center and ask to speak to a Code 10 operator. must contain the signature of your authorized representative or employee that
• If the terminal does not display the Card number,call the POS Help Desk for conducted the transaction.
terminal assistance. Discover Card Sales in an amount more than 550.00 including sales taxes,tip,
REMEMBER:AN AUTHORIZATION CODE ONLY INDICATESTHE AVAILABILITY OF A surcharge and/or Cash Over amount are not eligible for treatment as No
CARDHOLDER'S CREDIT AT THE TIME OF THE TRANSACTION.IT DOES NOT Signature Required Card Sales and you may lose a dispute of such a Card Sale if
WARRANT THAT THE PERSON PRESENTING THE CARD IS THE RIGHTFUL the Merchant fails to obtain the Cardholder's Signature on the Sales Draft.
CARDHOLDER,IF PROPER PROCEDURES ARE NOT FOLLOWED ATTHETIME OFTHE Eligible merchants participating in Visa Easy Payment Service TVEPS1(Visa's No
TRANSACTION,YOU ARE SUBJECT TO A CHARGEBACK AND YOUR ACCOUNT MAY Signature Required Program),Quick Payment Service and/or Small Ticket are only
BE DEBITED FOR THE AMOUNT OF THE TRANSACTION. required to provide the Cardholder with the completed Sales Draft when
Drafts . requested by the Cardholder.
You must prepare a Sales Draft or Credit Draft,as applicable,for each Card NOTE:For Visa.MasterCard and Discover transactions,it you are a merchant
transaction and provide a copy of it or a transaction receipt or copy of the Draft operating under certain merchant category codes(*MCC')approved by Visa,
to the Cardholder at the time the Ca rd transaction is completed. MasterCard and Discover,you are not required to obtain the Cardholder's
28.1. Information Required.All ofthe following information must be contained signature so long as the full track data is transmitted in the authorization request
on a single page document constituting a Sales Draft or Credit Draft: and the sale amount is below the applicable program floor limit(MasterCard/
Discover/American Express is 550.00 or less.Visa's program limit remains at 525.00
Cardholder's account number must appear on the Sales Draft or Credit Draft
or less excluding U.S.grocery Stores(MCC 5411)and discount stores(MCC 5310)
in the manner required by applicable law and Card Organization Rules.NOTE: where the limit has been raised to 550.00.
The copy of the Sales Draft or Credit Draft you provide to a Cardholder must
not include the Cardholder's expiration date or any more than the last(our For MasterCard,i.r
you are operating vending machines under MCC ,5499
you
digits of the Cardholder's Card number.5ome states have similarrequiremenU (Miscellaneous Food Storer{onvenience Stores,Markets,Specialty Stores),you
that also apply to the Sales Drafts or Credit Drafts you retain.MasterCard need not provide a receipt at the time a transaction is conducted.If a vending
requires that Card expiration dates be excluded from the Sales Drafts or Credit machine cannot prm4de a printed receipLyou must disclose and post instructions
Drafts your business retains.You are solely responsible to determine the Card -advising customers how a receipt may be obtained.
account number truncation requirements and Card expiration date exclusion Sales Drafts for American Express Transactions.
requirements for your state/jurisdiction; You must create a Sales Draft for every Charge-For each Charge submitted
Gear imprint of the Card.Wheneser the term'imprint'is used it refers to the electronically,you must createan electronically reproducible Sales Draft.The Sales
process of using a manual imprinting machine to make an impression of the Draft fond a copy of the customer's receipt)must disclose your return and/or
Card on a Sales Drafuit does not include the printout from a printer attached cancellation policies.
to an electronic device.11 you use an electronic device(e.g.authodzation/draft If the Cardholders•rants to use different Cards for payment of a purchase,you may
capture terminal,cash register.POS Device,etc)and swipe the Card to read create a separate Sales Draft for each Card used.However,if the Cardholder is
and capture the Card information via the Magnetic Svipe.you do not haw to using a single Card for payment of a purchase,you shall not divide the purchase
imprint the Card.HOWEVER,IF THE TERMINAL FAILS TO READ THE MAGNETIC into more than one Charge,nor shall you create more than one Sales Draft.
STRIPE OR IF YOU ARE REQUIRED TO OBTAIN AVOICE AUTHORIZATION,THEN .Submit the Charge to American Express directly.or through your Processor,for
YOU MUST IMPRINT THE CARD.IN ADDITION,THE SALES DRAFT MUST HAVE payment.
THE CARDHOLDER'S SIGNATURE FAILURE TO FOLLOW THESE PROCEDURES ,Retain the original Sales Draft(as applicable)and all documents evidencing the
WILL PREVENT YOU FROM DEFENDING A TRANSACTION IN THE EVENT THAT
IT IS CHARGED BACK UNDER A CLAIMTHAT THE RIGHTFUL CARDHOLDER DID Charge.or reproducible records thereof,for the timeframe listed inout country-
NOT AUTHORIZE THE PURCHASE.ENTERING INFORMATION INTO A TERMINAL specific policies.
MANUALLY WILL NOT PREVENT THIS TYPE OF CHARGEBACK.FOR MAIL/. -Provide atopy of the Sales Draft to the Cardholder.
TELEPHONE/INTERNET AND OTHER CARD NOT PRESENT ORDERS SEE You may be able to create more than one Sales Draft if the purchase qualifiesfor
SECTION 28.2.; a delayed delivery Charge.The retention time frame for Sales Drafts is twenty-
WFelzo:REVoo Ib l+1 35
four(24)months from the date you submitted the corresponding Charge to us. Mail,Telephone,Internet and other Card Not P7esenl'transoctions have a
Pursuant to applicable law,truncate the Card number and do not print the Cards substantially higher risk of Chargeback.Since you will not have an imprinted or
expiration date on the copies of Sales Drafts delivered to Cardholders.Truncated magnetically swiped transaction and you will not have the Cardholder's signature
Card number digits must be masked with replacement characters such as-x; on the Sales Draft as you would in a face•lo-f ice transaction,you will assume all
or's;and not blank spaces or numbers. risk associated with accepting a mail/telephone/Internet or other Card Not
If you submit Charges on paper,you must create a Sales Draft containing all of Present transaction.The following procedures,white they will not eliminate
the following required data: Chargebacks,are useful in reducing them and should be followed by you:
•Provide a copy of the Saks Draft to the Cardholder. Obtain the exphation date of Card
• Full Card number and expiration date(pursuant to applicable law),and if On the Sales Draft,dearly print the Cardholder's account numbereffective
available,Cardholder name. and expiration dates;date of transaction;description of the goods and
• The date the Charge was incurred. services;amount of the transaction(including shippirg,handling,Insurance,
etc);Cardholder's name,billing address and shipping address;authorization
• The amount of the Charge,which must be the total price for the purchase of code;and merchant's name and address(city and state required);provided,
goods and services(plus applicable taxes and gratuities)purchased on the that you must effect PAN Truncation,and must not include the expiration date.
Card. on the copy of the Sales Draft or Credit Draft that you provide to the
• Adear description ofthe goods or services purchased by the Cardholder. Cardholder,or as required by applicable law,the Saks Draft or Credit Draft
• An imprint or other descriptor of you name,address,Merchant Account you retain.
Number and,ifapplicable,store number. For mail orders,mile'MO`:(or telephone orders,mite'TO'on the
• The words'no refunds If you have a no refund policy,and you return and/or Cardholders signature line.
cancellation policies. If feasible.obtain and keep a copy of the Cardholder's signature on file on
American Express No Signature Program. forth authorizing you to submit telephone and mag order transactions.
You may participate in the American Express No Signature Program.The No You should utilize the Address Verification Service for all Card Not Present
Signature Program allows establishments not to request a signature from Transactions(see note below).Address Verification is specifically required for
Cardholders on the Sales DraFCTo qualify for the No Signature Program,both the all Discover Card Not Present Transactions,sold 9you do nor receive a positive
establishment and each Charge must meet the following criteria: match through AVS,you may not process the Discover Card Not Present
Transaction.lf you do not have AVS,contact us Immediately.
Establishment Criteria. You should obtain the 3 or 4 digit Card Validation Code number and Include
If your establishment is classified in an industry that accepts in-person Charges, it with each authorization request. Discover Card Organization Rules
then the establishment may participate in the No Signature Program with the specifically requite that you submit the Card Validation Code with the
exception of the following categories: authorization request for all Discover Card Not PresentTransactions.
Merchants who do not conduct In-person Charges(i,e,internel,mall orde(ot For telephoneorders,it is recommended that written verification of the sale
telephone«der). be requested from the Cardholder(sent by mall or fax),
• Prohibited transactions as set forth in Section 39.6 or illegal transactions« You may not submit a transaction for processing until after the merchandise
activity,as described in Section 25.2. has been shipped or the service has been provided to the customer.(The card
• High Risk Merchants(eq..establishments whose business type has had Orgaruzauom will permit the Immediate balling ofmerdandise manufactured
historically high occurrences of fraud and disputed charges with American to the customers specifications(i.e.,special/custom orders)provided the
Express or as compared to other similarly situated merchants(or both): Cardholder has been advised of the billingdetads)
examples include intern) electronic services or nighidubsAounges) as You should provide a copy of the Sales Draft to the Cardholder at the time of
determined by American Express in its sole discretion. delivery.You must ala obtain proof or delivery of the goods or services to the
Merchants placed in American Express'Fraud Full Recourse Program. address designated by the Cardholder Ile.,by getting a signature of the
Charge Criteria: Cardholder or person designated by the Cardholder through the delivery
carrier).If the Cardholder visits one of your locations to receive the goods or
The amount or Charge must meet the threshold established in American services purchased,obtain an imprint of the card and the Cardholder's
Expresi country specific polity, signature.
• IheClarge Submission must include the appropriate Indicator to reflect that Notifytbe Cardholdir of delivery time frames and special handling and/or of
the Card and the Cardholder were present at the point of sale, cancellation policies.Merchandise shipping dates must be within seven(7)
The Charge Submission must include a valid approval, days of the date Authorization was obtained.ISarter the order has been taken,
Under the No Signature Program,Chargebacks will not he exercised for such additional delays ma be Incurred(e,g.,out of stmidnutify the Cardholder and
Charges based solely an the establishment's failure to obtain the Cardholder's reauthorize the transaction.
signature at the point of sale.If a disproportionate amount or a number of You may not require a Cardholder to complete a postcard other document
disputed Charges under the No Signature program or cur,you must cooperate to that displays the Cardholder's account number in clear vice/when mailed,
reduce the amount or number of disputed Charges.Ifs«h efforts fail,you may be Ifyou accept orders via the Internet.your web site must include the following
placed in American Express Chargeback programs,or your establishments information in a prominent manner:
participation in the No Signature Program may be modified or terminated.The - Complete description of the goods or services offered
established threshold for charges to qualify under the No Signature Program is _ Description of your merchandise return and CrediVrelund policy,
26.2. M less. - Customer service comacrincludhrg email address andlar telephone number;
Pres Mail/Telephone/Internet(Emmmeree)Orders and Other Card Not _ Transaction currency(U.S.dollars,unless permission is otherwise received
Present Salm Youmayanly engage in mail/tekphonellnternet orders provided from Servicers):
iheydo not exceed the percentage ofyour total payment Card volume reflected _ Any Servicble export at legal restrictions;
on your Application. Failures to adhere to this requirement may result In
cancellation or your Agreement.Merchants conducting Internet transactions - Delivery policy.
using MasterCard or Visa Cards must have special codes(an'ElectronicCommerce _ Consumer data privacy policy;
Indicator')added to thein authorization and settlement records.Discover does - A description of the transaction security used on your website,and
not use an Electronic Commerce Indicator.Failure to register as a merchant - The sale or disclosure of databases containing Cardholder account numbers,
conducting Internet transactions can result in fines imposed by the Card personal information,or other Card transaction information to third parties
Organizations. is prohibited. ,
L'ha0a7 pFVa0 p/N) 36
— Address of merchant including country. any specifications with respect to darn enctyption,may change at anytime upon
— Cancellation polity;and thirty(30)days advancewritten nodce.You shall not accept any Internet Discover
— Date any free trial period ends. Card transaction unless the transaction is sent by means of a browser which
supports the designated protocol.
You may not accept Card Account Numbers through Electronic Mail over the . 283. Customer Service Telephone Numbers for Card types which are funded by
Internee individual non-bank Card Organizations include:
NOTE AVS(and other fraud mitigation tools such as Verified by Visa,MasterCard American ExpressfESA or Direct 1.800.528.5200
Secure Code.CW2,CVC2 and CID verification)does not guarantee against
Chergebacks,but used property,it assists you in reducing the risk of fraud by American Express 1.800-451.5817
confirming whether certain elements of the billing address provided by your JCB,International 1.800-366-4522
customer match the Wiling address maintained by the Issuer.AVS also may help (For YEN and CAD currency only)
you avoid incurring additional Interchange expenses.AVS is a separate process TeleCheck 1-800.3661054
from obtaining an Authorization and will provide a separate response. A Voyager 1-800-987.6591
transaction may not match addresses when submitted for AVS and still receive WEX 1.800492-0669 124 hours)
an Authorization It is your responsibility to monitor the AVS responses and use
the information provided to avoid high-risk transactions. 1 M s '�'
American Express Internet Charges. THE FOLLOWING IS IMPORTANT INFORMATION REGARDINGT14E PROTECTION OF
For internet orders,you must use separate Merchant Account Numbers provided CARDHOLDER DATA.PLEASE REVIEW CAREFULLY AS FAILURE TO COMPLY CAN
to you for internet orders on all your requests for Authorization and submission RESULT IN SUBSTANTIAL FINES AND LIABILITIES FOR UNAUTHORIZED
of charges•provide at least one(1)month's prior written notice of any change in DISCLOSURE AS WELL AS TERMINATION OF THIS AGREEMENT.
your internet address,and comply with any additional requirements that may be 29.1• Payment Card Industry Data Security Standards (PCI DSS). Visa,
added from time to time.Additionally,if a disputed Charge arises involving aCard MasterCard,Discover and JCB and American Express aligned data security
Not Present Charge that Is an Internet electronic delivery Charge,a Chargeback requirements to ueate a global standard for the protection of Cardholder data.
maybe exercised for the full amount. The resulting Payment Card Industry Data Security Standards(PCI DSS)defines
Processing aCard Not Present Charge for American ExpressTransactlons you life requirements with which all entities that store,process,or transmit payment
must: card data must comply.PO DSS is the name used to identify those common data
security requirements.The Cardholder Information Security Program(CISP)is Visa
Submit the Charge to American Express; USA's data security program. the Site Data Protection (SDP) program is
For Card Not Present Charges,you must create a Sales Draft and ask the MasterCard's data security program and Discover Information Security and
Cardhotder to provide: Compliance(DISC)is Discover's data security program,and the Data Security
• Card number; Operating Policy(OSOP)is American Express'dam security program,each based
Card expiration date; on the PCI DSS and industry aligned validation requirements.PCI DSS PCI
compliance validation is focused on Merchant Equipment(as defined below)
In addition,It is recommended that you ask for: where Cardholder data is processed,stored or transmitted,including:
Name as it appears on the Card, All external connections into your netwurkfi.e,employee remote access.third
Cardholders billing address,and party access for processing,and maintenance).
Ship-to address,if different from the billing address. All connections to and from the Authorization and settlement environment
American Express will not Chargeback for such charges based solely upon a Card- (i.e..connections for employee access or for devices such as firewall s,and
holder claim that he or she did not receive the disputed goods if you have: routerskand
Verified the address to which the goods were shipped was the Cardholders Any data repository outside of the Authorization and settlement environment.
full billing address. For the purposes of this Section 29,'Merchant Equipmeni means any and all
• Provided proof of delivery signed by the Cardholdei or an authorized signer equipment you use in connection with Card authorization,clearing,completing,
ofthe Card indicating the deliveryofthegoodsorservices to the Cardholder's settling,transmitting or other related processing,induding,without limitalion,all
full billing address. _ telecommunication lines and wireless connections and software.systems,point-
ol•sale terminals,card readers,merchandise and card scanners,printers,PIN pad
American Express will not be liable for actual or alleged fraudulent transactions devices and other hardware,whether owned by you,Merchant Providers or other
over the internet and will have the right to Chargeback for those charges.For Persons used by you.
Internet Orders,you must: The Card Organizations or we may impose fines or penalties,or restrict you from
Use any separate merchant numbers(seller ID)established for your internet accepting Cards if it is determined that you are not compliant with the applicable
orders in all of your requestsfor Authorization and Submission of charges. data security requirements We may in our sole discretion,suspend or terminate
• Provide us with at least one(1)month's prior%witten notice of any change in Services under this Agreement for any actual or suspected data security
your internet address. compromise.You agree that you will not request any Authorizations,submit any
• Comply with any additional requirements that American Express provides Sales Drafts or Credit Drafts until you have read and understood the PCI DSS,CISP,
from time to time.Add,00nally,if a disputed Charge arises involving a Card SDP and DISC for c:hich you acknowledge•ae have provided you sufficient
Not Present Charge that is an internet electronic delivery Charge.American information to obtain,and you will be deemed w have done so upon our receipt
Express may exercise Chargeback for the full amount ofthe Chargeand place ofyourrequest or submission of any Authorizations.Sales Drafts or Credit Drafts.
you in any of its Chargeback programs. You must comply with the data security requirements described in this Section
When providing Proof of Delivery. a signature from the Cardholder or an 29.I,including whhout limitation,PCI DSS,SOP,CISP and DISC,and any additional
authorized signer of the Card is not required. Card Organization requirements applicable to payment applications and PIN
transactions.
28.2.1. Discover Protocol for Internet Transactions.Each Internet Discover Detailed information about PCI DSS,can be found at the PCI DSS Counsel's
Card transaction accepted byyou and submitted to us shall comply with Discover vwebsite:wvnv.ocisecuritystande,ds.oro.
standards,including,without limitation,Discover standards governing the
formattir g,transmission and encryption of data.referred to as the'designated Detailed information about Visa's CISP program can be found at Visas LISP
protocol.'You shall accept only those Internet Discover Card transactions that are website:www.visa.com/ciso
encrypted in accordance with the designated protocol.As of the date of these Detailed information about MasterCard's SDP program can be found at the
Operating Procedures,the designated protocol for the encryption of data is MasterCard SOP websi;e:wwwmastercard.ccm/sdo
Secure Socket Layer(SSL).We may.al our discretion,withhold Settlement until Detailed information about DISC can be found at Discover DISC website:
security standards can be verified.However,the designated protocol,including hno.//wwwdiscovernetwork.com/fraudsecuriw/disc,html
wra 1707 MID 17114 37
29.2. Data Security Requirements.You must comply with the data security security personnel contacts; (v) the name of any perkon Priddi ing law
requirements shown below: enforcement)assisting you with your Investigation of such breach and(w)any
• You must install and maintain a secure network firewall to protect data across other information which we reasonably request from you concerning such
public networks breach,trlctuding forstmia reportsYou shall provide such information as soon as
• You must protect stored data and data sent across networks using methods practicable,and the items listed in fii4v)shall be provided to us in any event
Indicated in the PCI 1355. within 48 hours of your initial notification to us of the breach.
• You must use and regularly update anti-virus software and keep security 29.7. Merchant PravidemThe data security standards set forth in this Section
patches up-to-date. . 29 also apply to Merchant Providers.Before you engage any Merchant Provider,
• You must restrict access to data bybusiness'need to know,•assign a unique you must provide to us to writing(a)the Merchant Provider's legal name,(b)
ID to each person with computer access to data and track access to data by contact Information.and(c)intended(unction.You acknowledge and agree that
unique ID. you will not use,or provide Card holder data access to any Merchant Provider
until you receive our approval and.0 required,confirmation of our registration of
• You must not use vendor-supplied defaults for system passwords and other that Merchant Provider with applicable Card Orgasizations.You must ensure that
security parameters. you and Merchant Providers:in comply with the registration process which can
• You mustregularly test security systems and processes involve site Inspections, background investigations, provision of financial
You must maintain a polity that addresses information security for employees statements,and any other information required by a Card Organization;(III
and contractors. comply with the periodic and other,reporting required by a Card Organization;
• You mus restrict physical access to Cardholder Information. and(till comply with all applicable Card Organization Rules,including without
You may not transmit Cardholder account numbers to Cardholders for Iunitatioothose requidngsecurityof Cerdholderdata.You mayallow Merchant
Internet transactions Providers access to Cardholder data only for purposes authorized under and in
• You cannot store or retain CardValidalfon Codes(three-digit values printed In conformance with the Card Organization Rules.You are responsible for all our
the signature panel of most Cardsand a(our digit code printed on the front costs and expenses associated with our review,approval,certification(and
recertification as may required by us or the Card Organization Rules) and
of an American Express Card)after fowl transaction authorization registration of arty Merchant Providers.
• You cannot store or retain Magnetic Stripe data,PIN data or AVS data.Only Your use of the Services equipment,software,systems,materials,supplies or
Cardholder account number,Cardholder Name and Cardholder expiration resources of third pantos regarding your Card transactions processinginduding,
date can he retained subsequent to transaction authorization. without limitation,Merchant Providers and any third parry lesson or licensors.
• You must destroy or purge all Media containing obsolete transaction data will not affect your obligations under this Agreement to us which will apply to
wRh Cardholder information, the same extent as 9 you had not used them.
• You must keep all systems and Media containing Card account,Cardholdef or We have no liability or responsibility to you or others regarding these third parties,
transaction information(whether physical or electronic)in a more manner so even B we referred them to you.These third parties are your agents,and you are
as to prevent access by,or disclosure to any unauthorized party. solely responsible for(1)determining whether they can meet your needs and
• For Internet tramactiorn,copies of the transaction retards may be delivered standards,Gi)their actions,inactions and compliance with the terms of this
to Cardholders in either electronic or paper format. Agreement and the Card Organization Rules and(iii)any and all fees,costs,
• You mus use Only services and Merchant Equipment that have been certified expenses and other obligations owed to them by you or owed by them to us or
as PCI DSS compliant by the Card Organizations. to Card Organizations
29.3. Compliance Audits.You may be subject to ongoing validation of your 29.8. Reserved
compliance with PCI DSS standards Furthermore,we retain the right to conduct 29.9. Costs.If you or a Merchant Provider(or other Person used by you)are
an audit at your expeme,performed by us or a third pony designated by us to determined byany Card Organization,regardless of any forensic analysisor repot.
verify your comp0arice,or that of your agents or Merchant Providerswith security to be the likely source of any lossdisclosure,theft or compromise of Cardholder
procedures and these Operating Procedures.In any event,upon request,you shall data or Card transaction information(together."Compromised Data Events')
provide us with copies of any and all reports developed by yaw forensic vendorb), and regardless of your belief that you have complied with the Card Organization
and you shall ensure that we have direct communication access with such Rules or any other security precautions and are not responsible for the
forens'c vendor(s). Compromised Data Event,you must promptly pay us for all related expenses
29.4. Immediate Notice Required in the event that transaction data is known claim;assessmenisfines,losses costs,and penalties and Issuer reimbursements
or suspected of laving been accessed at retrieved by any unauthotited Person, imposed by the Card Organizations against us(togethec•Data Compromise
YOU must contact us Immediately and In no event more than 24 hours after Losses*).In addition to the foregoing.you must also pay us promptly for all
becoming aware of such activity. expenses and claims made by Issuers against us alleging your responsibility for
29.5. Investigation.You must,at your own expense ii)perform or cause to be the Compromised Data Event,apan from any claim procedures administered by
performed an independent investigation, including a forensics analysis the Card Organizations.
performed by a certgied forensic vendor acceptable to us and the Card
Organizations in accordance wish Card Organization standards,of any data
security breach of Card or transaction data,(id provide a copy of the certified Each authorization request you submit to us must fully comply with the
forensic vendors final report regarding the incident to us and the Card applicable provisions of this Agreement.Submission of an authorization request
Organizations*)iii)perform or cause to be performed any remedial actions that does not fully comply may result in assessment of additional fees to you.a
recommended by any such investigation,and(iv)cooperate with us In the declined authorization response or a Chargeback to you.
investigation and resolution of any security breach.Notwithstanding life An Authorization Approval Code only indicates the availability of Credit on an
foregoing,B required by the Card Organization,vie will engage a forensic vendor account at the time the Authorization is requested.It does not guarantee or
approved by aCard Organization at your expense.You must cooperate with the warrant that the person presenting the Card is the righdulCatdholder,the Charge
forensicvendw solhal it mayimmediatehy conduct an examination of Merchant is In fact valid or bona fide,nor is it a promise at guarantee that you will be paid
Equipment,and your Merchant Providers'procedures and records and issue a for the Charge and not be subject to a Chargeback.
written report of its findings. You must obtain an Authorization Approval Code from us(or as`authorized,
29.6. Required Information for Discover Security Breaches.For security pursuant to Section 5.4)for all transactions A positive authorizalionnnponse for
breaches involving Discover ransactions and/or track data.you must provide us MasterCard remains valid for seven(7)days for electronic processed transactions.
and/or Discover with the following information:Ji)the date of breach;(III details For true paper merchants for MasterCard and Visa transactions the Authorization
concerning the data compromised(e.g.account num ben and expiration dates, remains valid for fourteen(141 days A positive authorization response for Visa will
Cardholder names and addresses,etc):(iu)the method of such breach;(iv)your remain valid for thirty 130)calendar days from the date the Issuer provides the
ws81707AEvoopn4s - 38
I
Authorization response for Card Sales in the car rental Industry,airline and Response foranyamount,a request tocancelthe Authorization Request must be
passenger,railway ipdustdes,the lodging industry, and other travel MCLS submitted within sixty(601 minutes of the completionof fuel delivery.
including passenger transport and ten (10) days from the date of the 30.1. Card Not Present Transactions.You should obtain the 3 or 4 digit Card
Authorization response for Card Sales by Merchants in all other industries and Validation Code(CVV2,CVC2,CID)and submit this Code with all authorization
MCCs.A positive Authorization response for Discover Network transactions requests with respect to transactions where the Card is not present (e.g,
remainsvalid for ten(1(l)daysfar NonT&Etransictionsand thirty(30)days forT&E telephone, mail or internet sales). However, for recurring transaction
transactions.A positive Authorization response for American Express Non T&E Authorizations you should submit the Card Validation Code with the First
transactions are good for seven(7)days,and American Express T&E transactions authorization request only,and not with subsequent recurring transaction
are good for thirty(30)days. authorization requests ISee Section 26.7).NOTE:For each Card Not Present
Failure to obtain an Authorization Approval Cade for a sales transaction may result Discover transaction,you must also verify the name and billing ad dress of the
in a Chargeback and/or the termination of your Agreement.Authorization Discover Cardholder using the Address Verification System(AVS),and if you do
Approval Codes can be obtained through your POSTerminal or aVoice Response not receive a positive match,do not process the Discover Card Not Present
Unit('VRU'):Any fees related to Authorizations will be charged for a request for transaction.
an Authorization ApprovalCode,whether or not the transaction is approved. For Gateway menhants,itIs your responsibility to ensure AVS/CW2/CVC2 settings
Do not attempt to obtain an Authorization Approval Code provided by someone a re appropriate to deter fraud for your particular type of business.
other than us except as described in Section 30.4.If a Cardholder or another 30.2. Authorization via Telephone(Other then Terminal/Efectronlc Device
service provider provides you with either an authorization number at with a Users)•
telephone number forobtaining Authorizations,the Aulhodution Approval Code Call your designated voice authorization tall free number and enter the
you receive may not be valid.Even if the transaction is initially processed and authorization Information into the VRU using a touch tone phone or hold for
funded,it may be charged back at a later date.Also,if you receive a purported an authorization representative.
Authorization Approval Code from someone other than us,we will not have the
supporting records and will be unable to verity that you received the If advised to pick up a Card,use reasonable and peaceful means to do so,and
authorization if that is later questioned in a Chargeback 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
If you obta in Address Verification,you must review the AV5 response separately of any action by you,your employees.vendors or agents,that attempt to retain
from the authorization response and make your own decision about whether to a Card without the Issuers direct request or failure to use reasonable.lawful
accept the Iamaction.A transaction can receive an Authorization Approval Code means In retaining or attempting to retain the Card.Forward the Card to:Attn:
from the Card Issuer even i1 AVS is unavailable or reflects that the address Rewards Department,P.O.Box 5019,1-1agerttown,MD 21740.You maybepaid
provided to you does not match the billing address on rile at the Issuer.If the a reward for the return of the Card.
authorized Cardholder disputes such a transaction,you will be responsible for On occasion,the Authorization Center will ask you to obtain identification
the resulting Chargeback from the Cardholder before issuing an approval code.If you are instructed to
If you receive a Referral response to an attempted Authorization,you may not do so,dearly write the appropriate Identification source and numbers In
submit the transaction without calling for and receiving a voice authorization. the space provided on the Sales Draft unless otherwise prohibited by law.
After receiving a Referral response you may not attempt another Authorization on If the sale is declined,please remember that our operators are only relaying
the some Card through your POS Terminal. message from the Issuer.The fact that a sale has been declined should not be
If you fail to obtain an Authorization Approval Code or if you submit a Card interpreted as a reflection of the Cardholder's creditworthiness. The
transaction after receiving a decline(even if a subsequent Authorization attempt Cardholder should be instructed to call the Issuer,
results in an Authorization Approval Code).your transaction may result in a 3D.3. Authorization via Electronic Devices.
Chargeback and may be assessed Fines or fees by the Card Organizations for
which you will be responsible.These currently range from S2S to S 150 per If you use an electronic terminal to obtain Authorization Approval Cade,all
transaction.To avoid these costs and related Chargebacks,always obtain an sales should be authorized through this equipment.Authorizations through
Authorization Approval Code directly from your terminal before submitting a other methods will result in additional charges to you.
transaction for settlement. If your terminal malfunctions,refer to your Quick Reference Guide,if necessary,
For Cards other than hlasterCaid,Visa and Discover(e.g.American Express,etc,)- or an the POS Help Desk The problem will either be corrected promptly or
or for check acceptance,you must follow the procedures for authorization and may require terminal programming or replacement.During the period in
acceptance for each.For American Express.you must obtain an Authorization which your terminal is not functioning,remember to check it periodically since
Approval Code except for charges under a floor limit.The Authorization must be most terminal problems are temporary in nature and are quickly corrected.
for the full amount of the Charge except for merchants that are classified in the If a terminal Is moved or R wires are disconnected,causing malfunction,call
restaurant industry. the POS Help Desk immediately and follow their instructions.You may be
You maynot attempt to obtain multiple Authorizations for a single lansaction.lf responsible for any service charges incurred for reactivation of the terminal.
a sale is declined.do not take alternative measures with the same Card to obtain Until the terminal becomes operable,you must call your designated voice
an approval of the sale from other authorization sources.Instead,request another authorization tali free number and enter authorization information into the
form of payment.If you accept and process a transaction that was declined.or VRU using a touchione phone.During this time,each transaction must be
attempt multi transactions andfor multi-Authorization[you are subject to a imptin;ed using a manual Imprinter machine.Failure to obtain an Author-
ChargebackCard Organization Fines and/or cancellation ofyour Agreement.Do izaton Approval Code and to imprint these transactions could result in a
not discuss reasonfor decline wi.tha Cardholder rather refer them tothe customer chargeback to your account,
service number on the back o1 the Card. 30.4. Third Party Authorization System.if you have contracted with another
For Vsa,MasterCard and Discover transactions,automated fuel dapensers must authorization network to obtain Credit Card authorization,i.e,your terminal can
ensure that completion messages are submitted for MasterCard s Card within 60 Split Dial,liability resulting from discrepancies with that network must be resolved
minutes of the Authorization. between you and that network
For Discover transactions.Merchants operating in the petroleum industry that Vle will not research Chargebacks resulting from Authorization Approval Codes
conduct Card Sales at Automated Fuel Dispensers (AFDA may submit an obtained from another authorization service organization.Such Chargebacks will
Authorization Request for 51.00 to verify the validity of the Card presented.Under be passed through to you for resolution:if an authorization provided by a third
such circumstances,you must submit an Authorization Advice Message for the Party authorization system is challenged in a Chargeback you must obtain proof
actual amount of the Card Sale within sixty(60)minutes of completion of fuel (e.g.third party authorization logs)from the authorization source and submit it
delivery regardless of whether you previously received a Partial Authorization to us"thin the time frame specified on the Chargeback documentation received.
Response or a positive Authorization Response for any other amount,11 you do IF YOU CONTRACTED TO USE ONE OF OUR AUTHORIZATION SERVICES,DO NOT
not complete the Card Sale following receipt of an approved Authorization USE ANOTHER THIRD PARTY SYSTEM WITHOUT NOTIFYING CUSTOMER SERVICE
VAN 1107 REM 171141 39
OTHERWISE,WE WILL BE UNABLE TO SUCCESSFULLY RESEARCH AND DEFEND additional amount.Estimating the Authorization amount to include a tip Is
ANY AUTHORIZATION RELATED CHARGEBACKS ON YOUR BEHALF.THIS DELAY prohibited.The authorization request should Include only the amount
WILL SIGNIFICANTLY DECREASE YOUR TIME TO RESEARCH AND PROVIDE PROOF associated with the bill presented to the consumer.
OF AUTHORIZATION,THUS REDUCING YOUR OPPORTUNITY TO REVERSE A You should obtain an Authorization for the initial estimated charges and then
CHARGEBACK monitor the charges to ensure that the actual charges made d0 not exceed
If you utilize another authorization network you will be responsible for the the estimated charges.If the actual charges exceed the amount of the initial
downgrade of any transactions to a higher cost,interchange that result from a estimated authorization(and anysubsequent estimated authorizations),then
mismatch of information to our systems and those of third party authorization you must secure a positive authorization for the additional amount.NOTE:
networks(see Section 5.11. Subsequent Authorizations should only be for the additional amount of total
U you use a third party authorization netwckkyou must also wittily with Section 29.7. charges and not include amounts already authorized.
Call the following for other Card types: • The estimated amount of any pre•authorizaslon for lodging accommodations
American ExpressfESA or Direct 1.800.526.5200 must be based on(R the intended length of stay;(ii)the room rate;(Fit
applicable taxes and service c arges;and(N)other miscellaneous charges as
JCB,International 14WO-522.9345 dictated byexpedence.
(For YEN and CAD currency only) • If an authorization request is declined,no charges occurring after that date
TeteCheck 1.800-3645010 will be accepted for that Cardholder.
Voyager 1-800.987.6589 • You do not need to obtain a final Authorization if the total sum of charges
WE% 1.800-842-0071 (the final amount)does not exceed 120% of the previously authorized
Available 24 hours/day;7 days/week chaiges.You must record the dates,authorized amounmamt their respective
All approved sales authorized in this manner must be entered manua6y as'posl Authorization Approval Codes on the Sales Draftis).
authorization'transactions Into the terminal, once the terminal becomes 30.7. Discover Procedure for Request for Cancellation of Authorization.If a
operational.All ctedit transactions must be entered Into the terminal for data Discover Card sale Is cancelled or the amount of the transaction changes
capture.You may be subject to a Chargetsack V you receive a Referral and fallowing your receipt of Authorization for the sale, you must all your
subsequently receive an apptoval.To reduce the risk of such a Chargeback the Authorization Center directly and request a cancellation of the Authorization.An
Card should be imprinted using a manual Imprinter machine(Far speck Authorization may be cancelled at any time within ten(10)days of your receipt
procedures on Electronic Data Capture, refer to the Terminal Operating of the Authorization,but must be ancelled before the sales data relating to the
InstructionslUsers Guide)Ifthe terminal malfunctions for more than twenty-four transaction is submitted to us.after which the Authorization cannot be changed-
(24)hours,
hanged.(24)hours,contact Customer Service for further instructions on processing your For an Authorization cancellation,you must provide us with the following
transactions.
information,in this order:
30.5. Automated Dispensing Machines.Records must be produced for all The Discover Merchant Account Number used in the Authorization;
transactions whose origin and data opium are automated dispensing machines The Card number,
or Limited Amount Terminals.Records should include the Cardholder account The original amount of the Authorization being cancelled;
number,merchantb nametemdnal location,transaction date and amount. The new amount of the total tramaction(if any);
30.6. Pre-Authorizatlonfor TBE(Travel B Entertainment)and Restaurant The original authorization code for the Authorization being cancelled;
Merchants.If you are a business engaged in providing travel and/or enter- The expiration date of the Card;and
tainment services fe.g,ar rentals,hotels,motels,etc)or a restaurant business, A brief reason for the Authorization cancellation.
and engage in the practice of'pre-Authorization'You must comply with the 30.8. Partial Authorization and Authorization Reversal.Partial Authorization
following general procedures: provides an altemative to a declined transaction
A hotel,motel,or car rental merchant may obtain an estimated Visa, by permitting Card Issuer so
return an Authorization approval for a partial amount,an mount less than the
MasterCard or Discover Authorization at time of check-in. transaction amount requested by the merchant when the available aid balance
Restaurants must not add an estimated tip amount to the authorization is not sufficient to approve the transaction in full.The Cardholder is able to use up
request beyond the value of the goods provided•or services tendered,plus the remaining funds an the Card and select another form ofpayment(ie.another
anyapp8abletax. payment Card cash,check)for the remaining balance of the transaction.For
You must notify the Cardholder of the dollar amount you Intend to'Pre- MasterCard transactions,partial authorization is optional for batch authorized e-
Authorize! commerce transactions.mail order,telephone order transactions and recurring
•
it the customer decides to use another form of payment(,9,cash,check etc., payment transactions.For Discover transactions,partial Authorization support is
you must promptly all the Voice Authorization Response Unit to delete the optional for Card Not Resent uansactions.If you support partial Authorizations,
authorization hold.Provide the Cardholder's account number,original dollar a partial Authorization inclialor must be included In each Authorization request.
amount and date of the transaction,and the authorization code.If a new An Authorization reversal must be submiu,d if the Authorization is no longer
transaction takes place,a new imprimedand signed Sales Draft for the exact deeded a partial amount of the total authorized is submitted for the settled
amount and a new authorization code for that amount must be obained, transaition,or the Cardholder elects not to the purchase.The Iamaction sent for
VEHICLE RENTAL PROVIDERS MAY NOT INCLUDE POTENTIAL WHICLE settlement must be no more than the amount approved in the partial
DAMAGE OR INSURANCE DEDUCTIBLES IN ANY PREAU7HORIZATIONS. Authorization response.In the event that you wish to support the partial
Aulhotization functionality, you must contact us lot additional rules and
•
beforeng
seawhraize.1f ogyoumhorizust e Polart this time
requirements.An authorization reversal may only be submitted if the transaction
and receive an
appiov3l.youimay you reauthorize chartothis time a mine hasnot setlled.Oncethe transaction has witled,onlya Credit or refundcan occur,
and receive an approval,you may be subject to a chargehack and a fine
imposed by the Card Organizations.
• Hotets,motels.and oriental merchants are allowed up to a IS%variance ' '
above thea mount authorized.If the final amount charged to the Cardholder 31.1. Submission of Sales for Merchants OtherThan Your Business.You may
exceeds she original estimate by more than IS%above the preauthorization, present for payment only valid charges that arise from a transaction between a
you must authorize any additional amounts,and all inciememal authorization bona fide Cardholder and your eslablishmenLlfyou deposit or attempt to deposit
codes must be written in the authorization area along with the date of transactions lhal arise from sales between Cardholders and a different business
aulhotbation and the amount authorized, than the one approved by us in our agreement with you,then the transaction
Pre-Authorization for certain establishmengare allowed upio a 20%(instead may be charged back we may suspend or debit funds associated With all such
of 15%)variance above the amount authorized.If the final amount exceeds transactions, and we may immediately terminate your account and the
the a mounl'preaulhorized-by more than 20%.you must authorize the Agreement.
WF817a711000p11r1 40
r -
J
31.1.1. Factoring. Factoring is considered merchant fraud and strictly 33. RefundslEsichanges4Creditil
prohibited.Factoring Is the submission of authorization requests and/or Sales
Drafts byainerchantfor Card transactions transacted by another business.If you 33.1. Refunds.
submit Sales Drafts on behalf of another Person,you will suffer any losses • You must promptly complete and submit a Credit Draft for the total amount
associated with the disputes of any such Sales Draft and/or transaction.Also if of the Credit which must include the following information:
any fraud is involved,you could face criminal prosecution. - The account number and expiration date;
31.2. Timeliness.in order to qualify for the lowest fees for Services,all Sales and - The Cardholder's name;
Credit Drafts must be property completed and submitted daily.if you have not - Your name,city,state and Merchant Account Number,
received payment for submitted Sales Drafts after one(1)week from your normal
payment date,contact Customer Service.Late Submission of Sales or Credit Or ahs - Adescription of the goods or services;
may result in increased interchange rates or fees or in a Chargeback to you. - The transaction date of the Credit;
31.3. Electronic Merchants:Daily Batching Requirements&Media Submission. - The total amount of the Credit;and
Batches must be transmitted to us by the dyne indicated on the Additional Important - For Discover transactions,the approved currency used and the signature
information Page in Section 41.2 of the Agreement in order to be processed on the of your authorized representative or employee.
date of transmission.Additionally,if you deposit via magnetic tape,electronic You cannot process a Credit transactionthat does not correspond to a refund
transmissions,or Electronic Data Capture terminal and have contracted to send the on a previous transaction an the original Sales Draft.
'actual Sales Drafts and Credit Drafts to us for imaging and retrieval the Sales Drafts Full refunds must be for the exact dollar amount of the original transaction
the Media must be batched daily by regisierherminal following the procedures including tax,handling charges,etc(You must identify the shipping and
below.Failure lodosonsayresult Ina processing fee and/or a Chargebackduetocur handling charges incurred.)The refund amount may not be for more than the
inability to retrieve the Media as requested by the Issuer. original Card sale amount.
• Aregister/terminal Batch header form must be filled out for each Balch of All dollar amounts and other handwritten information must be clearlyvnitten.
Media.
The Batch header must be imprinted with your Merchant Identification Card, (Stray marks at un Credit any
infraft ormation
render it the Credit
Draflegible.l
and all areas completed properly(i.e.,Batch numbeydate,amounLnumber d
Do not circle or underline any Information on the Credit Draft
items.etd. Imprint the Credit Draft with the same Card used by the Cardholder to make
• The Batch/deposit total must match to the settled/reconciled amount the original purchase when appliabie.You should not credit an account that
displayed on the terminal upon dosing the Batch, differs from the account used for the original transaction.
Any discrepancies between the actual Media and electronic display must be Never give cash or check Credit refunds for Card sales,
reconciled and corrected before staring the Media (for merchants who Have the Cardholder sign the CreditDah,give the Cardholder the appropriate
contact to hold their Media)or before sending us the copies of the deposit. copy,and deposit the Credit Draft immediately.Failure to process a credit
Otherwise,transaclians may appear to be a new Submission and may be within five(5)calendar days may result in a Chargeback
manually keyed(causing duplicatebilling to Cardholders and resulting in Authorization is not required for Credits.
Chargebacksl or we may not be able to retrieve an item when requested by You cannot intentionally submit a sale and an offsetting Credit at a later date
the Issuer. solely for the purpose of debiting and crediting your own or a customer's
• It is your responsibility to ensure that the actual Media is batched correctly account.
and.dependingon thetermsof your Agreemenl,either storedatyour location You are responsible for paying all refunds submitted to us on your merchant
or sent to Processoc(In some cases,the actual Media issentdailytoyour head account.We assume no responsibility for verifying any Credits or refunds.
office,and forwarded to Processor for imaging.) Do not process a Credit transaction once a Chargeback is received.Credits
You must confirm that your equipment has transmitted your Batches to us at issued after a Chargeback has been received may not be recoverable and the
least once daily.Even if your equipment is designed or programmed to close merchant would be financially responsible for the Credit as well as the
and submit Batches without your intervention, it is ultimately your Chargeback
responsibility to confirm that the Batches have been transmitted to us for YOU ARE RESPONSIBLE TO SECURE YOUR TERMINALS AND TO INSTITUTE
processing. APPROPRIATE CONTROLS TO PREVENT EMPLOYEES OR OTHERS FROM
SUBMITTING CREDITS THAT DO NOT REFLECT BONA FIDE RETURNS OR
Except as otherwise set forth in this Program Guide,your funds for MasterCard/• REIMBURSEMENTS OF PRIORTRANSACTIONS.
Visa/Discover transactions will ordinarily be processed and transferred to your 33.2. Processing a Credit for American Express Transactions.
financial institution within two(2)Business Days from the time a Batch is received These ate additional requirements for a Credit for purchases or payments ma de
by Processor if your financial institution is the Bank if your financial institution is on an American Express Card.
not the Bank,your MasterCard/Visa/Discover transactions will ordinarily be To issue a Credit,you must:
processed and transferred to the Federal Reserve within two(2)Business Days 1. Compare the last four digits on the Sales Draft against the Card presented
from the time a Batch is received by Processor.The Federal Reserve will transfer (when applicable).
such amounts to your financial institution
If you have been classified by Discover as having a Discover Direct Strategic 2. Have the Cardholder sign the Credit Draft(:':hen applicable).
Relationship with Discover,we will not acquire your Discover transactions and - 3. Provide a copy of the Credit Draft to the Cardholder.
they will be subject to your agreement with Discover. You must not Issue a Credit when there is no corresponding Charge,nor issue a
You acknowledge and agree that if we had not agreed or do not acquire Credit in exchange for cash or other consideration from a Cardholder.You must
transactions for any Card type(I)we have no liability or respens'b1ty whatsoever submit all Credits under the establishment where the Credit originated.A Credit
for the settlement of or disputes regarding those transactions and fit you will must be issued in the currency in which theoriginal Chargewas submittedtnus.
pursue directly with the related Card Organization all claims and disputes Youmust issue Ctedits to the Card used to make the original purchase;however,
regarding those transactions. You agree to pay us per item processing. If the Credit is(ar thereturn of a giftbysomeone other than the Cardholder who
authorization and other fees in the Application for any non acquired transaction 'made the original purchase,apply your usual refund policy.
services you receive from us. If the Cardholder indicates that the Card on which the purchase was originally
For the avoidance of doubt,with respect to the payments you have elected to made is no longer active or available,do the following:
accept on your Merchant Processing Appi'wtion,you authorize us to submit Card For all Cards except Prepaid Cards.advise the Cardholder that you must issue
transactions to,and receive settlement for such transactions hom•the applicable the Credit to that Card.11 the Cardholder has question"civise him or her to
Card Organizations on your behalf. call the customer service number on the back of the Card in question.
wFarlaz REM 170,) 41
• If the inactive or unavailable Card is a Prepaid Card apply your usual refund 342 Provide Sates and Credit Drafts.You must provide all SaleSDmf[s and
poBcy for returns. Credit Drafts or other transaction records requested q by us within the shortest
If you Issue a Credit,American Express will not refund the discount or any other time Emits established by Card Organization Rules.You are respoapble for any
fees or assessments previously applied on the corresponding Charge.The deficiencies in Card transaction data transmitted or otherwise delivered to us.
discount on Chargebacks will not be refunded, .1 35.!Chargebacks; Retrievals and a
thei Debits
Yom return and cancellation policies must be fair and dearly disclosed at the time 35.1. Chargebacks.
of sale In compliance with applicable Iaw.Your policies must be conveyed to the
Cardholder prior to completion of the Charge and printed on a copy of a receipt 35.1.1. Generally.Both the Cardholder and the Issuer have the right to
or Sales Draft.Your refund policy for purchases on the Amesiran Express Card question or dispute a trarmact)on.0 such questions or disputesare not resolved,
must beatleast asfavorable asyourrefund policy for purchases made with other aChargebackmay"wr.AChargebackis acrd transaction that is retumedtous
payment products or other payment methods. by the Card IssueeAsa resulLwe will debit your Settlement Account or settlement
Return Policy recummendatiens. funds for the amount of each Chargeback.It Is strongly recommended that,
whenever possible,you contact the Cardholder directly to resolve a disputed
Provide clear return Instructions for your customers,including the following transaction or Chargeback unless the dispute involves a Discover Cardholder,in
information: which case Oiscoverrules and regulations expresslyprohibit you from contacting
• Customer service telephone number. the Discover Cardholder regarding the dispute.You are responsible for all
• Reference number for the return. Chargebacks, our Chargeback fees, and related costs arising from your
Expected processing time for the Credit. transactions.
Return address,preferably on a pse-formalted shipping label(if applicable),
35.1.2. Transaction Documentation Requests.In some cases,before a
You must submit all Credits to us within seven(n days of determining that a Chargeback Is Initiated the Issuer will request a copy of the Sales Draft via a
Credit Is due. request for transaction documentation.We will forward the request to you.Ym
must respond to the request within the time frame and manner set forth in the
Cancellation Policy Recommendations. must
We will then forward your response to the Issuer.It you fail to timely
• Provide document cancellation polity and terms and conditions on the respondwe will so notify the Issuer and a Chargeback may result.Upon receipt
contract the Cardholder signs,or on your website,as applicable. of a transaction documentation request immediately retrieve the requested Saks
Provide Cardholder with a cancellation number that can be tracked in your Draft(s)using the following guidelines:
records. Make a legible copy,centered on 8.1Q x 11-inch paper(only one(1)Sales
American Express Retum Policy For Prepaid Products. Draft per page).
If your return policy for the purchase of prepaid products is different from your Write the'case number'from the request for transaction documentation on
standard return policyyou must ensure that such prepaid product-pecific return each copy/page.
policy is deadydisdosed to theCardholder at the time of purchase in accordance If applicable, make copies of a hotel folio, car rental agreement or
with applicable law and also coded to print on all receipts and copies of Sales maiVphone/knemet order form,or other form of receipt.
Drafts you provide to Cardholders. If a Credit transaction has been processed a copy of the Credit Draft is also
33.3. Exchanges. required.
• No additiorhal paperwork is necessary for an even exchange.Just follow your Letters are not acceptable substitutes for Saks Drabm
standard company policy. Fax or mail legible copies of the Sales Draft(s)to the fax number or mail
• For an uneven exchange,complete a Credit Draft(follow the procedures address provided on the request farm.
outlined in Section 33.1.)for the total amount of only the merchandise tyou fax your esponse,p'ease set your(a machine to print your fax number
returned.The Cardholder's account will be credited(a that amount.Then, and time on the documents that you send We on use this Information to
complete a new Sales Draft for the total amount of any new merchandise determine where the documentation received originated from should
purchased. additional research berequired
Additionally,please set the scan resolution on your fax machine to the highest
34.1. Retain Legible Copies. setting.The higher resolution setting improves the clarity of characters and
For Visagraphics on the documentation transmitted and helps reduce the number of
: You must securely retain legible copies of all and Credit Drafts or illegible fulfdlments and/or Chargebacks.
any other transaction records for a period of thirteen 1131 months from the date If we do not receive a clear,legible and complete copy of the transaction
of each transaction and a period of five(5)years for the retention of healthcare documentation within the timeframe specified on the request.you may be
Saks Drafts and Credit Orahs.The Sales Draft you retain must comply with all subject to a Chargeback for'rion•receipt'for which there is no recourse.
requirements(we Section 28,1). A handling fee may be charged Far MasterCard: You must securely retain legible copes of all Sales Drafts and g y 9 by the Issuer and will be debited from your
Settlement Account or settlement funds i(aTransaction Documentation Request
Credit Drafts or any other transaction records for a period of thirteen(13)months resuhs from dRereme in the following information on the Sales Draft and the
from the date of each transaction and a period of live 151 years lot the retention transmitted record:merchant name or an Incorrect city,state,foreign country
of healthcare Sales Drafts and Credit Drafts.The Sales Drafts you retain must andlor transaction date.
comply with all requirements(see Section 28.1). 35.1.3. Chargeback Process. Regardless of whether you respond to a
for Discover You must securely retain legible copies of all Sates and Credit Drafts Transaction Documentation Request,a Chargeback may be debited to your
manyother tranlaction recordsforthe longer of(i)365 drys or(ii)the resolution Settlement Account far numerous reasons(seebelow),I(the Card lssuersubmits
of any pending or threatened disputes,claims,disagreements or litigation a Chygebackwe will send you aChargeback notilicat'ran,which may also include
involving the Cardtransaction,You must also keep images at other copies of Sales a request for transaction documentation.Due to the short time requirements
Drafts for no less than three(3)years from the date of the Discover transaction, imposed by MasterCard,Visa and Discover and American Express,it is extremely
For American Express• You must submit the Credit to American Express directly, impartant that you respond to a Chargeback notification and Transaction
or through your Processor,for payment.You must securely retain legible copies of Documentation Request within the timeframe set forth in the notification.Do
all Sales Drafts and Credit Drafts cr ashy other transaction records for 24 months not process a credit transaction once a Chargeback is received;the Issuer will
from the date you submitted the corresponding Credit to us.You must also Credit the Cardholder's account.Credits Issued after a Chargeback has been
provide acopy of the Credit Draft to the Cardholder or as requited by applicable recewed,may not be recoverable and you may be financially responsible(or the
law,truncate the Card Number and do not print the Card's expiration date on Credit as well as the Chargeback,If the information you provide is both timely
copies of Credit Drafts delivered to the Cardholder. andm ow sole discreuon,suffrcient m warrant a sepresentment of the transaction
wsahim atvoo ansl 42
and/or reversal of the Chargeback we will do so on your behalL However, Whenever possible,contact the Cardholder directly to resolve the dispute,
representment and/or reversal is ultimately contingent upon the Card Issuer unless the dispute relates to a Discover Cardholder,in which use direct
and/or Cardholder accepting the transaction underapplicable Card Organization contact with the Discover Cardholder regarding the dispute is prohibited by
guidelines.Representment or reversal is not a guarantee that the Chargeback has Discover Card Organization Rules.
been resolved in your favor. Ifyou have any questions,all Customer Service.
For Visa Chamebacks: If we reverse the Chargeback and represent the transaction 35.1.4. Chargeback Reasons.This section outlines the most common types of
to the Issuer,the Issuer,at its sole discretion,may elect to submit the matter for Chargebacks.This list is not exhaustive.For ease of understanding,we have
arbitration before Visa.Visa currently charges a S250filingfee and a 5250 review combined like Chargebacks into six groupings. We have included
fee.You will be responsible for all such fees and charges whether or not a decision recommendations on how to reduce the risk of Chargebacks within ea ch group,
is made in your favor,and any other applicable fees and charges imposed byVisa, These are recommendations only,and do not guarantee that you will be able to
as they may change from time to time.Such fees and charges will be debited from present Chargebacks.
your Settlement Account or settlement funds,in addition to the Chargeback 1. Authorization Issues:Proper Authorization procedures were not followed
For MasterCard Chamebacks: If we reverse the Chargeback and represent the .andvalid Authorization was not obtained
transaction to the Card Issuer,at its sole discretion,may elect to resubmit the The following scenarios could cause an Authorization Related Charge•
Chargeback.In such event,at the discretion of Processor,we will debit your back to occur.
Settlement Account or settlement funds for the ChargebaclkHowevegif you feel Authorization not obtained.
strongly that it is an invalid Chargeback,we may,on your behalf and at your Authorization was declined.
request.submit the matter for arbitration before MasterCard.MasterCard currently Transaction processed with an expired card and Authorization was not
charges a 5150 riling fee and a$250 review fee.You will be responsible for all such obtained.
fees and charges whether or not a decision is made in your favor,and any other
otionwa
charges imposed by MasterCard,as they may change from time to time.Such fees Tran processed with an invalid account number and Authorization
and charges will be debited from your Settlement Account or settlement funds, `'mss nnot obtained.
In addition to the Chargeback Card Recovery Bulletin(CPB)or Exception File was not checked(transactions
For Discover Charosbacks: If Discover rejects our representment request and you belowncorlimit).
feel strongly that the Chargeback is imelid,we may,at the discretion of Processor To reduce your risk of receiving an Authorization Related Chargeback:
and on your behalf and atyour request.submit the matter for dispute arbitration Obtain valid Authorization on the day of the transaction.,
before Discover.Discover charges fees for representment requests and an Card Plesen[Tranaactillns•Authorizalfon must be obtained on the transaction
arbitration fee as published in their fee schedule. date(or the amount settled.
If the Chargeback is not disputed within the applicable time limits set forth by Card Not Present Transactions-Authorization must be obtained on the
MasterCard Visa,Discover and American Express rules and regulations,reversal transaction date for the amount settled.However,if merchandise is being
rights are forfeited.Our only alternative,for Visa and MasterCard non-fraud shipped,Authorization must be obtained within seven calendar days of the
Chargeback reason codes,is to attempt a'good faith collection'from the Issuer transaction ship date.
on your behalf.This process can take up to six(6)months and must meet the Ifa declined response is received,then request anotherform of payment from
Issuer's criteria(e.g.at or above a set dollar amount.Good faith collection the Cardholder.
attempts are not a guarantee that any funds will be collected an your behalf. If a Referral response is received,then follow proper voice procedures to
Issuers normally charge good faith collection fees,which are deducted from the obtain a valid Authorization and obtain an imprint of the wrd
transaction amount if accepted in addition to any processing fees that are 'Pick-up'response indicates that the Issuer is requesting for the card to be
charged by vs. retained and returned back to them.The Credit Card should not be accepted
For American Express Chamebacks: You may request a Chargeback reversal if the far payment.Addiiionally,you can choose to retain the Credit Card and return
Chargeback was applied in error.In order for us to consider your requesryou must it to the Acquirer for a reward.
have responded to the original inquiry within the specified timeframe,request Merchants should not exceed any predetermined thresholds for specific
the Chargeback reversal no later than 20 days after the date of the Chargeback, terminal types as specified by each Card Organization.
and provide all supporting documentation to substantiate the error. 2. Cancellations and Returns: Credit was not processed properly or the
Note:Discover and American Express do not offer good faith collection for Cardholder has cancelled and/or returned Items.
Acquirers. The following scenarios could cause a Cancellation and Return Related
MasterCard and Visa Card Organization Rules require that a merchant make a Chargeback to occur:
good faith attempt and be willing and able to resolve any disputes directly with Cardholder received damaged or defective merchandise.
the Cardholder.Discover rules and regulations,however,prohibit you and/or us Cardholder Continued to be billed for cancelled recurring transaction.
from contacting theCardholder directly regarding dispute(s)or any other matter, Credit transaction was not processed.
except as required for acceptance of Discover transactions,and require you and/or To reduce Your risk of receiving a Cancellation and Return(related Chameback:
us to submit any responses to dispute np5ces directly to Discover.
Due to Card Organization Rules,you may not re-bill a Cardholder after a issue Credit lathe Cardholder far same account as ll:e purchase inatmely
manner.
Chargeback isreceivedfor that transaction,even with Cardholder authorization, Do not issue Credit to the Cardholder in the form of cash, check or
We strongly recommend that you include a detailed rebuttal letter along w;th all instate/merchandise Credit as we may not be able to recoup your funds in
pertinent documents when responding to a transaction request or a Chargeback the event the transaction is charged back.
notification(e.g.,rental agreement,imprinted portion of the invoice or Sales Draft: Ensure customers arefully aware of the conditions for recurring transactions.
the portion signed by the Cardholdenand the area•where the authorization codes, Cancel recurring billings as soon as notification is received from the
with amounts and dates,are loratedl. Cardholder or as a Chargeback,and Issue a Credit as needed to the cardholder
Due to the short time frames and the supporting documentation necessary to in a timely manner.
successfully(and permanently)reverse a Chargeback in your favor,we strongly Pre-notify the Cardholder of billings within 10 days (Domestic) and 15
recommend the following: (International)prior to billing,allowing the Cardholder time to cancel the
Avoid Chargebacks by adhering to the guidelines and procedures outlined in transaction.
these Operating Procedures. Provide proper disclosure of your refund policy for returned/cancelled
If you doreceivea Chargeback investigate,and if youdispute the Chargeback, merchandise,or services to the Cardholder at the time of transaction in
submit the appropriate documentation within the required time fame. accordance with applicable law.
vrevazaeroo pnch 43
• Card present.Cardholder signed the Sales Draft containing disclosure. Ensure merchant descriptor matches the name of The business and is
If applicable,the words'NO EXCHANGE,NO REFUND,'etc.must be dearly displayed correctly on the Cardholder statement.
printed in V.inch lettering on the Sales Draft near or above the Cardholder Ensure descriptor includes correct business address and a valid customer
signature. service number.
• Ecommerce,provide disclosure on website on same page as check out American Express offers fraud mitigation tools for both Card Present and Card
showing Cardholder must click to accept prim to completion Not Present transections to help verify that a Charge is vaddihese tools help
• Card Not Present,provide cancellation policy at the time of the transaction, you mitigate the risk of fraud at the point of sale,but are not a guarantee that
• Provide cancellation numbers to Cardholders when lodging services are a Charge is in fact valid or bona fide,or that you will not be subject to a
cancelled. Chargeback.For optimal use of the tools,please visit American ExpresVFraud
• Ensure delivery of the merchandise or services ordered to the Cardholder. Prevention Information comRrludinfo.
3. Fraud:Transactions that the Cardholder or authorized user claims are 4• Cardholder Disputes: Merchandise or services not received by the
unauthorized;the account number is no longer in use or is fictitious,or the CardholdecMerchandise defective ornot as described.
merchant was identified as'high risk' The following scenarios could cause a Cardholder Dispute Chargeback to occur:
The following scenarios_muld cause a Fraud Related Chargeback to occur. Services were not provided or merchandise was not received by the
Multiple transactions were completed with a single card without the Cardholder.
Cardholder's permission. The Cardholder was charged prior to merchandise being shipped or
• Counterfeit card was utilized and proper acceptance procedures were not merchandise was not received by agreed upon delivery date or location.
followed. Cardholder received merchandise that was delective damaged or unsuited
Authorization was obtained;however.full track data was not transmitted. for the purpose sold or did not match the description on the transaction
Cardholdes states that they did not authorize or participate in the transaction documentation/verbal description presented at the time of purchase.
NOTE Visa Fraud Chargebacks:Chargeback representment rights do not exist if Cardholder paid with an alternate means and their Card was also billed for
you failed to fulfill a retrieval request and/or provide a sales slip that contains all the same transaction
required data elements To preserve Chargeback representment rights,respond Cardholder cancelled service or merchandise and their Card was billed.
to all retrieval requests with a dear legible copy of the transaction document that Cardholder billed foratranssNenthat was not past of original tmmaction
contains all required data elements within the required timeframe that is specified
by the retrieval request. document.
Te reduce your risk of receiving a Fraud Related Cbameback To reduce your risk of receiving a Cardholder Dispute Related Chargeback:
Card Present Tnnsacdonr., Provide Services or Merchandise as agreed upon and described to the
•
Pre-notify the Cardholder of billings within 10 dayscardholder;clearly indicate the expected delivery date on the sales receipt or
American Express customers have the option toreceive mitten notification or invoice.
the recurring transaction at least(10)days prior to submitting.or any time the Contact the cardhoWef in writing If the merchandise or service cannot be
Charge amount exceeds a maximum amount that has been set by the provided or Is delayed,and offer the cardholder the option to canal if your
cardholder. haemal policies allow.
• Obtain an Authorization for alltransactions. In the event that the cardholder received defective merchandise or the
Ifyou are utilizing an electronic device to capture Card information,swipe all merchandise received was not as described;resolve the issue with the
Card transactions through your electronic authorization device to capture cardholder at first contact.
Cardholder information and ensure the displayed Cardholder number If the merchandise is being picked up by the Cardholder,have them sign for
matches the number on the Card. the merchandise after inspection that it was received in good condition.
If you are unable to swipe the Card or Ba Referral response is received,imprint Do not Charge the Cardholder until the merchandise has been shipped,ship
Ilse card using a valid imprinting device that will capture the embossed Card according to the agreed upon terms and obtain signed Proof of Delivery from
and merchant information.Do not after the imprint on the draft in any my. the Cardholder.
Manually entering the information Into the terminal does not protect you if unable to provide services or rnerclwndise,issue credit to cardholder in a
from this type of Chargeback.All pertinent information relating to the timely manner.
Imnsactihn must be written on the manually Imprhued draft(transaction date,
dollar amount.authorization code and merchandise description)along with Accept only one farm of payment per transaction and ensure the cardholder
the Cardholder signature. is only billed once per transaction
Note:Do not imprint on the back of a signed Saks Omfl.The imprint must be on Do not bill Cardholder(or loss,theft or damages unless authorized by the
the transaction document that contains all transaction elements to prove the Cardholder.
Card was present at the time of the transaction. .5. Processing Errors:Encirwas made when transaction was processed or is was
Obtain the Cardholder signature for all transactions;ensure the s'gnsture on billed incorrectly.
the Sales Draft matches the signature on the(sack of the Card. Tile following scenarios could cause a_Prgmssing Error Chamebadt to occur:
Process all transaction one time and do not Batch cut transactions mdhiple - Transaction was not deposited within the Card Organization specified
times. timeframe.
•
Educate staff on procedures to eliminate point of sale(POS)fraud. Cardholder was issue a Credit Draft;however.the transaction was processed
Card Not Present Transactions: as a safe,
Participation in recommended Fraud Prevention Tools. IranSaetion was to be processed in a currency other than the currency,used
• Verified by Visa Program. to settle the tmnsact;on
• MasterCard SecureCode The account number or transactionamoum utilized in the transaction
Address Verification Services, was incorrectly entered.
CVV2,CVC2 and DD Verification. A single transaction was processed more than once to the Cardholders
Note:While transactions utilizing these tools may still be disputed,the service account.
may assist you with your decision to accept the Card for the transaction. Cardholder initially presented card as payment for the transaction:ho.eYer
Ensure you ship to the AVS confirmed address(big to and ship to should Cardholder decided to use an alternate form of payment.
match). Limited amount or self-service terminal transaction was processed for an
Obtain Authorization for all transactions. amount which is over the predetermined limit.
vne1707 REwa pctq 44
i
TQ reduce your risk of receivfng a Processing Error Related Chargeback• Include a dated cover letter detailing the reasons for requesting a review of the
• Procesi all transuctions within the Card Organization specified timeframes. debit or Summary Adjustment and documentation to support your dispute.(You
Ensure all transactions are processed accurately and only one time. should retain a copy of the correspondence and all documentation frryour riles.)
Note:In the event that a transaction was processed more than once;lmmediately If the inquiry is related to prior correspondence,be sure to include the control
issue volds,transaction reversals or Credits
number we previously used.
• Ensure that credit transaction receipts are processed as Credits and sale Immediately fax or mail the Sales Draft or Credit Drafts to the fax number or
transaction receipts are processed as sales. address provided on your notification letter.
Ensure all transactions received a valid Authorization Approval Code prior to If you have any questions,please call the Customer Service number provided on
processing the transaction and obtain a legible magnetic swipe or imprinted the last page of this ProgramiGulde.lfa Customer Service Representative informs
Sales Draft that is signed. - you that additional documentation is required in order to fully review the item,
Do not alter transaction documentation or make any adjustments unlessthe please immediately submit your rebuttal and transaction documentation to the
Cardholder has been contacted and agrees to any modifications of the far number or address listed on the debit notification.
transaction amount. 36.Account Maintenance
• Ensure limited amount.self-service and automated fuel dispenser terminals 36.1. Change of Settlement Account Number.If you change the Settlement
are set property to conform to the pre-determined limits. Account in which you receive the proceeds of your transactions,you must all
6. Non Receipt of Information:Failure to Respond to a Retrieval Request or Customer Service or your Relationship Manager immediately.If you accept
Cardholder Does Not Recognize. payment types other than Visa,MasterCard,Discover and American Express(such
The following scenarios could cause Non Receipt of Information Chargeback as where you have a direct relationship with American Express and TeleCheck
to occur: Services),you are also responsible for contacting the Card Organizations or
The transaction documentation was not provided to fulfill the retrieval companies governing those Cards to notify them of this change.
request. 36.2. Change in Your Legal Name or Structure.You must call Customer Service
• The retrieval request was fulfilled with an illegible Sales Draft or was an invalid or your Relationship Manager and request a new Agreement.
fulfillment (incorrect sales draft or sales draftdid not contain required 36.3. Change in Company DBA Name,Address or Telephone/Facsimile
Information which may include signature). Number.To change your company or location DBA name,address(or e-mail
• The Cardholder does not recognize or is unfamiliar with the transaction due address).or telephone/facsimile number,you must send the request In writing to
to the merchant name and/or location not matching the name and/or the address on your statement.
location where the transaction took place. 36.4. Other Change(s)In Merchant Profile.You must Immediately notifyus of
To reduce Your risk of receiving a Non Receipt of Information Related any change to the information on file with us in your merchant profile.including:
Chargeback: (i)arty new lines or types of business;(ii)change in ownership;(iii)the opening.
• Provide a clear and legible copy of the Sales Draft that contains all required closing or liquidation of business or any location;(iv)change in Card processing
data elements within the required timeframe that is specked on the retrieval method fie,paper Sales Drafts to POS Device);(v)voluntary or involuntary parry
request. to a bankruptcy case;(vi)entry into a loan or other agreement with a third parry
• Ensure that he most recognizable merchant name,location and/or customer that seeks to affect this Merchant Agreement;and/or(vk)change from a business
service phone number is provided on all transactions. that exclusively conducts card.present retail sales to one that accepts Ca rd sales
• Retain copies of all transaction documentation for the required timeframe by mail,telephone or Internet tramattfons.We retain the right to terminate this
that is specified by each Card Organization. Agreement if you fail to notify us or any change to the information in your
Developefficient methods toretrieve transaction documentation to maximize merchant profile.
ability to fulfill requests. 36.5. Charges for Changes to Account Maintenance.You maybe charged for
3S.2. Summary(Deposit)Adjustments/Electronic Rejects.Occasionally,it is any changes referenced in this section or any other changes requested by you or
necessary to adjust thedollar amount of your summariesiSubmissions(deposits) otherwise necessary related to account maintenance.
and Credit or deb't your Settlement Account or settlement funds accordingty.The
following is a list of the most frequent reasons for Summary (Deposit) MasterCard.Vsa and Discover and American Express have established guidelines,
Adjustments/Electronic Rejects: merchant monitoring programs and reports to track merchant activity such as.
Your summary reflected an arithmetic error. but not limited to excessive Credits,reported fraud and Chargebacks,and
Submitted sales not included in your Agreement(e,g•American Express), increased deposit activity.in the event you exceed the guidelines or engage in
• The dollar amount is unreadable/illegible. practices that could circumvent such monitoring programs or submit suspicious
The Cardholder's account number is unreadable/(legible. . tonsactions as identified by a Card Organization or any related program or
• 'Duplicate Sales Draft submitted. teports,you maybe subject to:(,)operating procedure requirement modifications;
Card number is incorrect Ancomplete. In) incremental Chargebacks and/or increased fees;(iii)settlement delay or
withholding:(iv)termination of your Agreement;or(vl audit and imposition of
Summary indicated Credits,but no Cred,ts were submitted. fines.
35.3. Disputing Other Debits and Summary Adjustments.In order to quickly
resolve disputed debits and Summary Adjustments,it is extremely important that
the items listed in this section be faxed or sent to the address listed on the Placing Orders.
notification. • To order additional supplies,call Customer Service when you have two
If the 5ummary Adjustment is for an unreadable at incorrect Cardholder account months'inventory left.We will ship you an adequate amount of supplies.The
number,resubmit the couected Sales Draft with your next deposit.Also,if the amount of supplies(based on usage)on hand should not exceed a three to
transaction is over thirty 130)calendar days old,you must reauthorize and obtain six-month supply.
a valid Authorization Approval Code. In an EMERGENCY, please contact Customer Service using the number
A clear and legible copy of the Sales Draft containing the fcllowing should be provided on the las:page of this Program Guide.if supplies are sent via an
obtained from your files: express delivery service,the delivery charges will be debited to your account,
Date of sale/Credit; You are responsible for unauthorized use of sakes/credit and summary Media.
Card'holder's account number.name and signature; We recommended that you store all supplies in a safe location.
Total amount of the sale and description of goods and services;and You may be charged for supplies and taxes plus applicable shipping and
Date and Authorization Approval Code. handling charges
WFB 1707 REVag(V14) 45
V. Split Proceedings for Equitable Relief.You,we,of American Ekpress may
seek equitable relief In aid of arbitration prior to arbitration on the merits If
The provisions in this Section 39 apply to American Express Card acceptance and necessary to preserve the status quo pending completion of the arbitration.This
Transactions. Section 39.2 shalt be enforced by any court of competent jurisdiction.
39.1. Card Acceptance.Ifyou elect to accept American Express Cards under the vi, Small Claims.American Express will not elect arbitration for any Claim you
Agreement.You must accept the American Express Card as payment for goods properly file in a small claims court so long as the Claim seeks individual relief
and services sold(other than those goods or service sidentified underRrohibited only and is pending only In that court
Uses of the American Express Card'In Section 39.6 below),or(0 applicable)for vR Goveming law/Arbitration Procedures/Entry of Judgment This Section
charitable contributions made,at all of your establishmenU,except as expressly 39.2 4 made pursuant to a transaction involving interstate commerce and is
permitted by applicable law.You arejointlyand severally,liable for the obligations govemed by the FAA.The arbitrator shall apply New York law and applicable
of your establishments under the Agreement statutes of limitations and honor Balms of privilege
393. Arbitration A reement for Claims tnvalvin American P legeranizationecognized sellaeby The
9 g Express.In arbitrator shall apply the rules of the arbitration organization selected as
event that you or we are not able to resolve a Claim this Section 39.2 explains applicable to matters relating to evidence and discovery,not federal or any state
how Claims may be resolved through arbitation.You or we or American Express rules of procedure or evidence,provided that any party may ask the arbitrator to
may elect to resolve arty Claim by binding individual arbitration.Claims will be expand discovery by making a written request,to which the other parties will
decided by a neutral arbitrator, have 15 days to respond before the arbitrator rules on the request.If your Claim
If arbitration is elected by any party to resolve a Claim,the parties understand Is for SI0,im or less,you may choose whether the arbitration will be conducted
and agree that neither you nor we not American Express will have the right to solely based on documents submitted to the arbitrator,through a telephonic
litigate or have a jury trial on that Claim in court.Further,you,we,and American heating,or by an in-person hearing under the rules of the selected arbitration
Express understand and agree that the parties will not have the right to otganvation.At the timely request ofapartythe arbitrator Will provide a written
participate In a class action or In a representative capacity or in a group of persons opinion explaining his/her award.The arbitrator's decision will be final and
alleged to be similarly situated pertaining to any Claim subject to arbitration binding,except for any rights of appeal provided by the FAA.Judgment on an
under this Agreement.Arbitrators decisions are final and binding,With very award rendered by the arbitrator may be entered in arty state or federal coup in
limited review by a court,and once confirmed by a court of competent the federal judicial district where your headquarters or your assets are located.
jurisdiction,an arbitrators final decision on a Claim is generally enforceable as a trill. Confidentiality.The arbitration proceeding and all information submitted,
court order.Other rights you,we,or American Express would have In court may relating to or presented in connection with or during the proceeding,shall be
also not be available in arbitration, deemed confidential information not to be disclosed to any person not a party to
I. Initiation of Arbitration.Claims may be referred to either JAMS or AAA,as the arbitration.All communications,whether written or oral,made M the course
selected by the party electing atbitration.ClaimsvnU be rescind pursuant to this of of in connection with the Claim and its resolution,by or on behalf of any party
Section 39.2 and the selected arbitration organizations rules in effect when the or by the arbitrator or a mediator,Including any arbitration award or judgment
Claim is filedexcept where those rules conflict With this Agieement.Comact JAMS related thereto,are confidential and Inadmissible for any purpose,Including
or AAA to begin an arbitration or for other Information.Claims may be referred to Impeachment or estoppel,In any other litigation or proceeding;provided
another arbitration organization if all parties agree in wniting.if[American Express however,that evidence shall not be rendered Inadmissible or non-discoverable
or we,on one hand,selects the organization and you,on the other hand,]select solely as a result of its use in the arbitration.
the other within 30 days thereafter or if an arbitrator is appointed pursuant to ix. Costs of Arbitration Proceedings.You will be responsible for paying your
section Sof the Federal Arbitration Act 9 U.S.C.§51-16(FAA).Any arbitration share of any arbitration fees(including MIng,admhdstratimheating or other fees).
heating will take place in New York NY. but only up to the amount of the filing fees you would have incurred if you had
fi. Limitations on Arbitration.If any party elects to resolve a Claim by brought a claim in court American Express will be responsible for any additional
arbitration,that Claim will be arbitrated on an individual basis.No Claim is to be arbitration fees.At your written request,American Express will consider in good
arbitrated on a class or purported representative basis or on behalf of the general faith making a temporary advance of your share of arty arbitration fees,or paying
public or other persons allegedly similarly sit uated.The arbitrator's authority is for the reasonable fees of an expert appointed by the arbitrator for good cause.
limited to Claims between you,us,and American Express.An arbitration award a. Additional Arbitration Awards.If the arbitrator rules In your favor against
and any judgment confirming It will apply only to the specific case brought by American Express for an amount greater than any finial settlement offer American
you,us or American Express and cannot be used in any other case except to Express made before arbitration,the arbitrator's award will indude:(1)any money
enforce the award as between you,us and American Express.This plahibition is lowlikin you are entitled as determined by the arbttrator,but in no use less than
intended to,and doe;preclude you from participating in any action by any trade 55,000:and(2)arty reasonable attorneys'fees,costs and expert and other witness
association or other organization against American Express.Noswithstanding any fees incurred by you,
other provision in this Section 39.2,if any portion of these limitations on xi. Definitions.For purposes of this Section 39.2 only,III'American Express'
Arbitration set forth in this Section 39.2 Fri Is found invalid or unenforceable,then includes its Affiliates, licensees, predecessors, successors, or assigns, any
the entire Section 39 2(other than this sentence)will not apply.except that you, purchasers of arryreceiwbles,andall agents.directors,and representatives of any
we,and American Express do not waive the right to appeal that decision. of the foregoing,((i)'Ybl includes your Affiliates,licensees,predecessor,
iii. Previously Filed Claims/No Waiver.You,we.or American Express may elect 9uccess0rs.or assigns,any purclasersof any receivables and allagents,di(echors,
to arbitrate any Claim that has been filed in court at any time before trial has and representatives ofanyofthefonegoing.and(mPClaimmeans anya0egaiion
begun or final judgment has been entered on the Claim.You,we.or American W an entitlement to re0ef,whether damages,njunciive or arty other form of relief,
Express may choose to delay enforcing or to not exercise rights under this Section against American Express or any other entity(includnig you or us)that American
392,including the right to elect to arbiratea claim,without waiving the right to Express has tire right to join,including any allegation involving a transaction using
exercise or enforce those nights an any other occasion,For the avoidance of any an American Express product at network or regarding an American Express pol:cy
confusion,and not to limit its scope,this Section 392 applies to any class-action or procedure.
Liwsuit relating to the'Honor Ali Cards,"•non-discrimination,-or*no steering" 39.3. Treatment of the American Express Brand. Except as expressly
provisions of the American Express Merchant Regulations, or any similar perm
provisions of any prior American Express Card acceptance agreement,that was f75'apdicable law,you must not:
Filed against American Express prior to the effective date of the Agreement to the indicate or imply that you prefer,directly or indirectly,any other payment
extent that such claims are not already subject to arbitration pursuant to a prior products over the Card,
agreement between Merchant and American Express. try to dissuade Cardholders from using the Card,
iv. Arbitrator's Authority.The arbitrator Will have the power and authority to criticize or mischaractenize the Card at any of American Express'services or
award any relief that would have been available in court and that is authorized programs,
under this Agreement.The arbitrator has no power or authority to alter the try to persuade or prompt Cardholders to use any other payment products
Agreement or arty of its separate provisions,including this Section 39.2. or any other method of payment(e.g.payment by checkl,
WFB1707 REV00(7114( 46
r
impose any restrictions,conditions,disadvantages or fees when the Card is amounts that represent repayment of a cash advance including,but not
accepted that are not imposed equally on all other payment products.except limited to,payday loans,pawn loans or payday advances,
for elettronid funds tramfer,or ash and check sales made bythird parties or entities conducting business in industries other
suggest or require Cardholders to waive their right to dispute any transaction, than yours.
• engage in activities that firms the American Express business or the American Other items of which American Express or your Processor notifies you.
Express Brand(or both), You must not use the Card to verity a customer's age.
promote any other payment products(except your own private label card 39.7. American Express Transaction Data.The transaction data you collect to
that you Issues for use solely at your establishments)more actwey,than you facilitate the Charge must be or have been provided directly to you by the
promote the Card,or CardholdecYou must not acceptor have accepted transaction data from,nor shall
• convert the currency of the original sale transaction to another currency when you provide or have provided transaction data to,any third parties other than
requesting Authorization or submitting transactions(or both). your covered parties(as defined in the Data Security Operating Policy IDSOP11.1f
You may offer discounts or in-kind Incentives from your regular prices for you fail to comply with this requirement,In addition to other rights and remedies
payments in cash ACH funds transfer,check Debit Card or Credit Card,provided regarding'monhoring:you may be charged a fee as indicated on the Merchant
that(lo the extent required by applicable law):(I)you clearly and conspicuously Processing Application,vie may suspend Card acceptance privileges at your
disclose the terms of the discount or in-kind incentive to your customers,(III the establishments,or terminate the Agreement.Where Cardholders pay you using
discount or in-kind Incentive is offered to all of your prospective customers,and payment or 'e-wallet'accounts (which Cardholders may have created by
(iii)the discount or in-kind incentive does not differentiate on the basis of the providing Cardholder information when the account was established),the
issuer or,except as expressly permined by applicable law and Card Organization transaction data collected to facilitate the Card Not Present Charge has already
(e.g.,Visa,MasterCard,Discover,JCB,Amefican Express).The offering of discounts been provided directly by the Cardholder.You are not required to have the
or in-kind incentives In compliance with the terms of this section will not Cardholder re-enter the transaction data.All information required by American
constitute a violation of the provisionsset forth in the above section Treatment Express evidencing one or more transactions,including information obtained at
of the American Express Brand' the point of sale,information obtained or generated during Authorization and
39.4. Treatment of the American Express Marks. Submission,and any Chargeback
Whenever payment methods are communicated to customers, or when 39.8. Treatment of American Express Cardholder Information. You
customers ask what payments are accepted,you must indicate your acceptance acknowledge that any and all American Express Cardholder information is
of the Card and display American Express'Marks(including any Card application confidential and the sole propeny of the Issuer,American Express or any of its
forms provided to you)as prominently and in the same manner as any other Affiliates.Except as otherwise specified in the Agreement,you must not disclose
payment products.You must not use the American Express Marks in any way that Cardholder information nor use nor store it,other than to facilitate transactions
Injures or diminishes the goodwill associated with the American Express Marks• at your establishments In accordance with the Agreement.
nor(without prior written coment from Processor)Indicate that American Express 39.9. Disclosure and Use of Data Collected Under Agreement.We may
endorses your goods or semices.You shall only use the American Express Marks disclose to American Express data and information that you provide on your
as permitted by the Agreement and shall cease using American Express'ksarks Application and that we collect as pan of performing American Express payment
upon termination of the Agreement. processing services or transaction related services including information about
39.5. Treatment of American Express Card Member Information.Any and all you.American Express may use the information that you provide In the
Cardholder Information is confidential and the sole property of the Issuer, Application at the time of setup to screen and monitor your American Express
American Express or Its Affiliates.Except as otherwise specified,you must not acceptance,to perform its responsibilities in connection with your American
disclose Cardholder Information,nor use nor stare It,other than to facilitate Express Card acceptance to respond tocoun orders and legal investigations,and
transactions at your Establishments In accordance with the Agreement. to perform analylia and create reports for our and American Express's internal
39.6. Prohibited Uses of the American Express Card You must not accept the purposes,and for any other lawful business purposes,including marketing
Card for any of the following; purposes.American Express may otherwise use and share your information for
adult digital content sold via internet elecuonfc delivery, business purposes and as permitted by Applicable Law.American Express uses
• amounts that do not represent bona fide sales of goods or services(or,if reasonable administrative,technical and physical security measures to protect
applicable,amounls that do not represent bona ride charitable contributions Program Merchant information consistent with the sensitivity of the information.
madel at your establishments.For example,purchases at your establishments 39.9.1. Consent for American Express to Contact You by Phone.eMail,
by your owners lot their family members)or employees contrived for cash Text or Facsimile.American Express may use the information you provide in the
flow purposes,or payments that you have accepted in order to advance cash Application (as such information may be updated)to call you or send you
to Cardholders in connection with the transaction, communications or materials via email SMS,text or facsimile regarding American
amounts that do not represent bona fide,direct sales by your establishment Express products,services and resources available to you.You consent and agree
to Cardholders made in the ordinary course of your business, to receive autodialed.automated and/or prerecorded calls and communications
• cash or cash equivalent;for example,purchases of gold,silver,platinum,and (which may Include SMS of text messages)at the telephone number s)you have
palladium bullion and/or bats (collectible coins and jewelry ate not provided,It you provide a fax number,you consent and agree to teceiving fax
prohibited).ar virtual currencies that can be exchanged for real curency communications from American Express.In connection with the fotegoing.you
(loyalty program currencies are not piotubaed), understand that the calls made or communications sent to you by American
Express may be subject to charges or fees byyour telecommunications or other
charges that the Cardholder has not specifically approved. applicable service provider that are your responsibility to pay.You understand
• costs or fees over the normal price of the goods or services(plus applicable that your consent under this Section 39.9.1 is not a condition of purchasing or
taxes)that the Cardholder has not specifically approved, receiving any product or service cremating into this Agreement.
damages.losses,penalties,or Anes of any kind, 39.9.2. Opt-Out:You may opt-oul of receiving marketing related commun-
gambling services(including online gambling),gambling chips,gambling ica;ions and materials from American Express by calling Processor at the
credits,or lottery tickets. Customer Service number indicated in the Program Guide and indicating that
unlawfulfillegal activities,fraudulent business transactions or when providing you no longer want to receive marketing or other communications from
the goods or services is unlawfulfillegal te.g,unlasviullillegal ordine internet American Express,in which case Processor will disable your American Express
sales of prescription medications or controlled substances:sales of any goods acceptance services,and you will no longer be permitted to accept American
that infringe the rights of a rights-holder under laws applicable to American Express payment cards under the Agreement.
Express.you.or the Cardholder). 39.10. Conversion to a Direct Relationship with American Express.You
overdue amounts or amounts covering returned,previously dishonored or acknowledge and agree that upon written notice from us.you will be convened
stop-payment checks(e.g.,where the Card is used as a payment oflast resoril. to a direct American Express Card acceptance relationship with American Express
wFB1707 BEv0a Ire+I 47
If and when the annual American Express Card charges that you submit under Ensure the name that prints on the Sales Draft matches the name on the front
this Agreement are greater than S),M,000.You agree that,upon conversion,(I) of the Card except when the Cardholder came Is not captured on the Sales
you will be bound by American Express' then-current Card Acceptance Draft or for prepaid Cards that do not show a name on their face.
Agreement with respect to American Express Transactions;all American Express Validate the Card's presence by taking an imprint of the Card(the Imprint is
will set pricing and other fees payable by you for American Express Cardforyour records).Failure to validate the Card's preserme by taking an Inspfint
acceptance;and(in you will no longer be able to submit American Express Card of the Card can render merchant liable for Chargebacks if the Cardholder
transactions under this Agreement but olds Agreement will continue in fun force disputes the Charge,except when the Cardholder name is not captured on
and effect with respect to other payments and services you elected to receive on the Sales Draft or far prepaid Cards that do not show a mine on their face.
your Application.Ifyou need to receive American Express related services from us 39.19.American Express Mobile Contacdess Charge&
after you have been converted to a direct relationship with American Express, When presented with a contactless•enabkd mobile phone,in addition to the
then you win need to contact our Customer Serviceat 1-800-451.5817 to request
that your account be entitled for American Express acceptance and to 'Magnetic Stripe Card Charges'requirementsyou must:
acknowledge the new pricing terms far our services assodated with your direct Capture Magnetic Stripe or chip Card data by waving the contacdms•enabled
relationshipwith American Express. mobile phone in close proximity to the cantaaless reader.
39.11.Reserved Compare the signature(when obtained)on the Saks Daft with the signature
39.12.Third Party Beneficiary Rights.American Express is a direct and intended on the companion physical Card or a valid form of formal identification(e.g.
third-party beneficiary of this Agreement,and may enforce any terms of this drivers license).You must not record or store the information from such formal
Agreement that apply to American Express,including American Express Card identification in anyway.
acceptance and transaction processing,directly against you. if amobile contaclless transaction cannot be processed for any reason,you should
39.13.Your Right to Opt Out of American Express Card Acceptance.You may require that the Cardholder provide the companion physical Card to complete
opt out of accepting American Express Cards at any time without directly or the transaction.
Indirectly affecting your rights to accept any other payment products. 39.20.American Express Contact Chip Charges.
39.14.Collections from American Express Cardholder.You may not bill or When presented with a chip Card to be inserted Into a chip Card reader.in
collect from any American Express Cardholder fon any purchase or payment on addition to the'Magnetic Stripe Card Charges'requirements,you must:
the American Express Card unless a Chargeback has been exercised,you have Capture chip Card data by Inserting the Card into the chip Card reader,the
fully paid fon such Charge,and you otherwise have the right to do so. point of sale system will advise Cardholders to enter their PIN(a chip and PIN
39.15.Completing a Transaction at the Point of Sale.All valid transactions Charge)or sign for the Charge(a chip and signature Charge).
begin with a Cardholder's purchase at rix point ofsale.Whether the physical Card Chip and PIN Charges.Cardholders will enter their PW into the point of sale
is used to facilitate a Card present Chwggor the Cardholder provides his or her syitem using the keypad.If the chip and PIN Charge are unable to be
Cardholder Information over the phone,via mail order.or the Internet the completed due to a technical problem,the point of sale system will show an
transaction must not be completed without the Card and/or Information error message.
provided by the Cardholder.To accept the Card for charges at yourestabllshments, Chip and signature Charge.Failure to obtain a signalure,when requited•can
at the point of sale,you must: render you liable for Chargebacks if the Cardholder disputes the Charge.
Clearly and conspicuously,disclose an material terms of sale prior to obtaining Obtaining a signature may not be required if merchant's establishment and
an Authcrization,and the Charge qualify for the No Signature Program.
Clearly and conspicuously inform Cardholders at an points of interaction(e g. 3921.American Express Comartka Chip Charges.
sales conducted in person,over the internetmobile or via man or telephone When presented with a chip Card to be read via a contacdess reader and the
order)what Entity is making the sales offerw that the Cardholder can clearly Charge qual:fiesfor lire No Signature Pnogram,in addition to the'Magnetic Stripe
distinguish you from any other party involved in the Interaction(e.g.a vendor Card Charges requirements you must.
of goods or provider of services you may engage,or another merchant
seeking to conduct business with the Cardholder). ' Capture Magnetic Stripe or chip Card data using the comactless reader.
The transaction data you collect to facilitate the Charge must be or have been For charges that do not qualify under the No Signature Program,follow the
provided directly to you by theCardholder.You must not accept or have accepted relevant Card acceptance procedures outlined in either:
transaction data from,nor shall you provide or have provided transaction data to, •'Magnetic Stripe Card Charges;or
any ih'rd parties other than your covered parties(as defined in the Data Security -'Contact Chip Card Charges'
Operating Policy(DSOP0.Ifyou fail to comply with this requiremenLyou may be 3922.American Express Key-Entered Charges. '
charged non-compliance or other fees as indicated on the Merchant Processing If a Card cannot be read electronically,in addition to the•Nwgnetic Stripe Card
Application and/or have your Card acceptance privileges at required your Chalgei requirementsyou must:
establishments suspended or disentitled.
39.16.In Person Charges.In-person charges refer to charges in which the Card Key enter the data.
and Cardholder are present at the point of sale.An example of this is when a ' Validate file Card's presence by taking an imprint of the Card(the Imprint is for
Cardholder presents a Card to the merchant at a retail store.For 311 In-person your records).Failure to validate the Card's presence by taking an imprint of
charges the Card must be presented There are several ways in which you can IheCard can render you liable for Chargebacks if the Cardholder disputes the
conduct the in-personCharge.The steps you take wry according to how you go Ctrwge.
about conducting both types of in-person charges: 39.23.Keyed No Imprint for American Express Transactions.
39.17.Electronic charges or key-entered charges.When providing proof of - Your establishments may be efgible to participate in the American Express
dehvery,a signalurefrom the Cardholder or an authorized signer of the Card is not 'Keyed No Imprint Program'The'Keyed No Imprint Program allows you to
requited. submit in-person charges without taking an imprint of the Card ifyou meet
39.18. Magnetic Stripe Card Charges tire following Charge criteria:
When presented with a Card at the point of sale you must: All Cards quality for thel4yed No Imprint Program.'
Verify,that he customer is the Cardholder(Cards are not tamferade). The Charge must be key-entered
Capture Magnetic Stripe data by swiping the Card(unless the Charge was TheCharge Submission must include the appropriate indicator to reflect that
already initialed by waving the contacilms chip Card in close proximity to the the Card and the Cardholder were present at the point of sale,
point of sale system). The Charge Submission must include a valid approval.and;
Match the Card number and the expiration date on the Card to the same The CID Number must be confirmed as a positive match.Under%he*Keyed
information on the Sales Draft. No Imprint Program,'Chargebacks will not be exercised for such charges
WFO1707 REV00(1114) 48
based solely on the establishment's failure to obtain an imprint of the Card.If -Because prepaid Cards are pre-funded,if you receive a decline when seeking
a disproportipnale amount or number of disputed charges under lhe'Keyed Authorization,ask the customer to call the toll-free number on the back of
No Imprint Programa occurs,you must cooperate to reduce the number of the Card to confirm that the purchase price does not exceed the available
disputed charges.If such efforts fail,you may be placed in any of American funds on the prepaid Card.
Expresi Chargeback programs or your participation in the'Keyed No Imprint If the prepaid Card does not have enough funds to cover the purchase price,
Program*may be modeled or terminated. process a split tender transaction or request an alternative form of payment.
39.24.Metch ant Website Information Display Guldeflnes. You must create a Sales Draftfor a prepaid Card as you would any other Card.
• An accurate description of the goods/services offered,including the currency Be on the lookout for suspect transactions.
type for the transaction(e.g.,U.S.Dolla is).Transaction currency must be In US. 3918. American Express Policies and Procedures for Specific Industries.This
Dollars. Section 39.28 states.additional American Express policies and procedures
• Your physical address in the U.S. applicable to merchants classified in specific industries.All other provisions and
An email address and a telephone number for customer service disputes. requirements of this Agreement apply to these merchants as well.To the extent
• Return/refund policy. possible,the provisions of this Section 39.28 and the other provisions of the
• Adescription of your de8verypolicy(e.g.,No COD,No overnight). give
applicable to American Express transactions shall be interpreted to
give each their full effect.However,if a conflict is deemed to exist between them,
• A description of your securitypractices(a.onfomnation highlighting security then the provisions of this Section 39.28 shall govern.
practices you use to secure transactions conducted on the Internet). 39.28.1.Auto dealen.This section applies to merchants classified in an auto
A statement of known export restrictions,lari0s,and any other regulations. dealer industry.
39.25.Aggregated Charges. The following requirements will appy to charges for the down payment or the
If you are classified as an Internet lndustryyou may process aggregated charges, entire purchase price of new and used motor vehicles.You may accept the Card
provided the following criteria are met: for down payment of a motor vehicle,subject to the following provisions:
• Clearly disclose your intent and obtain written consent from the Cardholder You must not submit a Charge for the down payment price of a used motor
that their purchases or refunds(or both)an the Card may be aggregated and vehicle unless and until you have a written agreement/bill of sale signed by.
combined with other purchases or refunds(or both)before you request an the Cardholder setting forth the terms of the sale,Including down payment
Authorization. price,and your cancellation policy.
• Each individual purchase or refund(or both)that comprises the aggregated In addition to its other Chargeback rights, American Express also has .
Charge must be incurred under the same merchant number and on the same Chargeback rights for any portion of the Charge for the dmvn payment price
Card of a used motor vehicle which is disputed by the Catdhdder.If such disputed-
• Obtain a pre-Authorization of no more than 515 charge cannot be resolved in your favor based upon unambiguous language
• Create a Sales Draft for the full a mount of the aggregatedCharge. contained in the written agreement/bill of sale.
• l of the aggregated Charge must not exceed SlSor the amount for Should a Cardholder exercise his or her right to rescind the written
The amounthhichyou amount
obtedpre-Authorization. agreementitbill of sale during any rescission period set forth in the
Cardholders agreement with you or at law,you shall submit a Credit to us
• Submit each Sales Draft within our submission timeframe. promptly.
• Provide the Cardholder with an email containing the date,amount,and If American Express has classified you as an auto dealer of used motor vehicles
description of each individual purchase or refund lot both)that comprises exclusively,the down payment must not exceed 50%of the full purchase price
the aggregated Charge,and the date and the amount of the aggregated of the motor vehicle.
Charge. If the Catdholderdenies making at authmizing the ChargeAmerican Express
39.26.American Express Prepaid Card Security features. will have Chargeback rights for such Charge in addition to our other
Although there are a number of unique prepaid Cards,all prepaid Cards share Chargeback rights
similarfeatures,except that Prepaid Cards may or may not be embossed,and the You may also accept the Card for the entire purchase price of a new or used
following features may appear on the front or back of the Card for a combination motor vehicle,subject to the following provisions:
of both): •You are classified as an auto dealer of new or new and used motor vehicles
The American Express logo generally appears in the bottom right corner. (i.e.Your dealership sells new motor vehicles exclusively or both nese and
• The words PREPAID or INCENTIVE will generally be shown above the American used motor vehicles).
Ex press logo. -The amount of the Charge does not exceed the total price of the motor
• Cards preloaded with funds may show the dollar amount or the total points vehicle after deduction of applicable discounts,taxes,rebates,cash down
(reloadable Cards generally will not show a number), payments,and trade-in values.
• The CID Number will appear usually above the Card number or above the -You must not submit a Charge for the entire purchase price of new or used
logo. motor vehicle unless and until you have a written agreementibill of sale
The Card number appears on the Card, signed by the Cardholder setting forth the terms of the sale,including
• The valid date or expiration date appears on the Card. purchase price.delivery date and your cancellation policy.
-In addition to other Chargeback rights. American Express also has
The recipient's name or company name may appear on the Card. Chargeback rights for any portion of the Charge for the entire purchase price
3912,American Express Processing Prepaid Cards. of a new or used motor vehicle which is disputed by the Cardholdecif such
Prepaid Cards are available for a variety ofuses:gifiing,travel,incentive,etc.All disputed Charge cannot be resolved In your favor based upon unambiguous
American Express prepaid Cards show the American Express•Blue Boi logo either language contained In the written agreemem/bill of sale,
on the face or back of the prepaid Card.Prepaid Cards may or may not be •Should a Cardholder exercise his or her right to rescind the written
embossed.Most prepaid Cards can be used for both in-store and online agreement bill of sale during any rescission period set forth in the
purchases.Prepaid Cards are valid through the date on the Card.Simply swipe Cardholders agreement with you or at law,you shall submit a Credit to us
-the Card at the point of sale just like any other Card.A prepaid Card must be promptly.
tendered for an amount that is no greater than the funds available on the Card. -If the Cardholder denies making at authorizing the Charge and you have not
Instruct Cardholders that,before making a purchase.they must check their transferred title or physical possession of the motor vehicle to the
remaining funds by calling the t•.venty-four(241 hour,toll-free number on the Cardholder.American Express will have Chbrgeback rights for such Charge in
back of the Card. addition to its other Chargeback rights.
VIFBI707 REVga(7114) 49
39.282 Business-to-Business(82B)fWholesak Distribution. Request a separate Authorization for purchases that exaadthemiginalpre-
If you are classified in the business-to-business(828)or wholesale distribution Authorization amount.
Industries,and American Express determines that you are not in the tele- Oil Fraud Protection Program.
communications Industry,then notwithstanding the prohibition in Section 39,6, The Oil Fraud Protection Program addresses counterfeit fraud Chargebada atfuel
'Prohibited Uses of the Card;youmay accept the Card for overdue amounts tothe pump CATs.Undej this program,American Express will not exercise Chargeback
extent that acceptance ofaverdue amounts is a common practice in your industry for the amount of the Charge up to$100 provided that both the establishment
and does not constitute an attempt to obtain payment from the Cardholder and each Charge meet the following criteila:
whose prior methods of payment have, In American Express' reasonable The Authorization request meets the data requirements listed under CATs.
(udgment,been difficult locoilector uncollectible.Anindicator ofsuchdifficuhy, The Authorization request must include thescorrea merchant categarycode
for example.may,be the fan thatyou havesent a mstometaccount recollections (MCC)for automated fuel d-ispensers(SS42L
To minimize your risk of a Chargeback with B28 Charges,always: The Issuer determines that the Card used to initiate the Charge was
Obtain a signature for all irh•person charges For Card Not Present Charges, countedefyand,
obtain Proof of Delfveryand The establishment qualified for Chargeback prosection under the programat
• Maintain clear and accurate records of orders and returns the time of the Charge,as follows:
Notwithstanding the restriction in Section 26.6,you must not submit any Charge For an establishment to qualify under the Oil Fraud Protection Program,it(If must
until the goods have been shipped or services have been provided to the authorize and submitTrarssactions under the unique Merchant Accounl Number
Cardholder.To the extent that you have clearly disclosed your intentions to the (Seller ID)assigned to the establishment,and(fi)must have,in a given month,a
Cardholder and the Cardholder agrees,then you may submit the following types counterfeit fraud to Charge volume ratio below l%.An establishment whose
of Charges to us before you ship the goods to the Cardholder. counterfeit(mud to Charge volume ratio rises to or exceeds i%in a given month
. Charges representing deposits on custom and special orders(so long as you war not qualify under the Oil Fraud Protection Program until the ratio falls below
comply with applicable law)or goods not in inventory at the time the order 1%for three(3)consecutive manths.Nowrishstanding the foregoingtheOil Fraud
Is placed Protection Program does not apply to merchants that submit one Merchant
- Charges representing advance,partial,or full payment for goods that the Account Number(Seller IDI consolidated charges from multiple establishments
Cardholder requests you to ship at a later date. lie,central wbmitters)or to the establishments that those merchants submit on
behalf of.Ametican Express offers a variety of fraud prevention tools which may
39.28.3. Insurance. enable merchants to reduce fraud in order to qualify and retain eligibility for the
This section contains provisions specific to establishments that are classified in the program. -
insurance Industry. If you ate classified In the restaurant or bar industry, then the following
American Express undertakes no responsibility an your behalf for the collection Authorization proceduresapply.If the finalreslauzant mbar Chaigeis nogreater
or 0mcly remittance of premiums American Express will not be subject to any than the amount for which you obtained Authorizatfonplus 20%ofthat amount,
liability,under any circumstances,for any claim arising from,or related to,any no further Authorization is necessarylfthefinal restaurantor bar Chargesisgreater
insurance policy issued byyou or your agencies than the amount for which you obtained Authorization by more than 20%,you
B the Card is accepted as payment for fixed rate ash value life insurance policies must obtain Authorization for any additional amount of the Charge that is greater
or fixed rate annuities under the Agreement,you represent and warrant to than the original Aulhorization.When submitting the Charge,only include the
Processor that the fixed rate cash value life insurance policies and fixed rate imrialapprovaL
annuities for which the Card will be accepted for premium payments are not 39.285. Restaurants.
securities requiring registration under the Securities Act of 1933. If you are classified in the restaurant or bar industry,then the following
39.28.4. Oil/Petroleum. Authorization procedures apply.lf the final restaurant or bar Chargefs no greater
Ifyou are classified in the oil and petroleum industry,American Express may place than the amount for which you obtained Authorization plus 20%of that amount,
you In the Fraud Full Recourse Program if you accept charges originating at a mfunher Authorization is necesswirAfthe final restaurant or bar Charge isgrewer
Customer ActivateciTerminal(CAT)gas pump.American Express will not exercise than the amount for which you obtained Authorization by more than 20%you
Cho rgeback up to a certain dollar amount for charges that qualify under the O3 must obtain Authorization for any addidawlamount of the Charge that is greater
Fraud Protection Program described below. than the original Authorization.When submitting the Charge,only Include the
initial approval.
OfIlPetroleum Requirements. 3928.6. Telecommunications
Ilyou are classified In the o8 and petroleum Industry,you must: B American Express classifies
Obtain a unique Merchant Account Number fur P you in the Telecommunicationsgreemeric industry.
qu your CAT gas pump sales.if notwithstanding anything to the contraryin the Agreomen6 Amnican Express
youconduct any other businessat your establishment(e.g,comenience stone may place you in one or more or the following Chargeback programs:
sales,car washing services),you must obtain a unique Merchant Account
Num bet for those lines of business. partialhmnedime Chargebeck Program for an amount or SSOorkss:or Fraud Full Submh dealer location data along with each Program
Authorization request and each - American Express may establish audit procedures determined in American
Submission hie.Dealer location data consists of your businesi: Expnesi discredon to ensure flat no charges except for recurring billing
dealer number(store numberl dirges are submitted under the Merchant Account Number designated for
tame recurring billing charges.
street address 39.28.7. GovernmentNdlitiesfEducation.
city This section applies to merchants classified in the government,utilities or certain
postal code education industries(i.e.kgher education,private school-kindergarten to grade 121.
GilfPetroleum Recommendations. Customers should(eel free to use all forms of payment that you accept VAthoui
American Express has implemented several policies and fraud prevention tools to bang pentlized(or choosing a particular form of paymeni.To promote consumer
assist in combating fraud at the gasoline pump. choice,you are generallyprohiblted from imposing any nestriclions,candhionsor
disadvantages when the Card is accepted that are not imposed equally on all
American Express recommends that you: other payment products See Treatment of the American Express Brand'
Set a pre-Authorization request of S100 at your CAT gas pumps. Merchants in these specific industries may assess conven'ence fees on charges
For higher charges such as diesel,adjust the pre-Authorization amount to provided that they comply with the otherrequirements of this section,as follows:
accommodate the higher charges • Merchants must not impose a higher convenience fee on charges than it
Set your CAT gas pumps to shut off when they reach the pre-Authorization imposes on other payment products,except for Automated Clearing House
amount. funds transfers,ash,and checks
WFB1707 REVOO(Asc) so
Merchants classified as government Entities,including government utilities,
and privately owned utilities may assess convenience fees on all Charges.
Merchants classified as eduational institutions may assess convenience fees
only on charges for tuition,room and board,school lunch payments or other
mandatoryfees.
You must clearly disclose the amount of convenience fees to the customer
and give the customer the opportunity to cancel the Charge if the customer
does not want to pay the convenience fee.
Any explanation,verbal or written,describing why the convenience fee is being
assessed,at how it is calculated,must characterize the convenience fee as an
assessment to cover your administrative costs and not as an assessment to cover
your cost of accepting the Card.
You must obtain separate Authorizations and Approval codes for each of the
principal charges and the convenience fee.Furthermore,the descriptor on the
convenience fee must dearly state that it is a convenience fee(e.g.,Official
Payments—City of X(principal payment)and Official Payments Convenience Fee
(convenience feel).
Your third-party service provider can only assess a convenience fee when it
accepts the Card for the foregoing charges in compliance with the requirements
of this section.
39.28.8. IntemetfOnline Pharmacies.
If it is determined that you are an interrmt/online pharmacy merchant that
accepts the Card for sales of prescription medications fas defined by applicable -
law)in the Card Not Present environment:
• You must be unified by the Verified Internet Pharmacy Practice Sites program
of the National Association of Boards of Pharmacy(wvrw.nabp.ne0,or,
You or your authorized representative must attest that you comply with the
licensing and Inspection requirements of If US,federal law and the state in
which you are located and Ill each state to which you dispense
pharmaceuticals.
Upon request,you must promptly provide documentation that you fulfill the
foregoing requirements.Failure to provide this documentation promptly may
result in suspension or disentitlement of Card acceptance privileges.Specific
procedures exist for transaction processing by internet/online merchants.
Onlinelmail order tobacco retail.
If you are classified or it is otherwise determined that you are an online or mail
order(or both)tobacco or e-cigarette merchant,then you must provide the
website address of the online store from which you sell your tobacco products.If
your webs4e facilitates tobacco sales,you will be requited on request to provide
an executed and notarized Affidavit of Compliance with lava-Online/Mail Order
Tobacco,If you fail to complete the Affidavit,Card acceptance privileges may be
suspended.Amedwn Express may monitor your website.
39.29.American Express-Excessive Disputes.You may be subject to various
fees and assessments as set forth on the Application including fees for excessive
disputes.Some fees and assessments are for special products or services,while
others may be applied based upon non-compliance of American Express policies
and procedures.Marry non-compliance fees and assessments can be avoided by
correcting the actions that are causing such non-compliance.
39.30. American Express Right to Modify orTerminate Agreement.American
Express has the right to modify the Agreement with respect to Ametican Express
Card transactions or:o terminate your acceptance of American Express Card
transactions and to require Processor to investigate your activdles vath respect to
American Express Card transactions.
39.31. Acceptance Procedures for American Express Travelers and Gift
Cheques.Procedures for accepting American Express Travelers and Gift Cheques:
• Watch Merchant's customercoumersign in the lower left corner of the cheque,
and compare the countersignature to the signature in the upper left corner for
American ExpressTravelets Cheques and Gh Cheques.For Cheques for Two,
the customer's countersignature must match either one of the two signatures
on top.
Obtain authorization•American Express recommends obtaining an author-
ization to reduce the chances of accepting fraudulent cheques.American
Express offers a variety of authorization tools.Obtain online authorization at
vnnv americanemress conn/vedfvamextc.
WFE1707 REVad pA4I S
• t Buyer Initiated Payment(BIPI:A payment that occurs tzheh a cardholding
As used in this Program Guide,the following terms mean as follows: business approves an Invoice(or Imroices)and submits an electronic payment
instruction causing funds to be deposited directlyimo a their supplier's merchant
Acquirer:Bank in the ase of MasterCarctVisa and certain debit transactions or account.
Processor In the case of Discover transactions that acquire Card sale transactions Card:Means a Credit Card and/or aDebit Card.
from merchants such as yourself. Cardholder.Means the Person whose name Is embossed on a Card and any
Address Verification:A service provided through which the merchant verifies authorized user of such Card,including the Person that has entered Into an
the Cardholder's address, in whole or in part. Primarily used by Mail / agreement establishing a Card account with an lssuer.The wards'Card Member'
Telephone/Internet order merchants.Address verification is intended to deter refer to Cardholder.
fraudulent transactions,however,an AVS match does not guarantee that a Card Not PresentSaleffansactlon:ATrareaction that occurswhen the Card in
transaction is valid An AVS request should generally be submitted with an not present at the point-of-sale,including internal,mai•order and telephone-
authorization is quesl.The AVS response,if available,however will not impact order Card sales.
whether arryassocfated authorization request Is approved or denled.You may be Card Organization: Any entity formed to administer and promote Cards,
charged an AVS fee for any AVS request you submit even if we are not able to including without limitation MasterCard Worldwide('MasterCard'I,Vlsa U.S.A,
provide a response to the request. Inc('ViW'),DFS Services LIC('Discover7,American Express and any applicable
Afrliate:'ARiliateof a Person meant another Person that,directly or indirectly, debit networks.
(It owns or controls such Person or(a)is under common ownership or central with Ca rd Organization Rules:The rules,regulations,releases,interpretations and
such Person. other requirements(whether contractual or otherwise)imposed or adopted by
any Card Organization and related authorities,including without Iitmtation,those
AgreemenUThe Agreements among Client,Pracessor and dank contained in the of the PCI Security Standards Council,LLC and the National Automated Clearing
Application,the Program Guide and the Schedules thereto and documents House Assodation(includingwith respect to EBTs,the West Operating Rules).
incorporated therein,each as amended from time to time,which collectively Card Validation Codes:A thtee-digit value printed in the signature panel of most
constitute the Agreement among the parties. Cards and a four-digit primed In the front of an American
g pri Express CardYsa's
Annualized Sales Volume:Annualized Sales Volume is the greater of 0)the sum Card Validation Code is known asCW2;MasterCard's Card Validation Code is
of the monthly Sales Volume since the account was activated,divided by the known asCVC2;the CardVakdatlon Codes for Discover and American Express are
number of months the account has been active,and than multiplied by twelve known as a Card Identification Numbers(CID).Card Validation Codes are used to
(I 2L or(2)the estimated annual Sales Volume listed in the Agreemem.An active deter fraudulent use of acs account number in a non-face-to-face environment,
account is defined as an account having a Sales Volume of fifty dollars(S50.00)cur (e.g,mail orders,telephone orders and Internet orders).
greater for that monlh.lfthe Client has three months or less of Sales Volume,the Card Verification Value (CW) I Card Validation Code (CVCI1 Card
'Annualized SalesVolume'is the estimated annual SalesVolumeprovided by the Identification Data[CID):A unique value encoded on the Magnetic Stripe of
Client in the Agreement. Card used to validate Card Information during the Authotizasion process.
Application:See Merchant Processing Application. Cardholder Verification Method(NMI:A method used to confirm the identity
of a Cardholder and to signify Cardholder acceptance of a transaction,such as
Authorization:Approval by,or on behalf o6 the Card Issuer to validate a signature,Offline PIN,and Onfine PIN.
transaction.An authorization indicates only the avallabihty of the Cardholder's Cash Benefits:An EBT account maintained by an Issuer that represents pre-
Credit Limit or funds at the time the Authorization is requested.An Authorization funded or day-af-draw,benefit%or both,administered by one or more govern.
Fee(see Fee Schedule)an be charged for each Aulhosizallon,whether approved ment entities,and for which the Issuer has agreed to provide access under the
or declined. EBT ptogram.Multipsle benefits may be combined in a single cash benefit account.
Authorization Approval Code:A number issued to a participating merchant by Cash Over Transaction:Dispensing of cash by a merchant in connection with
the Authorization Center which coniums the authorization lar a sale or service. Card sale,other than a PIN Debit Card transaction,(in the purchase of goods in
Authorization and Capture:Refers to the communication of instructions from services.
your POS device or other systems to our computer systems,whether the Charge or Charges:The total price.including all applicable taxes and gratuities,
communications are for authorization requests in any other capture of for the purchase of goods or services at a merchant for which a Cardholder has
information,if your Service fee Schedule reflects an authorization and capture signed a Sales Draft or otherwise indicated intent to pay with aCard.
fee it may be applied to each communication you transmit to us. Chargeback:ACard transaction(a,disputed portion)that is returned to us by the
Authorization Center: A department that electronically communaates a IssumClient is responsible for payment to us for all Chargebacks
metclanfs request for authorization an Credit Card Itansaciions is she Check Warranty:A service provided through a merchant's POS egwpmens which
Cardholder's Lank and transmits such authorization to she merclaut era
guarantees payment up to a defined limit,provided the merchant follows proper electronic equipment or by voice authorization sups in accepting the check.
Check Verilicatian:A service provided in which a merchant accesses a national
Authorization/EDC Fees:A fee that applies to all Visa,hiaste,Ca rd and Discover negative file database through its(a,minalftegister to verify at authorize that
Card approvals (pie-authorizations,authorizations B authorization reversals), person has no outstanding bad check complaints at any of the member
denials.batch inquhies,and batch entry transactions and includes any transaction merchants,this is not a guarantee of payment to the merchant.
fees and capture leas. Claim:Means any claim(including Initial claims,counterclaims.cioss-daims,and
Bank.The bank identified on the Application signed by you. third patty claims).dispute,or controversy between you and us arising from at
Bankruptcy Code:Title 11 of the United States Code,as amended from time to relating to the Agreement or prior Card acceptance agreements,or the relation-
time. ship resulting therefrom,whether based in contract,ton(including negligence,
strict liability,fraud,or otherwise).statutes,regulations.or any other theory,
Batch:A single Submission to escorts groupof tramaciions(salesand credits)for including any question relating to the existence,validity,performance.con-
settlement.A Batch usually represents a day's worth of transactions. struction,interpretation,enforcement.or termination of the Agreement or prior
Business Day:Monday through Friday,excluding Bank holidays. Card acceptance agreements or the relationship resulting therefrom.
WFB1707 REVae(71141 52
f
Client:The party identified as'Cliem'on the Application.The words'Subscriber; Merchant Account Number: A number that numerically identifies each
'you;'yosy'and.'Cystomer'refer to Client.Also,sometimes referred to as merchant location,outlet,or line afbusiness to the Processor for accounting and
'Merchant.* billing purposes.
Credit A refund or price adjustment given for a previous purchase transaction. Merchant Identification Card: A plastic embossed card supplied to each
Credit Card:A device bearing a valid Organization Mark of Visa,MasterCard, merchant to be used for imprinting information to be submitted with each batch
Discover or American Express and authorizing the Cardholder to buy goods or of paper Sales Drafts.Embossed data Includes Merchant Account Number,name
services on Credit and,to the extent the Schedules so provide,a valid device and sometimes merchant ID code and terminal number.
authorizing the Cardholder to buy goods of services on Credit and issued by any Merchant Processing Application (OMPA'): The Merchant Processing
other Card Organizations specified on such Schedules. Application and Agreement executed by Client.which Is one of the documents
Credit Draft A document evidencing the return of merchandise by a Cardholder Comprising the Agreement.
to a Client,or other refund or price adjustment made by the Client to the Merchant Provider.Any Person engaged by you to provide services to you
Cardholder,whether electronic.paper or some other form,all of which must involving or relating to (i) access to Cardholder data,transaction data or
conform to Card Organization Rules and applicable law. information related to either Cardholder data or transaction data or(ii)PIN
Credit Limit:The credit line set by the Issuer for the Cardholder's Credit Card encryption,includingwishout lim)ation,Encryption Service Organizations JESOsI.
account. Non-Bank Services:Products and/or Services for which Bank is not responsible,
Customer Activated Terminal(CAT):A Magnetic Stripe terminal or chip-reading or a parry to,including American Express,PIN Debit Card,and Electronic Benefits
device(such as an automatic dispensing machine,Limited Amount Terminal,or Transfer Trans actions, Telecheck Check Services, Gift Card Services and
Self-Service)that is not an ATM. Transactions involving Cards from other No"ank Card Organizations,such as
Deb itCard:Means a PIN Debit Card and/or a Non-PIN De bit Card. Voyager Fleet Systems,Inc.WEX,Inc and WEX Bank,Discover,Lessing,TransArmor,
Fraud Services,Wireless,Global Gateway ea Services,and other items is maybe
Dial-Up Terminal:An Authorization device which,like alelephone,dials an
indicated in this Program Guide,
Authorization Center for validation of transactions.
Mon-PIN Debit Card:A device with either a Visa,MasterCard or Discover Mark
Discount Rale: A percentage rate charged to merchants,as applicable,for that is lied to a Cardholders bank account or a prepaid account and which is
processing Card transactions. processed without the use of a PIN.
Electronic Benefit Transfer(EBT):An Electronic BenefrtsTransfer system used to Non-Qualified Interchange Fee:The difference between the interchange fee
deliver certain government delivered benefits,including without limitation Cash
associated with the anticipated interchange program and the Interchange fee
Benefits and FNS,SNAP and VAC Benefits,to EBT customers. associated with the more costly interchange program at which the transaction
Electronic Draft Capture(EDC):A process which allows a merchant's Dial-Up actually was processed.
Terminal to receive Authorization and capture transactions,and electronically Non-Qualified Surcharge:A surcharge applied to any transaction that fails to
transmit them to the Processor.This eliminates the need to submit paperfor quallyfur theanticipated interchange program and is therefore downgraded to
processing. a more costly interchange Ievel.The Nan-0ualified Surcharge(the amount of
EMV:Developed by Europay,MasterCard,and Visa.h is the global standard for which inset forthon the Servicefee Schedule)is inadditionto the Non-Qualified
chip based payments. Interchange Fee,which is also your responsibility(see above and Section 5.1).
Entity:Means a corporation,partnership,sole proprietorship,trust,association, Operating Procedures:The information prepared by Processor,containing
or any other legally recognized entity or organization. operational procedures, instructions and other directives relating to Card
Factoring:The submission of authorization requests and/or Sales Drafts by a transactions.The current Operating Procedures are set forth in Part B of the
merchant for Card sales or cash advances transacted by another business. Program Guide.
Factoring is prohibited. PAN Truncation:A procedure by which a Cardholders copy of a Sales Draft or
General Terms:Section or the Program Guide,including any amendments or Credit Draft.or as required by applicable la:v,the Sales Draft or Credit Draft that
modifications. you retain,will only reflect the last four digits of the Card aicounl number.
Gross:When referred to in connection with transaction amounts or fees,refers to Person:A third party individual or Entity.other than the Client,Processor or Bank.
the total amount of Card sales,without set-off for any refunds of Credits. PIN:A Personal Identification Number entered by the Cardholder to submit a PIN
Imprinter: A manual or electric machine used to physically imprint the Debit Card transaction.
merchant's name and ID number as well as the Cardholders name and Card PIN Debit Card:A device bearing the Marks of ATM networks(such as NYCE Star)
number on Sales Drafts. used at a merchant location by means of a Cardholder-entered PIN in the
Issuer.The financial institution or Card Organization(or other Entity authorized merchant PIN Pad.
by a Card Organization)which has issued a Card to a Person. PIN Debit Sponsor Banks:The PIN Debit Sponsor Bank(sl identified on the
Limited AmountTerminal:Acustomer Activated Terminal that has data capture Application signed by you that is!are the sponsoring or acquiring bank(s)for
only capability.and accepts payment lot items such as parking garage fees.road certain PIN Debit networks.
tolls,motion picture theater entrance,or magnetic stripe telephones. PINIess Transaction;A Debit Card transaction that a merchant submits to us for
Magnetic Stripe:Astripe of magnetic information affixed to the back of a plastic settlementifunding transactions with neither a PIN nor Signature.
Credit or Debit Card.The Magnetic Stripe contains essential Cardholder and Point of Sale(POS)Terminal:A device placed in a merchant location which Is
account information. connected to the Processor's system via telephone lines and is designed to
Marks:Names,logos.emblems,brands,service marks.trademarks,trade names, authorize.record and transmit settlement data by electronic means for all sales
tag lines or other proprietary designations. transactions with processor.
Media:The documentation of monetary transactions(i.e.,Sales Drafts,Credit Processor:The entity identified on the Application(other than the Bankl which
Drafts.computer printouts.etQ provides certain services under the Agreement.
VIF91707 AEVOO(7114) 53
Program Guide(also known as the Merchant Services Program Terms and Settlement Account: An account or account (s) at a•financial Knstitution
Conditions:The booklet which contains Operating Procedures,General Terms, designated by Client as the account to be debited and credited by Processor or
Thrd Parry Agreements,and Confirmation Page,which,together with the Bank for Card transactions,feet,chargebacks and other amounts due under the
Application and the Schedules thereto and documents Incorporated therein, Agreement or in connection with the Agreement
constitute your Agreement with Processor and Bank Split Dial:A process which allows the authorization terminal to dial directly to
Recurring Payment Indicator.A value used to identify transactions for which a different Card Processors(e.g,American Express)for Authorization.in this
Cardholder provides permission to a merchant to hill the Cardholders Card kntancethe merchant cannot be6oth EDCand Split Dial.Spkt Dial is also utilized
account at either a predetermined interval or as agreed by the Cardholder for for Check Guarantee companies.
recurringgoods orservices. Split Dial/Capture:Process which allows the Authorization terminal to dial
Referral:A message received from an issuer when an attempt for Authorization directly to different Card processors(e.g.American Express)far Authodzalfon and
requires a call to the voice Authorization Center or Voice Response Unit(VRU). Electronic Draft Capture
Reserve Account An account established and funded at our request or on behaB, Store and Forward:Atransaction that has been authorized by a merchant when
pursuant to Section I I of the Agreement. the merchant cannot obtain an authorization while the customer is present,
Resubmission:A transaction that the merchant originally processed as a Store typically due to a communications(aJure.The merchant will store the transaction
and Forward transaction but received a soft denial from the respective debll electronically in their host system and retransmit the transaction when
network or Card Organization.The Resubmission transaction allows the merchant communications have been restored.
to attempt to obtain an approval for thesaft denial In which rase Client assumes Submission:The process of sending Batch deposits to Processor for processing.
the risk that the transaction fails This may be done electronically or by mail.
Retrieval Requestninnsactian Documentation Request: A request for Summary Adjustment:An adjustment to your Submission and/or Settlement
documentation related to a Card transaction such as a copy of a Saks Draft or Accounts In order to correct wrom(See Sections 3S3 and 35A.)
other transaction source documents Telecommunication Card Sales:Individual local or long distance telephone calls,
Revenue:Total Fees for Services minus the amount of Interchange,assessments far which the telephone service provider is paid directly by use ofa Card.These
and other pass through fees paid by you and passed through to payment do not include,however,calls paid for with pre-pald telephone service cards.
networks by us.Total fees for Services includes Credit Card and Non-PIN Debit Telecommunication Card Sales are considered Card Not Present Sales
processing fees,PIN deb't,non•bank.chargeback and other fees listed in the Transaction Fees:Service costs charged toa merchant on a per transaction basis
Pricing Terms.
Us,We and Our:See Servicers.
Sales/Credit Summary:The identifying form used by a paper Submission Yau,Your.See ClienL
merchant to indicate a Batch ofSales Drafts and Credit Drafts(usually one days
work).Not a Batch header,whkh is used by electronic merchants.
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
preauthorized orders and retuning 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 conform to Card Organization
Rules and applicable law.
Sales Volume:The total combined amount of Credit Card PIN Debit and Non.
PIN Debit (MasterCard, Visa, Discover and American Express) payment
transactions processed by us minus any amounts attributable to returned items.
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 Terminals:A Customer Activated Terminal that accepts payment of
goods or services such as prepaid cards or video rental,has electronic capability,
and does not accept PIN's.
Servicers:Bank and Processor collectively.The erords'we,"ui and'our'refer to
Servicers unless otherwise indicated in this Program Guide.
Services:The activities undertaken by Processor andlor Bank.as applicable to
authorize, process and settle all United States Dollar denominated Visa.
MasterCard, Discover and American Express transactions undertaken by
Cardholders at Client's location(s)in the United States.and all other activities
necessary for Processor and Bank to perform she functions required by this
Agreement for all other Cards covered by this Agreement.Far the avoidance of
doubt,and without limiting the foregaing,'Services shall include any ancillary
products or services provided to You by Processor and/or Rankin connection with
this Agreement to the extent such products or services are not provided to you
pursuant to a separate agreement with Processor and/or Bank,
W61707 REVaa(71141 S4
I
41.1. Electronic-Funding Authorizatiom Authorization Fees are charges that apply each time you communicate directly
with Processor.
All payments to Client shall be through the Automated Clearing House CACH) Authorization /EDC Fee applies to all Visa.MasterCard and Discover Card
and shall normally be electronically transmitted directly to the Senlement approvals(pre•aulhorizatiom,autharvations and authorization reversals).denials,
Account you have designated or any successor account designated to receive batch inquiries,and batch entry transactions and includes any transaction fees
provisional funding ofClientsCard sales pursuant to the Agreement.Cliem agrees and capture fees.
thatarly Settlement Account designated pursuant to the preceding sentence will
be an account primarily used for business purposes.Neither Wells Fargo Bank An equipment rental fee will be charged each month for each piece of equipment
N.A.Malls Fargo Bank)nor Wells Fargo Merchant Services,L.LC.can guarantee rented,plus tax as applicable.Client will be charged for actual shipping fees for
the timefame in which payment may be credited by Client's financial institution equipment and cost of supplies.
where the Settlement Account is maintained. The parties further agree and acknowledge that,in addition to any remedies
Client hereby authorizes Wells Fargo Bank and Its authorized representative, contained herein or otherwise available underapp6rable law,if(a)Client breaches
Including Wells Fargo Merchant Services,LLC.,to access Information from the this Agreement by improperly terminating it prior to the expiration of the
Settlement Account and to initiate credit and/or debit entries bybankwire or ACH applicable term of the Agreement,or(b)this Agreement is terminated prior to
transfer and to authorize your financial institution to block or to initiate,if the expiation of the applicable term ofthe Agreement due toan EventofDefaul4
necessary,reversing entries and adjustments for any original entries made to the then SERVICERS will suffer a substantial injury that is difficult or impossible to
Settlement Account and to authorize your financial institution to provide such accurately estimate.Accordingig in an effott to liquidate in advance the sum that
access and to credit and/or debit or to block the same to such account.This should represent such damages,the parties have agreed that the amount
authorization is without respect to the source of any funds in the Settlement calculated in the manner specified below(the'Early Termination Fee)is a
Account.is itrevocabie and coupled with an interestTh)s authority extends to any reasonable pie-estimate of S£RVICERS'probable loss.The Early Termination Fee
equipment rental or purchase agreements which may exist with Client as well as shall be paid to SERVICERS within 15 days after Client's receipt of SERVICERS'
to a try fees and assessments and Chargeback amounts of whatever kind of nature calculation of the amount due.
due to Wells Fargo Merchant Services,LLC or Weils Fargo Bank under terms of The amount of the Early Termination Fee will be calculated as follows:
this Agreement whether arising during or after termination of the Agreement. (I)If the Client's total Sales Volume for the preceding 12 months'is less than One
This authority is to remain in full force and effect at all times unless and until Wells Million Dollars(S1,000,000)and the termination occurs during the initial term,
Fargo Merchant Services,L.L.C.and Wells Fargo Bank have consented to Its then the Early Termination Fee is Five Hundred Dollars(550D.00)per location;or
termination at such time and in such a manner as to afford them a reasonable Ill)If the Client's total 5alesVolume for the preceding 12 months'is greater than
opportunity toact on itAn addition,Clfent shall be charged ten dollars 010.00)for or equal to One Million Dollars IS 1,000,000)and the termination occurs during
each ACH which cannot be processed,and all subsequent funding may be the initial term or any renewal term,then the Early Termination fee is Five Hundred
suspended until Client either(i)notifiesWells Fargo Merchant Services,LL.C.that Dollars(1500.00)per location plus six(6)times the highest amount of Revenue in
ACH's can be processed or(ii)a new electronic funding agreement is signed by any single calendar month during the initial term or any tenewal term.
Client.Client's Settlement Account must be able to process or accept electronic ' If you have been processing with us for less than 12 months,the early
transfers via ACH. termination fee shall be calculated based an*Annualized Sales Volume in lieu of
4 1 1.2. Funding,Acknowledgement 'Sales Volume'
Automated Clearing House (ACH). Client's obligation with respect to any MonthlyMirumum Processing fee will end
Automated Clearing House(ACHI.I acknowledge that the funds for MasterCard, when SERVICERS receive the aforementioned Early Terminationiee.
Visa and Discover transactions will be processed and transferred to my Settlement 41.4. Addresses for Notices
Account within two(2)Business Days from the time a Batch Is closed(by 12:00 PROCESSOR: Important Phone Numbers:
a.m.PT)and within one(1)Business Day from the time the Batch is closed(by Wells Fargo Merchant Services,L.LC.: lseeaho S"tions 28.3 orrd304)
12:00 a.m.PT)if such account is a Wells Fargo Settlement Account.The ACH 1307 Walt Whitman Road
transactions will appear on your statement as'Merchant Bnkcd' Melville,NY 11747 CustomerService
_ - Ann:Sales Manager 1-BOoa51-5817 pressl
BANK: MasterCerd/VisalDiscover
The fees for Services as shown on your pricing disclosure are based on the Authorization Center:
assumption that your Credit Card and Non-PIN Debit transactions wall qualify at Wells Fargo Bank 1.800.6264480
the anticipated interchange programs associated with your account. 1200 [Creek.CA 4598 POS HeI Desk:
Walnut Creek CA 94598 P
If a transaction fails to qualify for you ra0ticipaled interchange programs,you will Aum Merchant Services 1.800-622.0842
be billed a Non-Qualified Interchange Fee,plus a Non-Qualified Surcharge for 1925)746.4143
each such nonqualifying transaction(see Section 5.1 and Glossary).
Your initial fees for Ser rices are stated on your Appli:avon and may be adjusted
from time to time to reflect If
a. Any increases or decreases in the interchange and/or assessment portion of of the specific r as nsfbusor the den ial.To obed tain
mayobtement.pleas contact
the lees, of the specific reasons far the denial.To obtain the statement,please contact
Credit Initiation,1307 Wall Whitman Road,hlelville.NY 11747,1-8(x-767-2484 ext.
b. The appropriate interchange level as is cons;s:em vith the quabfymg cLteria 32900.within sixty(60)days from the date you are notified of our decision.We
of each transaction submitted by Uem,and will send you a written statement of reasons for the denial within thirty(30)days
c. Increases in any applicable sales ortelecommun:cations charges or taxes levied of receiving your request,
by any state,federal or local authority related to the delivery of the services
provided by Wells Fargo Mecham Services,LLC.when such costs are included
in the Service or other fixed fees.
In addition to the Debit Card transaction fees set forth on the Application,Cl.ent
shall be responsible for the amount of any fees imposed upon a transaction by the
applicable debit network.
A Monthly Minimum Processing Fee will be calculated beginning thiny(30)days
after the date Client's Application is approved.(Refer to your pricing disclosures.)
w4a 1707 REVUa(711+I 55
The following Agreements are Third Party Agreements entered Into between Client and theThird
Parties identified in theThird Party Agreements.
If Client desires to receive the products and/or services offered under a Third Party Agreement,
Client must check the appropriate box or otherwise indicate such desire in the Merchant
Processing Application,in which case the terms and conditions of the Third Party Agreement
shall be binding upon Client.The Signature page in the Merchant Processing Application or any
Schedule thereto shall also serve as a signature page to theThird Party Agreements.
Client acknowledges that the Third Parties are relying upon the information contained on the
Merchant Processing Application and the Schedules thereto,all of which are incorporated by
reference into theThird Party Agreements.
V531707 n[wo(7/1 56
m
This TeleCheck Services Terms and Condition(the'Agreement'I is entered by and 'Returned Payment'means any financial obligation pursuant tot his Agreement
between TeleCheck Services,Inc('TeleCheck'1 and Subscriber('Subso bei')as not paid by Subscriber's financial institution.*Subscriber's Account'means
Indicated on the Merchant Processing Application and AgreemenLTeleCheck will Subscriber's financial Institution account.'TeleCheck Approval Code means(a)
provide one of the following services(TeleCheck Services')as selected in the for warranty services,thatTeleCheck has authorized an ltemforwarrdntycoveage
Merchant Processing AppEcation:TelaCheckElectrenicCheck Acceptance*('ECA•I under this Agreement,and (b)for verification services,that TeleCheck has
warranty service('ECAWaranty Service"),paper warranty service l'PaperWamanty authof¢edan ltemaseligible for processing.'TeleCheck Operational Procedures'
Servicel,Upon processing Subscriber's first check through arty of the TeleCheck* means TeleCheck's published policies and procedures contained in various
services of from the date Subscriber is entered into the TeleCheck system as a documents provided to Subscriber concerning the services,equipment and
subscriber,whichever is earlier(the'Effective Date,the terms and conditions of maintenance provided pursuant to this Agreement.'TeleCheck Parties'means
this Agreement,induding paymentand the Minimum MonthlyFee,shall applyfrom TeleCheck,its affiliates,officers.directors,employees,shareholders,agents and
that point forward Arty oftheTekCheckservims,induding,withomEmiadon,funds atiorneys.'Wananty Maximum'(a)for an Item processed as an ECA Warranty
settlement,billing and customer service,may be performed by one or more of Transaction means the lower or(i)the face amountofthe ltemAi)the amountset
TeleCheck'saBiliates forth on the Merchant Processing Application;or(iii)525AW.00;(b)for an Item
I.I. Term,Termination and Amendment. This Agreement shall be effective processed as a Paper WarrantyTansallon means the lower of(i)the face amount
for an initial term of 12 months from the Effective Date;provided,however,that of the Item;611 the amount set forth on the Merchant Processing Application;or
Subscriber may terminate this Agreement if Subscriber gives and TeleCheck (fill$99,999.99.
receives written notice of termination within the first 30 days of the Agreement. TERMS APPLICABLE ONLY TO TELECHECK ECA WARRANTY SERVICE
Thereafter,this Agreement shall automatically continue until terminated as 1,3, ECA Warranty Service.
provided for herein,Subscriber may terminate this Agreement at the end of the 1,3.1. Description.The TeleCheck ECA Warranty Service provides Subscriber
initial term hereafter upon at least 30 days'prior written notice to TeleCheck with:(a)coded information to assist Subscriber in deciding whether or not to
TeleCheck reserves the right to amend,atits discretion,this Agreement,induding, accept an ltemdb)processing services;and(c)warranty services for ECAWaffanty
without limitation,any rates,fees,addenda and/or the TeleCheck Operational Transactions that comply with the warranty requirements of Section 3.3,all in
Procedures,by providing Subscriber notice and such amendments shall be accordance with this Agreement.
effective 30 days from the date notice is mailed to Subscriber.In the event
TeleCheck changes the rales,fees or warranty limits hereunder,Subscriber may suesaeleceisingproval ode that i ECAessed byTeTeCheianthat TeleCheck
issues aTeleCheck Approval Cade that is processed by TeleCheck as an electronic
terminate this Agreement upon written notice received by TeleCheck within such funds tfa surer or remotely created checkTeleCheck shall,via an electronic funds
30 day pedod.TeleCheck may terminate this Agreement at any time upon notice transfer,effect a credit to Subscribers Account for the amount of such transaction
to Subscriber.Subscriber may terminate this Agreement at anytime upon written as pan of a batch credit.Such credit shall typically occur within 2 banking days
notice if TeleCheck has failed to cure a material breach of this Agreement within following Subscriber's regular closeout of the point of sale terminal and
30 days following written notice of that breach given by Subscriber. transmission of the saved ECA WarrantyTransrctions IoTeleCheck for settlement -
1.2. Definitions.As used in this Agreement,the following definitions processing,provided that the Batch is closed and received by TeleCheck by 9.,00
apply: 'ACH Network' means the Automated Clearing House Network a p,m.Central Time.Subscriber authorizes TeleCheck on its behalf to initiate debits
processing and delivery system that provides for the distribution and settlement to the Consumer's accounts for each such ECA Warranty Transaction.TeleCheck
of electronic credits and debits.'Authorization Receipt'means the written may reduce such credit,or initiate a debit,by the amount of any necessary
authorization receipt,in the form approved by TeleCheck signed by Consumer adjustments for ECA Warranty Transactions, including, without limitation,
for each ECA Warranty Transaction,as applicable.'Batch"means a collection of chargebacks of partial adjustments to Subscriber's Account.TeleCheck reserves
saved transactions transmitted to TeleCheck for settlement processing.'Claim the right to decline to process any transaction as an ECA Warranty Transaction.
means any claim,demand,directive,suit or other proceeding,notice,damage. As required by the NACHA rules TeleCheck's Originating Depository Financial
expense(including reasonable attorney's fees).assessme nt.fine or liability of any Institution (as defined by the NACHA Rules) shall have the right to audit
kind.*Consumer*means a person or entity that authorizes an hem'Consumer Subscriber's compliance with this Agreement and the NACHA Rules.
Authorization Format'means the required format(including,without limitation, TeleCheck shall not be liable for any delays in receipt of funds or errors in debit
all verbiage for payment authorization,return item fees check approvals and and credit entries caused by third parties,including,without limitation,any ACH
declines etc.).provided byTeleCheck to 5ubsuibecas amended from time to time Network participant or Subscriber's financial institution. Notwithstanding
for processing Consumer payments to Subscriber by an Electronic Item.'ECA anything contained herein to the contrary,TeleCheck shall be entitled without
WarramyTransaction'means a transaction processed by TeleCheck under the ECA notice to place a hold on or suspend payment of any amounts now due or
Warranty Service(as applicablebas an elecifonidunds transfaca remotely created hereafter to become due('Funds Hold'l should any questionable activity occur
check or a paper check for the contemporaneous purchaseofgoods or serviceby as determined by TeleCheck in its sole discretion,including without limitationan
a Consumer at Subscribers physical location.Stem'means an outstanding excessive amount of Return Items or a breach of the VACHA,or as otherwise
Financial obligation pursuant to a paper check,electronic funds transfer or required by the Originating Financial Depository Institution or by law.in addition
remotelycreated check processed under this Agreement.'NACHA Rules means tothe right to paces Funds Holdvdth respect to any payment,TeleCheck is also
the National Automated Clearing House Association Operating Rules and entttledsvithout noticefreeze or terminate all processing activities.ln addition to
Guidelines,as amended from time to time,that govern the ACH Network.'Paper any other remedies available to TeleCheck under this Agreement,Subscriber
Warranty Transaction'means a transaction for the contemporaneous purchase agrees that,if Subscriber breaches or fails to comply with this Agreement,
of goods or services pursuant to Tele(heck's Paper Warranty Service program. TeleCheck may,w.th notice to be provided within 3 business days following such
'Return Item Fee-means any fee or exemplary damages allowed by law that may action,change processing or payment terms,suspend settlement or other
be assessed ona Return llem'Return Items"mean any Items that are dishonored, payments of anyamounts now due,or hereafter to become due,until TeleCheck
returned,reversed,charged back or otherwise unpaid bya Consumers financial hashad reasonable opportunity toinvestigate such event.Cominuance ofservice
institution upon presentment for payment,regardless of the reason or timing. and payment processing duringany period of delinquency shall not constitute
War 707 eeroo Wl"I S7
waiver ofTeleCheck's rights of suspension or tennination.in the evenlTeleCheck warranty set forth In Secrlon tA.2shaUbeapplicablelbsikhECllWananty
makes a partial adjustment to an Item or a credit to a Consumers account at the Transaction.
request of Subscriber or as a result of a Subscriber error,and the Item becomes a 1.3.4. Authorization Receipts. Subscriber shall (a) maintain the signed
Return hem,TeleCheck may recover all such amounts from Subscriber.TeleCheck Authorization Receipt for a minimum period of 2 years from the date of the
may also recover from Subscriber the amount of any fees paid by a Consumer to transaction or for the period specified.by the NACHA Rules,whichever is longer.
Consumer's financial Institution which resulted from a Subscriber mat. (b) physically deliver either the original or a legible copy of the signed
1.33. Warranty Requirements. TeleCheck warrants the accuracy of its Authorization Receipt to TeleCheck within 7 days ofTelechecles request,and(d
information provided that all requirements set forth in this Section are strictly permitlieleChecktoaudit Subscriber(upon reasonable notice and during normal
met.TeleCheek agrees to purchase from Subscriber one Item per ECA Warranty business hours)for compliance with this requirement.
Transaction for which a TeleCheck Approval Code was inaccurate;provided. 135. Assignment of ECAWanantyTnsmactions.Byelectingtosubscdbeto
Iromver,thatTeleChecks liability shall be limited by theWananty Maximum and the TeleCheck ECA Warranty Service,Subscriber ASSIGNS,TRANSFERS AND
warranty requirements,and shall not exceed the amount of the Item.Subscriber's CONVEYS to TeleCheck all of Subscribers rights,title and interest in any ECA
sole and exclusive remedy for breach of warranty shall be the right to require Warranty Transaction submitted by Subscriber to TeleCheck under this
TeleCheck to purchase such Item subject to the terms and conditions contained AgteemenCSubscr'iber shall,atTeleCheck's requestendorse such dseckand take
in this Agreement.Subscriber represents and warrants with respect to each ECA arryzction reasonably deemed necessary by TeleCheck toald in the enforcement
Warranty Transaction submitted to TeleCheck for processing under this afTeleChedfs rights hereunder.
Agreement that 13.6. Chargeback and Reassignment. TeleCheck may chargeback to
(a) The cheek is a first party check drawn on Consumer's deposit account at a Subscriber any ECA WarrantyTramaction processed byTeleCheck.or reassign to
United States financial Institution and made payable to Subscriber.The Subscriber any ECA Vlairanly Transaction which has been approved as a paper
name of the Consumer is Imprinted or typed on the check by the check check and purchased by TeleCheck In any of the following ciramstancas:
manufacturer; (a) The goods or services,In whole or in part,for which the ECA Warranty
Of Subscriber made an inquiry to TeleCheck In strict accordance with Transaction was submitted,have been returned to Subscriber,have not
TeleCheck Operational Procedures and obtained a single TeleCheck been delivered by Subscriber,are claimed by Consumer to have been
Approval Code.The transaction was not performed In an attempt to avoid unsatisfactory,or are subject to any stop payment dispute a setroff;
the warranty requirements or Warranty Maximum(as more fully described (bl Subscriber has received full or partial payment or security in any form to
in 3.6(f)),including through split sales; secure payment of the Item,or the goods or services for which the Item
(c) The transaction represents an obligation of Consumer at the print of sale watissued or authorized were initially delivered on credit a under a lease.
(no phone,mail or internet orders)for goods sold or rented or services (c) The transaction is for any reason Illegal,void of invalid:or purchase by or
rendered forthe price of such goods or services,and the transaction is not transfer to TeleCheck of the hem Is not permitted by applicable law;ora
for credit,cash or payment on an account,debt or check already due court of law determines that the Item is,in whole or M pan,not due and
Subscriber, payable by Consumer,unless such determination results from Consumers
(d) The signature of Consumer on the Authorization Receipt is not bankruptcyptoceeding;
substantially different from the name imprinted on the check; (d) Arty of the representations made by Subscriber as set Guth In Section 1.33
(el The dale of the check and the ECA Warranty Transaction accurately are or become false or inaccurate;
coincides within 1 calendar day of(i) the date of the Inquiry call to (e) Subscriber failed to comply with this Agreement;
TeleCheck and Gd the date the transaction actually occurred.(Checks may (f) Subscribe;or any of Subscriber's ownertagents or employees:(Q matedaly
not predate or post-date by more than 1 calendar day the date of the altered either the check a the Authorization Receipts O processed the
inquiry call and the transaction date); transaction with reason to know that the Item was likely to be dishonored
(fl Subscriber has no reason to question or have notice of any fact, fincluding failure to receive a TeleCheck Approval Code)or that the
circumstance or defense which would impair the validity or callectabgity identification used was forged,altered or did not belong to Consumeror
of Consumer's obligation or relieve Consumer from liability., IQ processed the transaction In a manner which was an attempt to mid
(g) The transaction is not subject to the warranty requirements or Warranty Maximum.•avowledge shall be
I arty stop payment dispute or seo-ofF
presumed in the presence of faces or circumstances whidr,i(known.would
IN Subscriber has complied with and shall comply with all applicable laws, cause a non•subscifbing merchant, using commercially reasonable
rules,regulatikms,and NACIIA Rules including,without limitation,posting judgment,to independently refuse to accept a check'Knowledge'is also
notice to authorize the ECA WariantyTransaction and the Return Item Fee presumed where there is evidence of Subscriber's attempt to avoid
in a prominent and conspicuous location,and providing a copy of the warranty limitations through manipulation of transactions,including but
notice to the Consumer,an in accordance with Regulation E(12 C.F.R.Part nor limited to the spatting of a single transaction into smaller components
205); or resubmission of a prev;ously denied tranwctiorc
6) Consumer authorized the debiting of Consumer's account and the debit (gl the Authorization Rece;pt vias incomplete or unsigned,or a legible copy of
entry is in an amount agreed to by Consumer. Subscriber received a the Authorization Receipt was not received by TeleCheck within 7 days of
separate signed and completed Authorization Receipt from Consumer a request by TeleCheck
for each ECAWarrantyTransactiom, (h) A duplicate ECAWarrantybanwction relating to the same transaction was
(jl The paper check to which the ECA WarrantyTzansaction relates:(i)has not received and processecLar the crigiruil papercheck was deposited thereby
been used in any other trarswction,Cif)is voded on the front by Consumer creating a duplicate entry against Consumer's financial institution account
or Subscriber,and(Hi)is returned to Consumer; O Consumer disputes authorizing the ECA Warranty Transaction or the
(k) The amount entered into the TeleCheck system and on the Authorization validity or accuracy of the transaction;
Receipt match exactly and does not exceed the Warranty Maximum.,and ill Subscriber received notice that Consumer Red bankruptcy and
(II If the ECA Warranty Transaction is approved as a paper check not eligible Subscriber failed to notify TeleCheck of the bankruptcy within 3 business
for processing as an electronic funds transfer,each representation and days of Subscriber's receipt of such notice.cr
sysevoz aevoo pct+l 58 '
(k) The closeout of the Batch and transmission of the ECA Warranty 1.3.10.Fees and Rates. Subscriber shall pay TeleCheck the fees and rates set
TransacTiun tdTeleCheck for settlement processing did not occur within 7 forth on the Merchant Processing Application and addenda,if any,or in this
days from the date the TeleCheck Approval Code was issued for the Agreement,as changed from time to time byTeli<hedt,plus all applicable taxes.
transaction. The9nquiry Rale%s the percentage rate which shall apply to the face amount of
Subscriber shall immediately notilyTeleCheck upon the happening of any of the each Item(up to the Warranty Maximum),for which an authorization inquiry is
above circumstances.lfthe Item is charged back or reassigned as providedherein, made to TeleCheck by telephone.electronically or otherwise,whether or nota
(a)TeleCheck maydebit Subscriber's Account in the amount paid byTeleCheck for TeleCheck Approval Code is issued.The'Transaction Fee'is the additional per
the Item,(b)TeleCheck may deduct or offset such Item against any amounts to be
transaction charge for each ECA WarrantyTransactlon inquiry,whether or not a
paid to Subscriber for ECAWarrantyTransactions,or(c)upon requemSubscriber TeleCheck Approval of Iade nquiry
Raefee thatS Subscriber
Fee lithe minimum
aggregate amount of Inquiry Rate fees that Subscriber sh5lPpay on a monthly
shall remit the amount of the Item to TeleCheck.TeleCheck may also chargeback basis.ff the total Inquiry Rate fees for Subscriber's inquiries for any month are less
to Subscriber any amount over the Warranty Maximum on any ECA Warranty than the Monthly Minimum Fee,then the Monthly Minimum Fee shall apply.The
Transaction where TeleCheck has not received payment for such transaction 'Customer Requested Operator Call Fee'CROC'or'Voice Authorisation Feels an
within 60 days of the date of the ECA VhrrantyTransaction.Upon charging back additional fee per operator or Interactive Voice Response Nigi-assisted call not
or reassigning an Item,TeleCheck shall have no further liability to Subscriber on requested by TeleCheck The *December Risk Surcharge' is an additional
such Item.Following termination of this Agreement,Subscriber shall continue to percentage charge added to the Inquiry Rate for each authorization inquiry in
bear total responsibility for any reassignments,chargebacks and adjustments DecembecThe'Munthly StatemenVProcessing Fee'isa monthlyfee for handling
made under this Section. Subscriber's account.
1.3.7. Account Reconciliation.Payments processed by TeleCheck will be The following additional fees may also be charged by TeleCheckThe'Funding
reflected on settlement reports made available to Subscriber by TeleCheck. Report Fee'is a 515.00 monthly fee to receive daily funding reports or S10.00
Subscriber agrees to notify TeleCheck promptly of any discrepancy between monthly fee to receive weekly funding repons.The-Chargehack Fee'is a$5.00
Subscriber's records and the information provided in the reports,or of any handling fee for each chargeback of an ECAWartantyTransaction.The'Correciion
Correction
funding failures or erromin the event any ECAWaoantyTransaction is not funded Feels a$5.00 fee payable on each Item that must be corrected due to Subscribers -
or otherwise paid by TeleCheck in accordance with Section 1.3.2,Subscriber is error or at Subscriber's request.The"Recovery Processing Fee'is a SS.00 fee for
required to notify TeleCheck in writing within 30 days from the date of such each Item that failsco meet warranty requirementsfor which TeleCheck elects,in
transaction.If Subscriber fails to notify TeleCheck within such 30 day period of its discretion,to reimburse Subscriber as a'Goodwill Item for a specific Return
the discrepancy,funding failure or error.TeleCheck shall have no liability and hem.A"Teiminal Application Update Fee'of$25.00 per terminal shall be charged
Subscriber is precluded from asserting any claims,damages or losses arising from for each occasion that a terminal application update is made available for
such discrepancy funding failure or error. additional features,different information or regulatory compliance.Any additional
requests or other services not included In this Agreement may be subject to
13.8. "Goodw8l'o!aN0n-Compliance Item.TeleCheckin its sole discretion,
may voluntarily elect not to chargeback or reassign to Subscriber a specific non- additional fees.Fees for these items maybe obtained TeleCheck
to TeleCheck
The above fees are in addition to any fees charged M TeteCheck to Subscriber
compliance Item which fails to comply with the warranty requirements set forth under any other agreement.
in Section 3.3.Such discretionary election by TeleCheck shall not constitute a TERMS APPLICABLE ONLYTOTELECHECR PAPERWARRANTY SERVICE
course of dealing or a waiver of TeleCheck's right to chargeback or reassign any
other Returnitem,or(b)relate to any other pastor subsequent Return ltem,orfq 1.4' Paper Warranty Service.
act as a waiver ofTeleCherks right to decline to pay any other Return Item. 1.4.1. Description.The TeleCheck Paper Wananty Service provide Subscriber
1,3.9. Reserve Account Establishment and Funding.5ubscriber expressly with:lal coded information to assist Subscriber in deciding whether or not to
authorizes TeleCheck loestablish areserve account for ECAWarrantyTransattions, accept a check;and(b)warranty services for checks that meet the warranty
requirements of Section 4.2,all in accordance with this Agreement.
The amount of thereserveaccount shag be set byTeleCheckin its solediscretion,
based upon Subscriber's processing history and the anticipated risk of loss to 1.4.2' Warranty Requirements. TeleCheck warrants the accuracy of its
TeleCheck.The reserve account shall be fully funded upon 3 days'notice to information prov;ded that all requirements set forth in this Section are strictly
met.TeleCheckagrees to purchasefrom Subscriber one check per Paper Warranty
Subscriber or in instances of((acrd or breach of this Agreement,the reserve
Transaction for which a TeleCheck Approval Code was inaccurate;provided,
account maybe funded immediately atTeleCheck's election.The reserveaccount howevecthat TeleCheck's liability shall be limited by the Warranty Maximumand
may be funded byall or anycombination of thefollowingJa)one or more debits warranty requirements, and shall not exceed the amount of the check.
to Subscriber's Account(and TeleCheck is hereby authorized to make such debits); Subscriber's sole and exclusive remedy for breach of warranty shall be the right
(b) one or more deductions or offsets to any payments otherwise due to to require TeleCheck to purchase such check subject to the terms andconditions
Subscriber from TeleCheck or any of its affiliates;or(c)Subscribers delivery to contained in this Agreement.Subscriber represents and warrants with respect to
TeleCheck of a letter of credit issued or established by a financial institution each Paper Waifanly Transaction submitted to TeleCheck for processing under
acceptable to,and in aform satisfactory to,TeleCheck.ln the event of termination this Agreement that:
of this Agreement by either TeleCheck or Subscriber,an immediate reserve (ar' The check is a first party check dra-wn on Consumer's deposit account ata
account may be established without notice in the manner provided above.Any United States or Canadian financial institution,completely and properly
reserve account will be held by TeleCheck for 10 months after termination of this filled out,and made payable to Subscriber.The name of the Consumer is
Agreement.5ubscriber's funds maybe held ina commingled reserve account for imprinted or typed on the check bythe check manufacturer.If a P.O.Box is
the reserve funds of TeleCheck's subscribers without involvement by an used oran address is not imprinted by the check manufacturer,a physical
independent escrow agent.and shall not accrue inlerest.tf Subscriber's funds in address description is written on the check according to TeleCheck
the reserve account are not sufficient to cover the delinquent fees,chargebacks Operational Procedures:
or rejected and reassigned warranty Items,or any other fees and charges due @) Subscriber made an inquiry to TeleCheck in strict accordance with
from Subscriber to TeleCheck or its affiliates,or if the funds in the reserve account TeleCheck Operational Procedures and obtained a single TeleCheck
have been released.Subscribershall immediately pay TeleCheck such sums upon Approval Code,The transaction was not performed in an attempt to avoid
request.In the event of a failure by Subscriber to fund the reserve account, the warranty requirements or Warranty Maximum(as more fully descrihed
TeleCheck may fund such reserve account in the manner set forth above. in Section 1.4.2(f),including through split sales;
WFa 1707 REM r'7,141 59
Id The transaction represents an obligation of Consumer at the point of sale accept a checkk'Knowledge'Is also presumed where lhere'is evidence of
(no phone,mail or internal orders)for goods said or rented or services Subscribers attempt to avoid warranty limitations through manipulation
rendered for the price of such goods or service"trul the transaction Is not of transactions,including,but not limited to the splitting of a single
for credit,cash or payment on an account,debt or check already due transaction Into smaller components or fesubmission of a previously
Subscriber, denied transaction;or
(d) The signature in the signature block an the check Is not substantially (g) Subscriber received notice that Consumer flied bankruptcy and Subscriber
different from the name imprinted on the check failed to notify TeleCheck or the bankruptcy within 3 business days of
(e) The date of the check accurately coincides within l calendar day of fl)the Subscribers receipt of such notice.
date of the inquiry w0 to TeleCheck and(IR the date the transaction Subscriber shall Immediately notify TeleCheck upon the happening of any of the
actually occurred.(Checks may not pre-date or post-dale by more thane above circumstarsces.Ifthe check Is reassigned as provided herein,TeleCheck may
calendar day the date of the Inquiry call and the transact ion date); debit Subscribees Account in the mount paid by TeleCheck for the check,or
V) Subscriber has no reason to question or have notice of any fact, uponrequest,Subsaiber shall remit the amount of the check toTeIeCbe[kDpon
circumstance or defense which would impair the validity or collectata ity reassignment of a check TeleCheck shall have no further liability to Subscriber
of Consumers obligation or relieve Consumer from liability; an such check Following termination of this AgreemenLSubscribershall continue
(g) The TeleCheck Subscriber Number, Consumer's telephone number
to bear total responsibility for any reassignments,chargebacks and adjustments
made under this Section.(including area code),identification type and number and TeleCheck 145. 'GoodvnTl'ofa Non-Compliance sante Item.TeleCheck,in its sole discretion,
Approval Code are printed or wrinen on the check
may voluntarily elect not to reassign to Subscribes specific non-compliance tem
(h) The amount shown in words and figures TeleCheck the check is at less than re which fails to comply with the warranty requirements set forth in Section 1.4.2.
equal 1. the amount entered into the intotheTle system,to fill no more Such discretionary election by TeleCheck shall not(a1 constitute a course of _
than 51.00 over the amount entered into the TeleCheck system; dealing or a waiver ofTNeChecks right to reassign arty other Reform Item,or(b)
6l The check is deposited in Subscriber's Account and received by TeleCheck relate to any other past a subsequent Return Item,or(c)act as a waiver of
for purchase within 30 days of the date of the check Such check has been TeleChecles right to decline to pay arty other Return Item.
sent directly from Subscriber's financial institution after being presented
for payment only once(no representments shag be allowed,whelher paper 1.4.6.Fees and Rates. Subscriber shall pay TeleCheck the fees and races set
or electronic);and forth on the Merchant Processing Application and addenda,if any,or In this
Agreement,as changed from time to time byTeleCheckplus all applicable taus.
III The transaction is not subject to any stop payment,dispute or set-off. The Inquiry Rate'is the percentage rate which shag apply to the face amount of
1.4.3. Assignment of Checks.By electing to subscribe to the Paper Warranty each Item(up to the Warranty Maximum),for which an authorization inquiry Is
Service,Subscriber ASSIGNS,TRANSFERS AND CONVEYS to TeleCheck all of made to TeleCheck by telephone,electronically or otherwise,whether or nota
Subscriber's rights,title and interest In any check submitted to TeleCheck for TeleCheck Approval Code is issued.The'Transaction Fee*is the additional per
coverage under this Agreement.Subscriber shalLat TeleCheck's request,endorse transaction charge for each transaction inquiry,whether or not a TeleCheck
such dick and take any action reasonably deemed necessary by TeleCheck to Approval Code is issued.The'Monthly Minimum Fee'is the minimum aggregate
ald in the enforcement ofTeleCheck's tights hereunder, amount of Inquiry Rate fees that Subscriber shall pay on a monthly basis.0 the
1.4.4. Reassignment. TeleCheck may reassign to Subscriber any check total Inquiry Rate fees fa Subscriber's inquiries for any month are leu than the
purchased by TeleCheck Possum to the PaperWarramy Service provisions of this Monthly Minimum Fee-then the Monthly Minimum Fee shall apply.The Customer
Agreement,in any of the following circumstances: Requested Operator Call Fee"CROC'or'Voice Authorization Fee is an additional
(a) The goods or service,in whole or In part for which the check was issued fee per operator or Interactive Voice Response(NR)-assisted all not requested
have been returned to Subscriber,have not been delivered by Subscriber, byTeleCheckihe'December Risk Surcharge'is an additional percentage charge
claimed by Consumer to have been unsatlslactary,of are subject to any added to the Inquiry Rate for each authorization Inquiry in December.The
stop payment.dispute a set-off; 'Monthly Statement/Processing Fee is a monthly fee for handling Subscribers
Pat Subscriber has received full at partial payment or security in any form to account.
secure payment of the check or the goods or services for which the check The following additional fees may also be charged by TeleCheck:The*Recovery
was issued were initially delivered on credit or under a lease; Processing Fee'is a 55.00 fee for each Item that fails to meet warranty
(c) The transaction is fa any reason 0legal,vo'd or invalid;or purchase by or requirements for which TeleCheck elects,in its discmtion,to reimburse Subscriber
transfer to TeleCheck of the check is not permitted by applicable law,ora asa-Goodwill Item-for a specific Return Item.A'Terminal Application Update
court of law determines that the check is,in whole or in pan,not due and Fec'of 525 00 per terminal shall be charged for each occasion that a terminal
payable by Consumer,unless such determination results from Consumer's application update is made available for additional features,different information
bankruptcy proceeding; or regulatory compliance.Any additional requests at other services not included
(d) Any ofthe representations made by Subscriber as set forth In Section 14.2 in this Agreement may be subject to additional fees.Fees fa these items may be
are or become false at inaccurate; obtained by contacting TeleCheck.I lie above fees are in addition to any fees
lel Subscriber failed to comply with this Agreement, larged by TeleCheck to Subscriber under any other agreement.
if) Subscriber,or any ofSuburibeh owners,agents or employees:b)materially GENERALTERMS APPLICABLE TO ALLTELECHECK SERVICES
altered the check,or(n)accepted the check with reason to know that it 15. Payment.Allfees and charges are due upon receipt of invoice.Subscriber
was likely to be dishonored (Including failure to receive a TeleCheck authorizes TeleCheck to debit from Subscriber's Account.all payments and other
Approval Codel or that the identification used was forged,altered or did amounts owed(including.without limiation,all Retum hems,Returned Payments,
not belong to Consumer;or liii)processed the transaction in a manner chaigebacks,adjusiments,fees and charges,and delinquency charges)under this
which was an attempt to avoid the warranty requirements or Warranty Agreement or any other agreement between Subscriber and TeleCheck or its
Maximum.'Knowledge'shall be presumed in the presence of facts or affliates,and to credit allamounts owing to Subscriber under this Agreement o
circumstances wKch,if known,would cause a non-subscribing merchant. Subscriber's AccounLlf thereon insufficient funds in Subscriber's Account to pay
using commercially reasonable judgment, to independently refuse to amounts owed to TeleCheck or its affiliates,or if debits to Subscriber's account
vnanlm afvoo sans 60
are rejected due to ACH debit blacks,ori(there are any amounts otherwise not inquiry made to TeleCheck except to Consumer about whom such inquiry is made
paid by Sublcribe?wHI?n due.induding,withoutlimhationdelinquencychargm, and in no case to any other person outside Subscribers organization.If Subscriber
chargebacks or rejected and reassigned warranty Items, Subscriber shall decides to reject any transaction,in whole or in part,because of information
immediately reimbutwTeleCheckor itsaffiliates upon demand,or atTeleCheck's obtained from TeleCheck Subscriber agrees to provide Consumer with all
option,TeleCheck may offset or recoup such amounts against any amounts due information required by law and TeleCheck
Subscriber under this Agreement or any other agreement between Subscriber 1.10. Use of TeleCheck Materials and Marks.Pursuant to authorization granted
and TeleCheck or its affiliates.A delinquency charge of 1-112%per month or the to TeleCheck by TeleCheck International,Inc.,the owner of the trademarks
highest amount permined by law,whichever is lower,shall be added to the referenced in this section,TeleCheck grants to Subscriber,and Subscriber accepts,
outstanding balance of any account over 15 days delinquent.TeleCheck shall have anonexclusive,norsassignable and nontransferable limited license,uncoupled
the right to suspend all services and obligations to Subscriber,including the with anyright or interestto use the TELECHECK and theTELECHECK Ingo service
payment of all warranties due and all transactions previously authorized,during marks,and for those Subscribers who are receiving ECAWarranty Service or ECA
any period In which Subscriber's account is delinquent.Subscriberagrees to pay Verification Service,the TELECHECK ELECTRONIC CHECK ACCEPTANCE and ECA
to TeleCheck a fee of$25.00 or the highest amount permitted by law,whichever Service marks(collectively,theTeleCheck Marks')as follows.Subscriber may use
Is lower,for any Returned Payment.Subscriber shall also be responsible for paying and display decals,Identification data and other materials provided by TeleCheck
for all of the point of sale supplies related to the TeleCheck services(i.e.,paper during the term of this Agreement at Subscriber's location solely in connection
and ink for terminals,mbber stamps,if applicable). with the offering of TeleCheck services as authorized under this Agreement.
1.6. Security Interest.To secure Subscriber's obligations to TeleCheck and its Subscriber shall not permit any persons other than its own officers or employees
affiliates under this Agreement and any other agreement(including any check or at Subscriber's locations to use the TeleCheck Subscriber number assigned by
credit card processing services).Subscriber grants toTeleChecka lien and security TeleCheck Subscriber agrees that upon termination of this Agreement it will,at
interest in and to any of Subscriber's funds pertaining to the transactions its own expense either return or destroy all TeleCheck materials(including the
contemplated bythls Agreement nowor hereaftermthe possession afTeleCheck prompt removal of anyTeleChedcdecals.electronic files,logos or other materials
or its affiliates,whether now of hereafter due or to become due to Subscriber orreferences toTeleCheckthat are displayed to the public including thowaffixed
from TeleCheck Any such funds may be commingled with other funds of to equipment,doors or windows).The monthly fees payable by Subscriber will
TeleCheck or,in the case of any funds held in a reserve account,with any other apply for ail.months or fractions of a month that any materials or Telecheck-
funds of other subscribers ofTeleCheckAn addition to any rights now orhereafter owned equipment remain in use.Subscriber shall not create any pimt,elecironic
granted under applicable law and not by way of limitation of any such rights, or Internet-based materials including but not limited to any advertising or
TeleCheckis hereby authorized by Subscriber at anytime and from time to time, promotional materials using any TeleCheck Marks without the prior written
without notice or demand to Subscriber or to any other person(any such notice consent of TeleCheck Subscriber acknowledges TeleCheck International,Int.'s
and demand being hereby expressly waived),to set off,recoup and to appropriate ownership of the TeleCheck Marks and will not contest the validity of the marks
and to apply any and all such funds against and on account of Subscriber's or the ownership thereof.Subscriber further agrees to refrain from performing
obligations to TeleCheck and its affiliates under this Agreement and any other any acts that might discredit,disparage,dilute,infringe or negatively affect the
agreement.Including.without limitation,fees for any other services(including value of the TeleCheck Marks or constitute unfair competition to TeleCheck or
any check or credit card processing services),whether such obligations are TeleCheck International,Inc.Subscriber agrees promptly to bring to TeleCheck's
liquidated,unliquidated,fixed.contingent,matured or unmatured.Subscriber attention any unauthorized use of the TeleCheck Marks by third parties of which
agrees to dulyexecute and deliver toTeleChecksuch instruments and documents Subscriber becomes aware.Subscriber shall use the TeleCheck Marks pursuant to
as TeleCheck may reasonably request to perfect and confirm the lien,security -any guidelines provided byTeleCheckas may be amended from time to time.The
interest, right of set off, recoupment and subordination set forth in this following shall appear at least once on every piece of advertising or promotional
Agreement. material created by Subscriber which uses the TeleCheck Marks and has received
1.7. Point of Sale Notices;Return Item Fees.Subscriber agrees to follow prior written approval from TeleCheck:-The('Applicable WWI trademark is
procedures and post and provide at TeleCheck's direction any notices(including owned by TeleCheck International,Inc.and is licensed for use by('Subscriber
any updates to such notices)which in TeleCheck's opinion may be required for Namej*.
TeleCheck to process the Item and/or the Return Item Fee,as an electronic funds 1.11. Use of Information. Subscriber agrees that:(a)any data and other
transfer,draft or otherwise.Subscriber also agrees to assess a Return Item Fee on information relating to an Item or Consumer obtained by TeleCheck in connection
all Return ltems.and that TeleCheck shall be entitled recollect and retain the with any service provided hereunder(including any electronic or other image of
Return Item Fee from Consumer. all or any portion of any check or drivers license or other identification)shall be
I.S. TeleCheck Approval Code.Subscriber acknowledges that TeleCheck will owned by TeleCheck,with all right,title,and interest thereto;(b)TeleCheck may
use its internal and proprietary risk management systems to evaluate the risk use any credit information provided to aTeleCheck affiliate for TeleCheck's credit
associated wRh any particular Remand to assist in its decision whether or not to review;and(c)TeleCheck may provide or receive any experiential information
issue a TeleCheck Approval Code.The decisiontoissue aTeleCheck ApprovalCode regarding Subscriber or5ubscriber's customersto or from anyTeleCheck affiliate.
shall be within the discretion of TeleCheck 1.17. TeleCheck Operational Procedures.Subscriber shall strictly follow all
1.9. Credit Law Compliance.Subscriber certifies that.(a)Subscriber has a TeleCheck Operaticnal Procedures provided to Subscriber,as may be amended
legitimate business need.in connection with a business transaction initiated by from time to time by TeleCheck,in its discretion.
Consumer,for the information provided by TeleCheck under this Agreement 1.13. Equipment.
regarding such Consumer;and(b)the information provided by TeleCheck shall 1.13.1. General. Subscriber may purchase point-af-sale equipment or
only be used for permissible purposes as defined in the Fair Credit Reporting Act. Subscriber may rent equipment from TeleCheck as indicated on the Merchant
and applicable state and federal laws,with the exception that the information Processing Application.Title to all rental or loaned equipment,if any,is retained
shall not be used for employmentpurposes,and shall not be used by Subscriber by TeleCheck.Monthly rental fees will apply to all months or fractions ofa month
for any purpose otherthan a single business transaction between Consumer and any equipment remains in use by or in the actual or constructive possession of
Subscriber occurring an the date of the inquiry call to TeleCheck.Neither Subscriber.Upon termination of this Agreement,Subscriber,at Subscriber's
Subscriber,nor Subscribers agents or employees,shall disclose the results of any expense,shall return all rented or loaned equipment toTeleCheck In good repair,
WFS 1707 REwea(7/141 61
ordinary wear and tear excepted.TeleCheck will replace or repair terminal writtennotice.Arry notice under this section to increase feesormodify odigatians
equipment rented or purchased from TeleCheck provided,however that a swap will be effective 30 days from the date notice is mailed to Subscriber,and in such
fee ofS129.00 shall be charged per POS terminal replaced Subscriber bears the event Subscriber may terminate this Agreement upon written notice received by
entire risk of loss,theft or damage of or to equipment,whether or not owned by TeleCheck within such 30 day period.
Subscriber.11 TeleCheck provides replacement equipment to Subscriber via mail 1,17, Data Security.Subscriber shah implement commercially reasonable and
or other delivery service,Subscriber most term replaced equipment toTeleCheck prudent policies and procedures,including administrative.,physical and technical
within thirty(30)business days or Subscriber will be deemed to have purchased safeguards which are designed to meet the following objectives.(a)ensure the
the equipment and will be billed for it.Subscriber will not permit anyone other security and confidentiality of Customer Information,(b)protect against any
than authorized representatives of TeleCheck to adjust.maintain,program or reasonably anticipated threats or hazards to the security or integrity of such
repair equipment.A reprogramming fee of$25.00 tale will be charged for each Customer Information,and(c)protect against unauthorized access to or use of
occasion that a piece of equipment is reprogrammed for additional features or Customer Information that could result in substantial harm or inconvenience to
different information.Subscriber will install all product updates to the equipment, Subscriber's custom ee'Customer information'means all Subscriber customer
Its software or firmware,within thirty(3D)days of receiving the updates from Information received by Subscriber in connection with any transaction
TeleCheck.There is a 30-day manufacturer's warranty on purchased equipment. contemplated by this Agrmnuenl.SubsaOser agrees to complywilh all provisions
A fee for the shipping and handling of equipment and pans will be charged to the of applicable federal and state laws and regulations and NACHA Rules,as
Subscriber. amended from time to time,related to the protection of Customer Information.
1.13.3. Equipment Software, Firmware License. TeleCheck grants to 1.18. Updating Information.With regard to any Return Items submitted to
Subscriber, and Subscriber accepts, a nonexclusive, non-assignable and TeleCheck Subscriber shall promptly notify TeleCheck if:(a)a Consumer makes
nontransferable limited license to use the software and firmware provided with arty payment to Subscriber,(b)there is a return of goods or services,in whole or
the equipment;provided,Subscriber will not:(i)export the equipment,software in part;or(d there is a dispute of any amount,notice of bankruptcy or any other
or firmware outside the US; (B) copy or use the software, firmware or matter.
documentation provided by TeleCheck with the equipment;(01)sublicense or 1,19, Confidentiality. Subscriber shall maintain the confidentiality of this
otherwise transfer any portion of such saftwamfrrmware,documentaion or the Agreement and any information provided to Subscriber by either TeleCheck
equipment;0v)alter,change,reverse engineer,decompile,disassemble,modify including,without limitation,TeleCheck Operational Procedures,pricing or other
or otherwise create derivative works of such software,firmware,documentation proprietary business information,whether or not such information is marked
or the equipme nt;or(v)remove or after airy Intellectual property or proprietary confidential.Such information shall not be used except as required in connection
notices,markings,legends,symbols,or labels appearing on,in a displayed by with the performance of this Agreement or disclosed to third parties.
such software,firmware,documentationor the equipment. 1.20. No Resale,AsslgnmentofAgreament.ThisAgreementissolelybelween
1.14. Limitatlonoft.labllity.In no event shall eitherTeleCheck or Subscriber be TeleCheck and SubscnPoec Subscriber shall not provide or resell directly 01
liable to the other pony,or to any other pawn or entilgunder this Agreement indirectly,the services provided by TeleCheck to any other third party.This
or otherwise, for any punitive, exemplary, special, incidental, indirect or' Agreement may be assigned by Subscriber only with the prior written consent
consequential damages,including,without limitation,any loss or injury to ofTeleCheck.TeleCheck may freely assign this Agreement,its rights,benefits or
earnings, profits or goodwill, regardless of whether such damages were duties hereunder.Subject to the foregoing,this Agreement shall inure to the
foreseeable or whether such parry has been advised or the possibility of such benefit of and be binding upon the successors and assigns of TeleCheck and
damages.Notwithstanding anything to the contrary contained in this Agreement, Subscriber's heir;executors,administralom successors and assigns,
in no event shall TeleChecVs liability under this Agreement for all Claims arising 121, Indemnification. In the event Subscriber(a)fails to strictly campy,in
undecor related to,thisAgmement exceed,in the aggregate(inclusive of antyend whole or In pan,with any.if)terms and conditions of this Agreement and any
all Claims made by Subscriber against TeleCheck whether related or un related), addenda hereto or TeleCheck Operational Procedures;or(ii)applicable law,rules,
the lesser of:(a)the total amount of fees paid to TeleCheck by Subscriber pursuant regulations and NACHA Rules,cr(b)makes any false or inaccurate representation,
to this Agreement during the 12 month period immediately preceding the date Subscriber shall indemnifydefend and hold harmless the TeleCheck Parties from
the event giving rhe to such Claims occurred;or(b)$75,000.00. and against any and all Claims arising therefrom,including payment of all costs
1.IS. Disclaimer.EXCEPT AS EXPRESSLY SET FORTH HEREIN,TELECHECK MAKES and reasonable attorneya'fees for actions taken by TeleCheckwhether by suit or
NO REPRESENTATION OR WARRANTY,EXPRESS OR IMPLIED,AND NO IMPLIED AT otherwise,to defend the TeleCheck Patties from any Claim related thereto or to
LAWWARRANTY SHALL ARISE FROM THIS AGREEMENT OR FROM PERFORMANCE preserve or enforce TeleCheck's lights under this Agreement.In the event of any
BY TELECHECK.INCLUDING,WITHOUT LIMITATION,WARRANTIES OF ME RCI IANI- legal action with third parties at regulatory agencies concerning any transaction
ABILITY OR FITNESS FOR A PARTICULAR USE,ALL OF WHICH ARE EXPRESSLY or event arising under this Agreement,Subscriber shall:(a)promptly notify
WAIVED BY SUBSCRIBER.NI decisions to reject any hem,driver's license or other Teh{heck ofsheClaims or legal act ion;(b)reasonably cooperate with TeleCheck
farm of identification or payment for 5ubstiber's products or services ate solely in the making of any Claims or defenses;and(q provide information.assist in the
Subscriber's responsibility. resolution of the Claims and make available at least one employee of agent who
1.16. Changes In Law or NACHA Rules.Notwithstanding anything to the can tmady regarding such Claims or delenses.Upon written notice from TeleCheck
conua,yin this Agreement.it the continued performance ofall or arlyportionol to Subscriber,Subscriber shall immediately undertake the defense of such Claim
the obligations of TeleCheck becomes impossible at illegal due to changes in by Representatives of its cam choosing,subject to TeleCheck's reasonable
applicable federal,state or local laws or regulations,or by NACHA Rules,as approval;provided,however.that TeleCheck shall have the right to control and
determined by TeleCheck in its reasonable discietion,TeleCheck may.upon 30 undertake such defense by representatives of its own choosing, but at
days written notice to Subxriberymodiyor discontinue TeleCheck's pedoraiarlce Subscriber's cost and expens0.Bthe Claim arises out of patent,trademarkor other
of its obligations to the extent necessary to avoid a violation of law or NACHA Intellectual property rights or laws.
Rules or,if TeleCheck chooses in its sole discretion to incur additional expenses to 1.12. Notices. Any notice or other communication required or permitted lobe
comply,increase its fees to cover the additional cost of comp0ance.Additionally, given hereunder shall be in willing it to Subxriber,at the Subscriber's address
If any fees or charges to TeleCheck increase lot processing transactions through appearing on the Merchant Piocess'ng Application or,ifto TeleCheckarTeleCheck
the ACH NetworifTeleCheck may increase its fees by providing Subscriber 30 days Merchant Services,Mail Stop A-12,7301 Pacific Street,Omaha,NE 68114,with
W FB 1707 REV0017114) 62
t �
copy to General Counsel's Office.397S N.W.120th Avenue,Coral Springs,FL 33065 right.All of TeleCheck's rights are cumulative,and no single or partial exercise of
and shall brdegmecip have been properly given(a)upon receipt if by facsimile any right hereunder shall preclude further exercise of such right at any other right.
transmission,as evidenced by the date of transmission indicated on the 1,27. Damages.Upon Subscriber's breach of this Agreement,including any
transmittal material,(b)upon receipt if deposited an a prepaid basis with a unauthorized termination,TeleCheck shall be entitled to recoverfrom Subscriber
nationally recognized overnight courier for next business day delivery or(c)on liquidated damages in anamount equalto ninety percent(9096)of theaggregam
the date of delivery Indicated on the return receipt.if mailed by certified or Monthly Minimum Fees and Monthly Statement/Processing Fees payable for the
registered mal Notices sent to Subscnber's last known address(including email unexpired portion of the then current term of this Agreement.TeleCheck and
address)as indicated in our records,shall constitute effective notice to the Subscriber hereby acknowledge and agree thatafter giving due consideration
Subscriber under this Agreement.TeleCheck shall also be permitted to provide to the costs TeleCheck may incur by reason of Subscribers breach of this
notice by regular mail and such notice shall be deemed effective 10 days after Agreement,to the possibility that TeleCheck will not be able to mitigate its
mailing.unless otherwise provided in this Agreement.The partiesaddresses may dawfies,and tothe expemesavings thatTeleCheckmay obtain by not havingto
be changed by written notice to the other party as provided herein. provide services or maintenance,the liquidated damages specified herein
1.23. Force Majeure.TeleCheck shall not be held responsible for any delays in constitute a realistic pre-estimate of she loss to TeleCheck in the event of such
or failure or suspension of service caused by mechanical or power failure, breach.
computer malfunctions(including,without limitation,software,hardware and 1.28. Financial and Other Information
firmware malfunctionshiransmission link failures,communication failures,failum, 1.28.1. Uponrequest Subscriber will provide us and our affiliates,quarterly
delay or error in clearing or processing a transaction through the ACH Network or financial statements within 45 days after the end of each fiscal quarter and annual
Federal Reserve system,failure.delay or error by any third party or any other third audited financial statements within 90 days after the end of each fiscal year.Such
party system,strikes,labor difficulties,fire,inability to operate or obtain service financial statements shall be prepared in accordance with generally accepted
for its equipment unusual delays in transportation,a a of God or other causes accounting principles.Subscriber will also provide such other financial statements
reasonably beyond the control of TeleCheck. and other information concerning its business and your compliance with the
1.24. Compliance with Laws.Governing Lawintegration and Waiver ofJury Trial. terms and provisions of this Agreement as we may reasonably request.Subscriber
The parties agree to comply with all federal and suite laws,regulations and rules, authorizes TeleCheck and its affiliates to obtain from third parties financial and
including NACHA Rules,each as amended,relating to the services provided credit information relating to Subscriber in connection with our determination
hereunder.Subscriber further acknowledges and agrees that it will not use whether to accept this Agreement and TeleCheck's continuing evaluation of
Subscribers Account and/or TeleCheck Services for illegal transactions,for Subscriber's financial and credit status.Upon request Subscriber shall provide,
example,those prohibited by the Unlawful Internet Gambling Enforcement Act and/or cause to be provided,toTeleCheck and TeleCheck's atfliates,orTeleCheck
31 U.S.C.Section 5361 et seq.,as may be amended from time to time.Subscriber representatives or regulators reasonable access to Subscriber or Subscriber's
certifies that it has not been suspended by NACHA or any Card Organization,of service provider's facilities and records for the purpose of performing any
cancelled by an ODFI or Third Party Sender(as defined in the NACHA Rules).This inspection and/or copying of books and/or records deemed appropriate.In such
Agreement,plu s any addenda attached hereto,constitutes the entire Agreement event.Subscriber shall pay the costs intuited byTeleCheck or its affiliates for such
between the parties concerning subject matter hereof and supersedes all prior inspection,including,but not limited to,costs incurred of airfare and hotel
and contemporaneous understandings,representations and agreements in accommodations.
relation to its subject matter.THIS AGREEMENT SHALL BE GOVERNED BY AND 1,28.2, Subscriber will provide TeleCheck with written notice of anyjudgment
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFTE%AS,WUHOUT visit warrant orattachment,execution or levy against any substantial part(25%
REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. or more in value)of Subscriber's total assets not later than three(3)days after
ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A Subscriber becomes aware of the same.
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING 1.29. Survivability. All representations,warranties,indemnities,limitations of
TO OR ARISING UNDER THIS AGREEMENT. liability and covenants made herein shall survive the termination of this
1.25. Severability and Interpretation,Third Party Beneficiaries. If any Agreement and shall remain enforceable after such termination.
provision,in whole or in part,of this Agreement is held invalid or unenforceable 1.30. IRS Reporting. Pursuant to Section 605OW of the Internal Revenue Code.
for any reason,the invalidity shall not affect the validity of the remaining merchant acquiring entities and third party settlement organizations are required
provisions of this Agreement,and the parties shall substitute for the invalid to file an information return for each calendar year beginning January 1,2011
provision a valid provision which most closely approximates the intent and reporting all payment card tranmaionsand third parry nework transactionswith
economic effect of the invalid provision.Neither this Agreement nor anyaddenda payees occurring in that calendar year.Accordingly,for applicable transactions,
or TeleCheck Operational Procedures,shall be interpreted in favor or against any you will receive a Form 1099 reporting your gross transaction amounts for each
party because such party or its counsel drafted such document.No course of calendar year beginning with transactions processed in calendar year 2011.to
dealingusage.custom of trade or communication beiv:een the parties shall addition,amounts reportable under Section 60501'/ ate subject to backup
modify or aper any of the rights or obligations of the parties under this withholding requirements.Payors are required to perform backup with holding
Agreement.This Agreement is solelyforthe benefit ofTeleCheck(and its affiliates) bydeducting and withholding income tax from reportable transactions if(a)the
and Subscriber and no other person or enti;yshail have anyright.interest or claim ooyee fails to provide the payees taxpayer identification number(TR:I to the
under this Agreement. payor,or(b)if the IRS notifies the payor that the TIN(•.vhen matched with the
1.26. Amendment and Waiver.No modification,amendment or waiver of any name) provided by the payee is incorrect. Accordingly, to avoid backup
of the terms and conditions of this Agreement shall be binding upon TeleCheck withholding,it is very important that you provide us with the correct name and
unless made in writing and approved and signed by TeleCheck.No waiver of any TIN that you use when filing your tax return that includes the transactions for your
rights hereunder shall be deemed effective unless in writing executed by the business.
waiving party.No waiver by any party of a breach or any provision of this
Agreement shall constitute a waiver of any prior of subsequent breach of the
same of any other provision of this Agmerr i.The par•.ies agree that no failure
or delay in exercising any right hereunder shall operate as a waiver of any such
WFB 1707 REv0017n:1 63
i