Envelope PDF

Merchant #: __ __ __ __ __ __ __ __ __ __ __ __ Loc. 1 of 1

(I) TELL ABOUT YOUR BUSINESSClient(Your Business LEGAL Name) Prince Charles 305 Miami

Store #:

Same as Legal Name or ProvideDBA/Outlet Name: PRINCE CHARLES 305 MIAMI

First/LastContact Name: Leonard Brown

(No P.O.Box)Address: 15401 NE 6th Ave B419

Suite #:

City: North Miami Beach

State: FLORIDA

ZipCode: 33162 Your Business Phone: 7869556966 Same as Business Phone or

Merchant's Customer Service Phone ( 786 ) 955 - 6966

Your Fax Phone: Select one forRetrieval Requests: (02) Dedicated 24 Hour Fax (03) No Fax;Mail (05) eIDs

Your email address (Required) [email protected] I Agree to receive SMS Texting Cell Phone # ____________________

Website address: No. of Employees: 1

State Incorp. FLORIDA Mo/Yr Started: 04/2011 Sole Ownership Partnership Non Profit/Tax Exempt Public Corp. Private Corp. L.L.C. Gov't.Check one: TIN Type: EIN(Fed Tax ID #) SSNNOTE: Failure to provide accurate information may result in a withholding of merchant funding per IRS regulations. (See Part IV, Section A.4 of your Program Guide for further information.)Name (as it appears on your income tax return)Prince Charles 305 Miami

Federal Tax ID#: (as it appears on your income tax return)XXXXXX625

I certify that I am a foreign entity/nonresidentalien.(If checked, please attach IRS Form W-8.)

Product/Services You Sell: electronics Time frame from transaction to delivery: % of orders delivered in: 0-7 days 100% + 8-14 days 0% + 15-30 days 0% + over 30 days 0% = 100%Do you use any third party to store, process or transmit cardholder data? Yes No(Examples include, but not limited to web hosting companies, Electronic Data Capture, Loyalty programs)

If yes, give name/address: US Please identify any Software used for storing, transmitting, or processing Card Transactions or Authorization Requests: Who performs product /service fulfillment? Direct X? Vendor ? If Vendor, add name, address, phone. Other: (specify)

(2) PROVIDE YOUR OWNER INFORMATIONOwner/Partner/Officer Name: Leonard Brown

D.O.B:XX/XX/XXXX

SocialSecurity #: XXXXXX071

HomePhone: 7869556966

% ofOwnership: 100

HomeAddress: 15401 6th Ave Apt B419

City:North Miami Beach State:FLORIDA Zip: 33162

Country: US

Owner/Partner/Officer Name:

D.O.B.:

SocialSecurity #:

HomePhone:

% ofOwnership: 0

HomeAddress:

City: State:

Zip:

Country:

(3) MC / VISA / DISCOVER® NETWORK / AMERICAN EXPRESS® ONEPOINT / TELECHECKTotal for All Outlets

Total Annual Vol – MC/V/Di $ 220,000 Total Annual Vol – Amex $ 20,000 Total Annual Vol – Telecheck $ 0 Average Sale Amt – MC/V/Di $ 150 Average Sale Amt – Amex $ 150 Highest Ticket Amount $ 5,000

This Outlet (Multiple Outlets Only)Total Annual Vol – MC/V/Di $Total Annual Vol – Amex $Total Annual Vol – TeleCheck $

Card Present 0.0 % Internet 0.0 % Mail Order /Direct Marketing

50.0 %

Phone Order 50.0 % Total 100 %

Mag Swipe 0.0 % Keyed 100 % Total 100 %

(4) BANKING AND FUNDING INFORMATIONABA #: XXXXXX277 DDA #: XXXXXXXXX255

ATTACH A COPY OF FUNDING CHECK OR BANK LETTERHEAD/LOGO SIGNED BY A BANK OFFICER WITH TYPED ABA/DDA. MUST INCLUDE BANK NAME & ADDRESS.Discount Funding: Daily (excluding Flat Rate) or Monthly Bank Will Fund: Outlet Head Office

(5) CARD STATEMENTS / NOTIFICATIONS DELIVERY METHODStatement Recap Information: (check one) Outlet/DBA Outlet/Bill To Recap Only/Bill To Recap & Outlet/Bill ToStatement Delivery Method: (check one) Electronic (Default) Print and Mail Statement Type: (check one) Detail Summary

Head Office/Bill To Name orSame as: Legal DBA Prince Charles 305 Miami

First/LastContact Name:Leonard Brown

Address: 15401 NE 6th Ave B419 City: North Miami Beach State: FLORIDA Zip: 33162 Phone #: 7869556966

Ship Equipment & Welcome Packet to (check one) Outlet Head Office Other, give mailing information below No Welcome Packet & Supplies No Welcome Packet

Name: Prince Charles 305 Miami First/Last Contact Name: Leonard Brown

Address: 15401 NE 6th Ave B419 City: North Miami Beach State: FLORIDA Zip: 33162

ON YOUR BUSINESS ACCOUNT (check one)CHECKING STATEMENT ROLLUP: 0 = Each Transfer 1 = Debit/Credit Grouped (By Category) Net Transfer Amount Only Net Transfer EOM Fee Combined

(6) DESCRIBE EQUIPMENT DETAILSNetwork: (206) CARDnet® (4000) Nashville (4006) Buypass Other: Compass Specify Security Code: ( )

Rental • PurchaseCustomer-Owned

*Lease

QTY

IP

Equipment Type

(i.e. Terminal/VAR/Internet)

Retail • Restaurant • MOTO/InternetLodging • Supermarket • Car Rental

Quick Service Restaurant • Petr

Model Code and Name

Unit Pricew/o Taxand S&H

For Customer-OwnedEquipment

Track / Version / Serial #

Purchase 1 Terminal MOTO GGE4REALTIME PAYMENTMANAGER (RTL/MOTO)

$ 99.00

Shipping and Handling: Standard $ 19.95 Overnight $ 35.95 Mobile Device: # x $ = $ 0 *Please see Equipment Lease Agreement for the Terms and Conditions governing your Leased equipment.

MERCHANT PROCESSING APPLICATION AND AGREEMENT ( of 3)

EMPSWells(SNAP)1505 COMPLETE SECTIONS (1-11) EMPSWells(SNAP)1602

Client Initials\i1\_________

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DocuSign Envelope ID: 2EAFBE4F-F601-4231-89E5-A45120D41FA3

https://www.docusign.net/Member/DocuSignTrust.aspx?veid=SpRXDQsJzpsMkigxxrHgOZVFyCr1LHdSb5rsVWIzR5B%2bQErZW5wmsCJAxlinSSSs&vdid=F%2b70yS79892XpRwNcGocDawopy4qy1SE5Rh3j4zJYawyjTx5JiqvPuY5i5r8ii4o&vinit=pf%2bkNUxJvdh36jk6q6Nq1B78iKbruv3W8vopZmXcXM2ZANLSXlJgPXbqqIieVKD0

EMPSWells(SNAP)1505 (6) DESCRIBE EQUIPMENT DETAILS (cont'd) EMPSWells(SNAP)1602

Installation /Training:

MAG/MIG to Train Sales Rep. to Train (Receive training via phone, 1-800-558-7101 Opt. #1, M-F 8:00 am-10.00pm EST & Sat.10.00 am-2.00 pm EST)

No Merchant Training Installer/In-House (Check training via phone, 1-800-366-1054,M-F 8.00am-10.00 pm EST & Sat. 10.00am-2.00 pm EST)First/Last Contact Name: Contact Phone #: 7869556966 Best Time To Call From to Description Qty. Seq. Code Per Item Cost TOTAL Description Qty Seq. Code Per Item Cost TOTALGift Cards To Go G49 $ $ 0 Transaction Fee G66-G71 $ FRONT OF CARD LANGUAGE: • Maximum 30 characters per line. • 1- 4 lines (except for Stripe card design) • Use lower and/or upper case letters & spacing where desired. • Text will be printed on the cards exactly as provided here unless noted in the Comments section.

TEXT IN ALL CAPS Text in Upper and Lower Case

L1

L2

L3

L4

Gift Card To Go & Std. Card Design Code: Gift Card To Go & Std. Card Font Color: Front of Card Font:

GIFT CARD TO GO Thank you very much for your business.BACK OF CARD LANGUAGE: We look forward to seeing you again.

GIFT CARD TO GONote: Gift Card to Go carrier design defaults to J Hook and cannot be changed.

(7) FLAT RATE / IC PLUS / TIER PRICING SCHEDULE

Start-Up Fees (One-Time Charge)

Non-Taxable Fees:Application Fee (Non-Refundable) (32I) $ 0.00 Reprogramming Fee (31A) $ Debit Set-Up Fee (31B) $ Miscellaneous Fee (31J) $ *Equipment Purchase (ACH) $ 99.00 Other: _________________ ( ) $ Total Amount $ 99.00 w/o tax

* You will be charged the applicable State/City/Local Sales Tax

Billed Monthly Fees(If Applicable)

Business Advantage Pkg (40F) $ 4.95 Minimum Processing Fee (954) $ 5.00 ClientLine® /Merchant Insider/EIDS (32R) $ 0.00 Statement Delivery

Electronic (Default) $ _____ Paper Fee (Per Outlet) (240) $

Compliance Service Fees Annual Fee (42F) $ 99.95

or Quarterly Fee (33R) $

Non Receipt of PCIValidation Fee (42G) $ 19.95 (Billed Monthly if PCI Validationisnot received within 90 days.)

Internet

Start-Up Fees Internet Set-Up Fee (30R) FEE PER TID $ x # OF TIDs = TOTAL $ 0 Billed Monthly Fees GGe4 (40A) FEE PER TID $ 10.00 x # OF TIDs 1 = TOTAL $ 10.00 Internet Service Fee (394) FEE PER TID $ x # OF TIDs = TOTAL $ 0 Trans/Other Fees Internet/FDGG, MC, V, Amex, Disc,Check, GGe4 (03R, 04R, 06I, 07I, 435, L19, OFC)

$ 0.05

Other FeesChargeback Fee (205, 725, 20L) $ 25.00 MC Cross Border Fee USD (605) 0.65 % Visa Int'l Service Fee (22A) 0.65 % MC /V/Discover Network/AmericanExpress® Voice Auth (10B,10E,10K,10Q)

$ 0.75

EBT (18E, 18I, 02X, 18H) $ AVS (405, 406, 407, 408,

07A, 07B, 07C, 079)

$ 0.10 TransArmor Token &Encryption/Token Only (12E, 12G)

$

ACH Reject Fee (401) $ 25.00 Batch Settlement Fee (227) $ 0.39 MC/V/Discover Access Fee (505, 504, 526) $ 0.0315 MC License Volume Fee (818) 0.019 %Other: ____________________________ $

Note: See Part IV "Additional Important InformationPage for Card Processing"in Section A.3 for early

termination fees.

Optional Services (If Applicable)

Wireless Access Fee (60J)FEE PER TID # OF TIDs TOTAL$ x $ 0 (Per Active Terminal ID on Apriva)

Platinum Service Program (Free for First 60 Days) (40C) $ Other: _______________________________________________ $

(8) VISA/MC/DISCOVER/AMEX ONE POINT & ELECTRONIC CHECK ACCEPTANCE PROCESSING CHARGES (Based on Transaction Volume)NOTE that upon approval, you will be able to accept all MasterCard, Visa and Discover Network Credit and Non-PIN Debit Cards. If you do not want to accept all Cards, pleasevisit our website for otheroptions that may be available to you.

(Please check ONLY one) 2-Tier 3-Tier Flat / Discount Rate IC PlusA

Credit Non-PIN Debit* Credit Non-PIN Debit* Credit Non-PIN Debit* Credit Non-PIN Debit*

MC/Visa/ Disc Qualified Rate % % % % 1.98 % 1.98 % % %

MC/Visa/ Disc Mid-Qualified Rate % %

MC/Visa/ Disc Non-Qualified Rate % % %

MC/Visa/ Disc Per Item Fee

$ ** $ ** $ ** $ ** $0.260 ** $0.260 ** $ ** $ ****per transaction **per transaction **per auth/return **per auth/return

Non-Qualified Surcharge Fee

2.99 % (plus Non-Qual Interchange Fee,seeSection 18.1 of the Program

Guide).Applies to non-qualified MC,V, DiscCredit and/or non-PIN Debit

trans.

Amex OnePoint RateB % % 3.5 % %

Amex Per Item Fee $ $ $0.00 $

TeleCheck Electronic CheckAcceptance Warranty

% per Check$ per Check




*Does not apply to Bundled Debit Pricing.A You will be charged the Discount Rate above plus Card Organization Dues/Assessments and the current Interchange Rate at the time you process your transaction. Interchange Rates are variable and aredetermined by how your transactions clear interchange. Please see your Interchange Schedule for Interchange Rates and Dues/Assessments, and the Interchange Qualification Matrix for Interchange qualificationcriteria as of the date of this Application. The Interchange Rates and Dues/Assessments are subject to change.B Retail and Restaurant merchants will be charged an additional 0.30% for non-swiped American Express transactions. An inbound fee of 0.40% will be applied to any charge made using a card issued by an issuer located outside of the United States.Please note that you may be charged, if applicable, additional Card Organization pass through fees and costs for your transactions as described in the Interchange Qualification Matrix Debit Fees(Please Check Only One)

PIN Debit Trans Fee

Bundled DebitDiscount Rate

Bundled DebitSales/Returns Trans Fee

Bundled Debit % $ (Bundled Debit applies to V/MC/Disc Non-PIN and PIN Debit transactions)

Unbundled Debit $ * (Unbundled Debit applies to PIN Debit only)

*Plus the applicable PIN Debit Network fees.



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(9) AGREEMENT APPROVALThe statements made in this Merchant Processing Application and Agreement are true. Client acknowledges having received and read a copy of the Interchange Qualification Matrix ("IQM"),the Interchange Schedule(for card processing services), Program Guide (which includes terms and conditions for each of the services, Operating Procedures, Third Party Agreements anda Confirmation Page), and Merchant Processing Application(consisting of Sections 1-11), as modified from time to time in accordance with the provisions of this Agreement, and agreesto be bound by all provisions as printed therein. Client hereby consents to receiving commercialelectronic mail messages from us or our Affiliates from time to time. Client further agreesthat Client will not accept more than 20% of its card transactions via mail, telephone or Internet order. However, if your Applicationis approved based upon contrary information stated inthe Tell Us About Your Business section above, you are authorized to accept transactions in accordance with the percentages indicated in that Section. This signaturepage also serves asthe signature page to the TeleCheck/TRS Services Agreement and the American Express® Card Acceptance Agree ment appearing in the Third Party Section of the Program Guide.

By signing below, I represent that I have read and am authorized to sign and submit this application for the above entity which agrees to be bound by the American Express® Card AcceptanceAgreement ("Agreement"),and that all information provided herein is true, complete, and accurate. I authorize First Data Merchant Services Corporation and American Express TravelRelated Services Company, Inc. ("AXP") and AXP's agents andAffiliates to verify the information in this application and receive and exchange information about me personally, includingby requesting reports from consumer reporting agencies, from time to time, and disclose suchinformation to their agent, subcontractors, Affiliates and other parties for any purposepermitted by law. I authorize and direct First Data Merchant Services Corporation and AXP and AXP agents and Affiliates to informme directly, or inform the entity above, about the contentsof reports on me that they have requested from consumer reporting agencies. Such information will include the name and address of the agency furnishing thereport. I also authorize AXPto use the reports from consumer reporting agencies for marketing and administrative purposes. I am able to read and understand the English language. I understand that upon AXP'sapprovalof the application, the entity will be provided with the Agreement and materials welcoming it, either to AXP's program for First Data Merchant Services Corporation to performservices for AXP, or to AXP's standard Cardacceptance program, which has different servicing terms (e.g., different speeds of pay). I understand that if the entity does not qualify for theFirst Data Merchant Services Corporation servicing program, that the entitymay be enrolled in AXP's standard Card acceptance program, and the entity may terminate the Agreement. Byaccepting the American Express Card for the purchase of goods and/or services, or otherwise indicating itsintention to be bound, the entity agrees to be bound by the Agreement.

By signing below, each of the undersigned authorizes us, our Affiliates and our third party subcontractors and/or agents to verify the information contained in this Application and to requestand obtain from any consumerreporting agency and other sources, including bank references, personal and business consumer reports and other information and to disclose such infor -mation amongst each other for any purpose permitted by law.If the Application is approved, each of the undersigned also authorizes us, our Affiliates and our third party subcontractorsand/or agents to obtain subsequent consumer reports and other information from other sources,including bank references, in connection with the review, maintenance, updating, renewalor extension of the Agreement or for any other purpose permitted by law and disclose such information amongst each other. Eachof the undersigned furthermore agrees that all references,including banks and consumer reporting agencies, may release any and all personal and business credit financial information to us, our Affiliates and our thirdparty subcontractors and/oragents. Each of the undersigned authorizes us, our Affiliates and our third party subcontractors and/or agents to provide amongst each other the information contained in this MerchantProcessingApplication and Agreement and any information received subsequent thereto from all references, including banks and consumer reporting agencies for any purpose permittedby law. It is our policy to obtain certaininformation in order to verify your identity while processing your account application.

As part of our approval, processing services, continuing fraud prevention and account review processes, the undersigned consents to the use of information gathered online or that yousubmit to us, and/or automatedelectronic computer security screening, by us or our third party vendors.

You further acknowledge and agree that you will not use your merchant account and/or the Services for illegal transactions, for example, those prohibited by the Unlawful Internet GamblingEnforcement Act, 31 U.S.C.Section 5361 et seq, as may be amended from time to time, or processing and acceptance of transactions in certain jurisdictions pursuant to 31 CFR Part 500et seq. and other laws enforced by the Office of ForeignAssets Control (OFAC).

Client certifies, under penalties of perjury, that the federal taxpayer identification number and corresponding filing name provided herein are correct.

THIS MERCHANT PROCESSING APPLICATION AND AGREEMENT HAS BEEN EXECUTED ON BEHALF OF AND BY THE AUTHORIZED MANAGEMENT OF CLIENT AS OF THE EFFECTIVE DATE.Client's Business Principal:(Please sign below) (PROCESSOR):Express Merchant Processing Solutions, a division of First Data Merchant Services

Corporation, and Wells Fargo Bank X Signature\s1\__________________________________________

Print Name Leonard Brown Date:\d1\________

Title: Member LLC X Signature _______________________________________________

X Signature __________________________________________ Print Name ___________________________

Date: ____________

Title: ______________ X Signature: _________________________ (10) TELECHECK ACH AUTHORIZATION

ACH Debit and Credit Authorization: Client authorizes its Financial Institution to pay and charge to its account by electronic fund transfer the amount due TeleCheck and/or TRS underthis Agreement and to accept allcredits and debits made to its account by electronic fund transfer as a result of TeleCheck's and/or TRS' services. This authorization shall remain in effectuntil thirty days after revoked in writing.

(PROCESSOR):Express Merchant Processing Solutions, a division of First Data Merchant Services Corporation,and Wells Fargo Bank

X Signature __________________________________________ Print Name/Title: _________________________ Date: ____________ X Signature _______________________________________________

EMPSWells(SNAP)1505 (11) PERSONAL GUARANTY EMPSWells(SNAP)1602 In exchange for Express Merchant Processing Solutions, a division of First Data Merchant Services Co (the Guaranteed Parties) acceptance of, as applicable,the Agreement and/or the American Express Card AcceptanceAgreement and/or the TeleCheck/TRS Services Agreement, the under signed unconditionally and irrevocably guarantees thefull payment and performance of Client's obligations under the foregoing agreements, asapplicable, as they now exist or as modified from time to time, whether before or after terminationor expiration of such agreements and whether or not the undersigned has received notice of any amendment of suchagreements. The undersigned waives notice of default by Client andagrees to indemnify the Guaranteed Parties for any and all amounts due from Client under the foregoing agreements. The Guaranteed Parties shallnot be required to first proceed againstClient to enforce any remedy before proceeding against the under signed. This is a continuing personal guaranty and shall not be discharged or affected for any reason. Theundersignedunderstands that this is a Personal Guaranty of payment and not of collection and that the Guaranteed Parties are relying upon this Personal Guaranty in entering into the foregoingagreements, as applicable.

Signature (Please sign below):

Signature (Please sign below):

X _________________________________________________ , an individual X _________________________________________________ , an individual

INTERNAL USE ONLY (SITE VISITATION AND SET-UP) Visit Not Required (Lic. Professional) 3. Seasonal: No Yes 6. Check Reason for Changing Processor:

1. Zone: Mos. Open Between to Rate Service Terminated Business District Industrial Residential 4. Advertising Name Displayed: Other: 2. Location: Mall Shopping Area Isolated Window Door Store Front 7. Are customers required to leave a deposit? Office Apartment Home 5. Your Previous Processor: Yes No If Yes, % of deposit required: %

Comments to Credit Officer /Other Depository / Primary SavingsAccount Number and Additional Information (40 Characters): works from home sells through twitter and facebook and then send

Bank: 374980001886 Agent: 374970001888 MCC: 5999 Merchant Type: 8000 Corp: Chain: Bank Code: 374 Pricing Grid:Print Sales Rep. Name: Travis Thorne Sales ID # Sales Lead Tracking # 2007762638 Referral Partner Lead: Yes No If yes, Linkback # 374000001 Partner Name: EMPS FDMS SOURCED Office Admin.:



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5/16/2013


https://www.docusign.net/Member/DocuSignTrust.aspx?veid=SpRXDQsJzpsMkigxxrHgOZVFyCr1LHdSb5rsVWIzR5B%2bQErZW5wmsCJAxlinSSSs&vdid=F%2b70yS79892XpRwNcGocDawopy4qy1SE5Rh3j4zJYawyjTx5JiqvPuY5i5r8ii4o&vsig=kBQuBDoI8E1J2ilpQJ%2fHtg%2fWuWqvdtOY7Ky8YbwKg35yqwSkOnU%2fpI%2feTlXvRDUf

INTERCHANGE QUALIFICATION

MATRIX

Includes: Visa® and MasterCard®

Interchange Programs

Discover® Network Interchange Programs

INTERCHANGE QUALIFICATION

MATRIX

Includes: Visa® and MasterCard®

Interchange Programs

Discover® Network Interchange Programs


IQM MVD F12.2

VISA AND MASTERCARD PREFACE

A significant amount of the fees that we charge to you for processing your Credit Card and Non-PIN Debit Card transactions represents charges that We must pay to the Issuing banks (or that are otherwise charged to us by MasterCard and Visa) under MasterCard and Visa (the “Associations”) rules. This amount, called “Interchange” varies based upon a complex series of interchange levels that may apply to the transaction depending upon a number of factors – such as the type of card presented, specific information contained in the transaction, how and when the transaction is processed, your industry, and other factors. As a result, a portion of the rate that we charge you will depend on the type of transaction and the Interchange level at which the transaction is processed. In order to qualify for any specific Interchange level, you must satisfy certain qualification criteria established by the Associations. This Interchange Qualification Matrix identifies the primary qualification criteria for the various Interchange levels. In reviewing the Interchange Qualification Matrix, please note the following:

• The Interchange Qualification Matrix is only a summary of the primary qualification criteria established by MasterCard and Visa for each Interchange level – it is not all inclusive. In the event of any ambiguity or conflict, the Interchange requirements established by the Associations will determine the Interchange level at which your transactions qualify.

• Some Interchange levels require that you utilize certain additional services such as Address Verification. Some Interchange levels also require that you transmit detailed transaction data such as order numbers or hotel folio numbers. Other Interchange levels require that you transmit certain indicators reflecting the nature of your transactions (such as an “E-Commerce indicator” for internet transactions).

• Interchange levels may also be restricted to merchants in certain Merchant Category Codes (“MCC”). If you wish to qualify for any such Interchange level, please call the Customer Service number listed on your monthly statement for more information about the particular MCC and the corresponding Interchange qualification criteria.

• In some cases, transactions may be processed at a more costly Interchange level solely as a result of the type of card that is presented. For example, commercial cards, among others, will generally downgrade from some Interchange levels.

• The information in the Interchange Qualification Matrix should not be used to develop software or other interfaces for transmitting transactions as technical aspects of these requirements may be much more detailed than the summary presented. If you utilize terminals, software, services or equipment provided or configured by any third party, be aware that failure by these systems to correctly and accurately transmit information in the required formats may result in your transactions not qualifying for the most favorable Interchange levels.

• Merchants located in the Latin American/Caribbean (LAC), Asia Pacific (AP), Virgin Islands (VI), Puerto Rico (PR) or Guam region may request interchange program qualification information from Customer Service.

For more information on Visa’s and MasterCard’s interchange rates, please go to www.visa.com and www.mastercard.com.


IQM MVD F12.2

Visa Transactions Interchange Level Requirements for Interchange Level Limitations on Card Types and Industries

CPS/Retail

Magnetic card swipe must be passed in the authorization request Applicable Electronic Authorization Data must be included within

Settlement Record Settlement within 1 day of transaction Authorization and Settlement amounts must match for debit cards

(beauty salons, barber shops, spas, bars and taxis/limos excluded)

Card Types: U.S. Issued Consumer Credit, Debit, and Prepaid Excludes: Restaurants, Fast Food, Supermarkets, Automated Fuel Dispensers and Retail Service Stations Excludes: Travel Services for Debit/Prepaid card types

CPS/Retail Key Entry

Key Entered transaction, card present Applicable Electronic Authorization Data must be included within

Settlement Record Settlement within 1 day of transaction AVS response with Full Zip Match (Y,X,Z,W), Retry response (R),

Unavailable (U,S) or International AVS responses (B,C,D,G,I,M,P)

Card Types: U.S. Issued Consumer Credit, Debit, and Prepaid Excludes: Automated Fuel Dispensers, E-commerce, and Direct Marketing

CPS/Small Ticket


Settlement Record Settlement within 1 day of transaction Transaction amount less than or equal to $15.00

Card Types: U.S. Issued Consumer Credit, Debit, Regulated Debit, Prepaid, Rewards, and Signature Excludes: Wire Transfers Money Orders, Automated Fuel Dispensers, Volume Tier Participants, Direct Marketing, Financial Institutions-Merchandise and Services and Betting, including Lottery Tickets, Casino Gaming Chips, Off-Track Betting Tracks

CPS/Retail 2

Applicable Electronic Authorization Data must be included within Settlement Record

Settlement within 1 day of transaction Must qualify for one of the below Interchange Programs: Must qualify for one of the following Interchange Programs:

- CPS/Card Not Present - CPS/Ecommerce Basic - CPS/Ecommerce Preferred - CPS/Retail Key-Entry

Direct Marketing Insurance and Subscription merchant must meet criteria for CPS/Card Not Present or CPS/E-Commerce programs

Card Types: U.S. Issued Consumer Credit, Debit, Prepaid, Rewards and Signature Limited to: Government, Schools, Insurance, Cable, Satellite or other Pay Television/Radio Services; Direct Marketing Subscriptions, Fuel Dealers, and Child Care. Limited to debit cards only: Telecommunication Services, Charitable Organizations and Real Estate Agents/Rentals. Excludes: Card Present identified sales meeting CPS/Retail and CPS/Retail Key Entry program qualification for Debit/Prepaid card types

CPS/Charity Credit


Settlement within 1 day of transaction Must qualify for one of the following Interchange Programs:

- CPS/Card Not Present - CPS/Ecommerce Basic - CPS/Ecommerce Preferred - CPS/Retail Key-Entry

Card Types: U.S. Issued Consumer Credit, Rewards, Signature, and Signature Preferred Limited to: Charitable Organizations

CPS/Hotel and Car Rental Card Not Present


Settlement within 1 day of check-out/return date 15% Authorization to transaction amount tolerance Preferred Customer Indicator in Authorization and Settlement Hotel/Car Rental Indicator in Authorization and Settlement Folio # /Agreement # & Check-in/pick-up date

Card Types: U.S. Issued Consumer Credit, Debit, and Prepaid Limited to: Lodging, Cruise Lines and Car Rental merchants


IQM MVD F12.2


CPS/Hotel and Car Rental Card Present


Settlement Record Settlement within 1 day of check-out/return date 15% Authorization to transaction amount tolerance Hotel/Car Rental Indicator in Authorization and Settlement Folio # /Agreement # & Check-in/pick-up date


Utility

Must be registered with Visa and have a valid MVV Must qualify for one of the below Interchange Programs

CPS/Card Not Present CPS/Electronic Commerce Basic CPS/Electronic Commerce Preferred Retail CPS/Retail Key Entry CPS/Retail

Card Types: U.S. Issued Consumer Credit, Debit, Prepaid, Rewards and Signature Cards and U.S. Issued Commercial Business Limited to Utility merchants Excludes: Card Present identified sales meeting CPS/Retail and CPS/Retail Key Entry program qualification for Debit/Prepaid card types

CPS/Electronic Commerce Preferred – Hotel and Car

Rental


Settlement within 1 day of check-out/return date 15% Authorization to transaction amount tolerance Preferred Customer Indicator Hotel/Car Rental Indicator in Authorization and Settlement Folio # /Agreement # & Check-in/pick-up date Valid E-Commerce Indicator CAVV (Cardholder Authentication Verification Value)


CPS/Card Not Present


Settlement within 1 day of transaction Transaction date must be within 7 days of the Authorization date Authorization & Settlement amounts must match (1authorization

reversal permitted) AVS request in authorization (healthcare, select developing market,

and utility excluded when the ACI = R) Merchant Order # in Settlement Card Not Present Indicator Customer Service Phone # in Settlement

Card Types: U.S. Issued Consumer Credit, Debit, and Prepaid

CPS/Restaurant


Settlement Record Settlement within 1 day of transaction

Card Types: U.S. Issued Consumer Credit, Debit, and Prepaid Limited to: Restaurants and Fast Food

CPS/Retail Service Station


Settlement Record Settlement within 1 day of transaction

Card Type: U.S. Issued Consumer Credit, Debit, Prepaid, Rewards and Signature Limited to Service Station merchants


IQM MVD F12.2


CPS/E-Commerce Basic

Applicable Electronic Authorization Data must be included within settlement Record

Settlement within 1 day of transaction Transaction date must be within 7 days of the Authorization date AVS request in authorization (healthcare, select developing markets,

and utility excluded) Authorization & Settlement amount must match (1 authorization

reversal permitted) Valid E-Commerce Indicator Merchant Order # in Settlement Customer Service Phone #, URL or Email Address in Settlement

Card Types: U.S. Issued Consumer Credit, Debit, and Prepaid Limited to Internet merchants

CPS/E-Commerce Preferred


Settlement within 1 day of transaction Transaction date must be within 7 days of the Authorization date AVS request in authorization (healthcare, select developing markets,

and utility excluded) Authorization & Settlement amount must match (1 authorization

reversal permitted) Valid E-Commerce Indicator Merchant Order # in Settlement CAVV (C/H Authentication Verification Value) Customer Service Phone #, URL or Email Address in Settlement

Card Types: U.S. Issued Consumer Credit, Debit, Prepaid, Rewards and Signature Limited to Verified by Visa (VbV) Enabled Internet merchants

CPS/Account Funding


Settlement within 1 day of transaction AVS response (Zip and Full Address match required) Authorization & Settlement amounts must match Valid E-Commerce Indicator Customer Service Phone #, URL or Email Address in Settlement

Card Types: U.S. Issued Consumer Credit, Debit, Prepaid, Rewards and Signature

CPS/Automated Fuel Dispenser


Settlement Record Authorization must be $1 CAT Indicator Settlement within 1 day of transaction Transaction date must be within 1 day of the Authorization date $125.00 Transaction Maximum Must contain CAT level indicator of a “3” for Fuel Dispenser

Card Types: U.S. Issued Consumer Credit, Debit, Prepaid, Rewards and Signature Limited to Automated Fuel Dispensers


IQM MVD F12.2


CPS/Supermarket


Settlement Record Settlement within 1 day of transaction Authorization & Settlement amounts must match for Visa Debit Cards

Card Types: U.S. Issued Consumer Credit, Debit, and Prepaid Limited to Supermarkets that meet eligibility requirements

CPS/Passenger Transport – Card Present

Card Present Characteristics Transaction Identifiers Applicable Electronic Authorization Data must be included within

Settlement Record Settlement within 7 days of transaction Transaction date must be within 1 day of the Authorization date Ticket #, Sequence # and Count Itinerary Information

Card Types: U.S. Issued Consumer Credit, Debit, and Prepaid Limited to: Airlines and Railways

CPS/Passenger Transport – Card Not Present

Card Not Present Transaction Identifiers Applicable Electronic Authorization Data must be included within

Settlement Record Settlement within 7 days of transaction Transaction date must be within 1 day of the Authorization date Ticket #, Sequence # and Count Itinerary Information


CPS/Electronic Commerce Preferred – Passenger

Transport


Settlement within 7 days of transaction Transaction date can only be 1 day from the Authorization date Ticket #, Sequence # and Count Itinerary Information Valid E-Commerce Indicator CAVV (Cardholder Authentication Verification Value)


CPS/Rewards 1

Transaction must qualify for one of the below Interchange Programs CPS/Retail (Rewards and Signature) CPS/Supermarket (Rewards and Signature) CPS/Retail Credit Thresholds 1–3 (Signature only) CPS/Supermarket Credit Thresholds 1–3 (Signature only)

Card Types: U.S. Issued Consumer Credit Rewards and Signature Cards included Excluded: Signature cards at Travel and Entertainment merchants

CPS/Rewards 2

Transaction must qualify for one of the below Interchange Programs : CPS/Card Not Present Credit (Rewards and Signature) CPS/Retail Key Entry (Rewards and Signature) CPS/Electronic Commerce-Basic Credit (Rewards and Signature) CPS/Electronic Commerce Preferred Hotel and Car Rental Credit

(Rewards only) CPS/Electronic Commerce Preferred Passenger Transport Credit

(Rewards only) CPS/Hotel and Car Rental Card Present (Rewards only) CPS/Hotel and Car Rental Card Not Present (Rewards only) CPS/Passenger Transport Card Present (Rewards only) CPS/Passenger Transport Card Not Present (Rewards only) CPS Restaurant (Rewards only)

Card Types: U.S. Issued Consumer Credit, Rewards and Signature Cards included Excluded: Signature cards at Travel and Entertainment merchants


IQM MVD F12.2


Regulated Debit Regulated U.S. Card Issuer U.S. Merchant

Card Types: Regulated U.S. Issued Debit, Prepaid, Small Business Debit and Commercial Debit/Prepaid

EIRF Does not meet CPS Qualifications Settlement within 2 days of transaction Authorization Response Code

Card Types: U.S. Issued Consumer Credit, Debit, and Prepaid Only level available for quasi cash transactions, excluding exempt debit/prepaid card products.

Standard Does not meet CPS Qualifications Settlement after 2 days of the transaction

Card Types: U.S. Issued Consumer Credit, Debit, and Prepaid Only level available for high-risk merchants and non-secure E-Commerce transactions

CPS/Debt Repayment Fee Program

Must be registered with Visa and have a valid MVV Must qualify for one of the following Interchange Programs:

- CPS/Card Not Present - CPS/Ecommerce Basic - CPS/Ecommerce Preferred

Card Types: U.S. Issued Consumer Debit and Prepaid Limited to: Card Not Present Financial and Non-financial Institutions (merchants selling negotiable instruments and accepting loan payments)

CPS/Tax Payment Fee 1 & 2

Must be registered with Visa and have a valid MVV Must qualify for one of the following Interchange Programs:

- CPS/Card Not Present - CPS/Ecommerce Basic - CPS/Ecommerce Preferred

Card Types: U.S. Issued Consumer Debit and Prepaid Limited to: Card Not Present Tax Payments

Signature Electronic CPS Qualification T&E Merchant

Card Type: U.S. Issued Signature Card Limited to: T&E Merchants

Signature Standard T&E Merchant Does not meet CPS Qualifications

Card Type: U.S. Issued Signature Card Limited to: T&E Merchants

Signature Preferred Electronic

CPS Qualification T&E Merchant

Card Type: U.S. Issued Signature Preferred Card Limited to: T&E Merchants

Signature Preferred Standard Does not meet CPS Qualifications Settlement within 30 days of transaction Card Type: U.S. Issued Signature Preferred Card

Commercial Card Electronic

Non T&E

Level II data: Non fuel transactions only require sales tax1 Does not meet CPS Qualifications Non-T&E Merchant

Card Type: U.S. Issued Corporate and Purchasing Cards

Commercial Card Electronic

T&E

CPS Qualification T&E Merchant

Card Type: U.S. Issued Business, Business Enhanced, Signature Business, Corporate and Purchasing Cards

Commercial Card Standard

Does not meet CPS Qualifications Does not meet Level II data Requirements

Card Type: U.S. Issued Business, Business Enhanced, Signature Business, exempt Business Debit, Corporate, and Purchasing Cards

GSA G2G

(Government 2 Government)

Must be registered with Visa and have a valid MVV CPS qualification

Card Types: US. Issued GSA Purchasing Card Limited to: Federal Government Services and U.S. Postal Service

GSA Purchasing Card Large Ticket

CPS Qualification Non-T&E Merchant Purchasing Card Level II: sales tax1 and customer code Purchasing Card Level III: Level III2 data includes Level II data and

line item detail

Card Type: US. Issued GSA Purchasing Card


IQM MVD F12.2


Purchasing Card Large Ticket

CPS Qualification Non-T&E Merchant Settlement within 7 days of transaction Purchasing Card Level II: sales tax1 and customer code Purchasing Card Level III: Level III2 data includes Level II data and

line item detail

Card Type: U.S. Issued Non-GSA Purchasing Card

Purchasing Large Purchase Advantage Ticket 1

Must be card not present Transaction amount between $10,000.01 and $25,000.00 CPS Qualified Meets 8 day clearing timeliness

Card Type: U.S. Issued Large Purchasing Advantage Card








Must be card not present Transaction amount $500,000.01 and greater CPS Qualified Meets 8 day clearing timeliness


Electronic with Data Non-T&E Merchant Level III2 data requirements are met Does not meet requirements for any CPS program

Card Type: U.S. Issued Corporate and Purchasing Card

Corporate Card Level III

CPS Qualification Non-T&E Merchant Level III2 data required

Card Type: U.S. Issued Corporate Card

Purchasing Card Level III

CPS Qualification Non-T&E Merchant Level III2 data required

Card Type: U.S. Issued Purchasing, including GSA Purchasing Level 3 fuel data required for Fleet fuel transactions.

Commercial Card

Level II

CPS Qualification Non-T&E Merchant Level II data: Non fuel transactions only require sales tax1 Level II data: Purchasing Card fuel transactions require customer code

Card Type: U.S. Issued Business, Business Enhanced, Signature Business, Corporate, and Purchasing Cards


IQM MVD F12.2


Commercial – CNP

Non-T&E Merchant Level II data requirements not met Transaction must qualify for one of the below Interchange programs

CPS/Card Not Present CPS/Electronic Commerce Preferred CPS/Electronic Commerce Basic CPS/Retail 2 CPS/Account Funding


Commercial Retail

Non-T&E Merchant Level II data requirements not met Transaction must qualify for one of the below Interchange programs:

CPS/Retail CPS/Supermarket CPS/Retail Key Entry CPS/Small Ticket CPS/Automated Fuel Dispenser CPS/Retail Service Station


Commercial –

Business-to-Business

Non-T&E Merchant Level II data requirements are not met Qualified for any CPS program

Card Type: U.S. Issued Business, Business Enhanced, Signature Business, Corporate, and Purchasing Cards Limited to specific business-to-business MCCs

Purchasing Card – Retail

Fleet

Fuel transaction Level II and fuel data requirements met, CPS qualifications not met or Level II and/or fuel data requirements not met, CPS qualified

Card Type: U.S. Issued Fleet Purchasing Card

Business Debit – Card Present

Must be card present Must qualify for one of the below Interchange Programs:

o CPS/Retail o CPS/Retail Key Entry o CPS/Small Ticket o CPS/Supermarket o CPS/Restaurant o CPS/Retail Service Station o CPS/Automated Fuel Dispenser o CPS/Hotel and Car Rental Card Present o CPS/Passenger Transport Card Present

Card Type: U.S. Issued Business Debit Card

Business Debit – Card Not Present

Must be card not present Must qualify for one of the below Interchange Programs:

CPS/Card Not Present CPS/Electronic Commerce – Basic CPS/Electronic Commerce – Preferred Retail CPS/Hotel and Car Rental Card Not Present CPS/Passenger Transport Card Not Present CPS/Electronic Commerce Preferred Hotel and Car Rental CPS/Electronic Commerce Preferred Passenger Transport CPS/Account Funding

Card Type: U.S. Issued Business Debit Card


IQM MVD F12.2


T&E Commercial Card Must be T&E Merchant Qualified at any CPS Program

Card Type: U.S. Issued Corporate and Purchasing Card

Interregional Commercial (US)

U.S. Merchant Settlement within 30 days of transaction

Card Type: Non-U.S. issued Business, Signature Business, Corporate, Purchasing, Transport/Cargo and Distribution card

Interregional Signature/Infinite (US)


Card Type: Non-U.S. issued Signature and Infinite

Interregional Electronic (US)

U.S. Merchant Magnetic card swipe or contactless information must be passed in the

authorization request / valid approval code Settlement within 2 days of transaction

Card Type: Non-U.S. issued Consumer and Electron

Interregional Issuer Chip (US)

U.S. Merchant Magnetic card swipe or contactless information must be passed in the

authorization request / valid approval code Settlement within 2 days of transaction Issuer is chip-qualified


Interregional Airline (US)

U.S. Merchant Ticket Number Valid Approval Code Settlement within 14 days of transaction

Card Type: Non-U.S. issued Consumer and Electron Limited to: Airlines

Interregional Secure Electronic Commerce (US)

U.S. Merchant Key Entered transaction Valid Approval Code Valid E-commerce Indicator (Authenticated) Verified By Visa participation Settlement within 30 days of transaction


Interregional Electronic Commerce Merchant (US)

U.S. Merchant Key Entered transaction Valid Approval Code Valid E-commerce Indicator (Authentication attempted) Verified By Visa participation Settlement within 30 days of transaction


Interregional Standard (US)



Interregional Premium (US)

U.S. Merchant Settlement within 30 days of transaction Card Type: Non-U.S. issued Premium Card

Interregional Super Premium (US)

U.S. Merchant Settlement within 30 days of transaction Card Type: Non-U.S. issued Super Premium Card

Interregional Regulated Debit

U.S. Merchant Settlement within 30 days of transaction Card Types: Regulated U.S. Territory Issued Debit, Prepaid, and Commercial Debit

1 Sales tax amount must be greater than $0.00, but no less than 0.1% and no greater than 22% of the transaction amount. 2 Purchasing Card Level III minimum data requirements include: Summary Record – Discount Amount, Freight/Shipping Amount, Duty Amount and Account Number and Line Item Detail Record – Item Sequence Number, Item Commodity Code, Item Descriptor, Product Code, Quantity, Unit of Measure, Unit Cost, Discount per Line Item, Line Item Total, and Line Item Detail Indicator.


IQM MVD F12.2

MasterCard Transactions Interchange Level Requirements for Interchange Level Limitations on Card Types and Industries

Merit III

Magnetic card swipe must be passed in the authorization request Applicable Electronic Authorization Data must be included and match

Settlement Data Settlement within 1 day of transaction 10% Authorization transaction amount tolerance (25%

Barbers/Beauty Salons) o Restaurants/Bars, Fast Food, and Limousine/Taxicabs are

exempt from the transaction amount tolerance Airline and Railways require itinerary data in settlement

Card Types: U.S. Issued Consumer Credit and Debit including Prepaid, Enhanced, World, World Elite, and High Value Excludes: Automated Fuel Dispensers, Direct Marketing merchants, Insurance (Debit cards only), Real Estate (Debit cards only) Service Stations, AFD, Utilities, Hotels, Car Rentals, and Cruise Lines World, World Elite and High Value Excludes: Restaurants, Travel Agents, MOTO and T&E merchants

Merit I

Applicable Electronic Authorization Data must be included and match Settlement Data

Settlement within 2 days of transaction, 8 days for Airlines General ticket information required in settlement 10% Authorization transaction amount tolerance (25%

Barbers/Beauty Salons) Mail Order/Telephone Order/ eCommerce transactions are exempt

from the transaction amount tolerance

Card Types: U.S. Issued Consumer Credit and Debit including Prepaid Enhanced, World, World Elite, and High Value Excludes: Utilities, Insurance and Real Estate World, World Elite and High Value Excludes: Restaurants, Travel Agent and T&E merchants

Utilities


Settlement within 1 day of transaction 10% Authorization transaction amount tolerance Card Acceptor Type and Tax ID must be provided for Commercial

cards

Card Types: U.S. Issued Consumer Credit and Debit including Prepaid, Enhanced, World, World Elite, and High Value. Card Types: U.S. Issued Commercial Business and Business Enhanced

Regulated POS Debit Regulated U.S. Card Issuer (including U.S. Territories) U.S. Merchant or U.S. Territory Settlement within 30 days of transaction

Card Types: Regulated U.S. Issued Debit, Prepaid, and Commercial Debit

Regulated POS Debit with Fraud Adjustment

Regulated U.S. Card Issuer (including U.S. Territories) – Certified Fraud-Prevention Standards

U.S. Merchant or U.S. Territory Settlement within 30 days of transaction

Card Types: Regulated U.S. (including U.S. Territories) Issued Debit, Prepaid, and Commercial Debit


IQM MVD F12.2


Key Entered


Card and cardholder must be present at time of authorization Settlement within 1 day of transaction 10% Authorization transaction amount tolerance except restaurants,

bars and fast food

Card Types: U.S. Issued Consumer Credit and Debit including Prepaid, Enhanced, World, World Elite, and High Value Excludes: Direct Marketing, Tax Preparation, Quasi Cash, Automated Fuel Dispenser, Travel Agent, T&E and Service merchants World, World Elite and High Value Excludes: Restaurants

Public Sector


Settlement within 2 days of transaction 10% Authorization transaction amount tolerance

Card Types: U.S. Issued Consumer Credit, Enhanced, World, World Elite, and High Value Limited to: Government Services, Passenger Railways, Transportation : Suburban and Local Commuter Passenger, including Ferries, Bridge and Road Fees, Tolls, and Postal Services : Government

Petroleum

Magnetic card swipe must be passed in the authorization request (not required for Transponder transactions)


Settlement within 1 day of transaction

Card Types: U.S. Issued Consumer Credit, Enhanced, World, World Elite, and High Value Limited to: Service Stations and Automated Fuel Dispensers

Merit I Bill Payment


Settlement within 2 days of transaction Banknet data and date must be present 10% Authorization transaction amount tolerance

Card Types: U.S. Issued Consumer Credit and Debit including Prepaid, Enhanced, World, World Elite, and High Value Credit Limited to: Real Estate Agents and Managers-Rentals, Direct Marketing-Insurance Services, Insurance Sales, Underwriting and Premiums Debit Limited to: Real Estate Agents and Managers-Rentals

U.S. Full UCAF


Settlement within 1 day of transaction UCAF Status Indicator must = 2 Must have a valid Security level indicator/Security protocol and

Cardholder Authentication in authorization

Card Types: U.S. Issued Consumer Credit and Debit including Prepaid, Enhanced, World, World Elite, and High Value Excludes: Insurance Debit, AFD, Hotels, Car Rentals, and Cruise Lines World, World Elite and High Value excludes: Restaurants, Utilities, Travel Agents and T&E merchants

U.S. Merchant UCAF


Settlement within 1 day of transaction UCAF Status Indicator must = 1 Must have a valid Security level indicator/Security protocol and


Card Types: U.S. Issued Consumer Credit and Debit including Prepaid, Enhanced, World, World Elite, and High Value cards Excludes: AFD, Insurance Debit , Real Estate Debit, Hotels, Car Rentals, and Cruise Lines World, World Elite and High Value excludes: Restaurants, Utilities, Travel Agents, and T&E merchants

Supermarket


Settlement Data Settlement within 1 day of transaction 10% Authorization transaction amount tolerance

Card Types: U.S. Issued Consumer Credit and Debit including Prepaid, Enhanced, World, World Elite, and High Value cards Limited to: Supermarkets that meet eligibility requirements


IQM MVD F12.2


Restaurant

Magnetic card swipe must be passed in the authorization request except transponder transactions



Card Types: U.S. Issued Consumer Debit, Prepaid, World, World Elite, and High Value Limited to: Restaurant and Fast Food

Small Ticket Debit



Settlement within 1 day of transaction 10% Authorization transaction amount tolerance Transaction amount limit $15.00 Restaurants/Fast food are exempt from the transaction amount

tolerance

Card Types: U.S. Issued Consumer Debit / Prepaid Limited to: Postal Services : Government only, Transportation, Convenience Stores, Restaurants/Fast Food, Parking Lots/Garages, Movie Theaters and Video Rental Stores

Regulated POS Small Ticket with Fraud Adjustment

Regulated U.S. Card Issuer (including U.S. Territories) – Certified Fraud Prevention Standards

U.S. Merchant or U.S. Territory Settlement within 30 days of transaction Transaction amount limit $10

Card Types: U.S. Issued Regulated Consumer Debit / Prepaid Limited to: Fast Food and Video Rental Stores

Regulated Small Ticket Base



Settlement within 1 day of transaction 10% Authorization transaction amount tolerance Transaction amount limit $10

Card Types: U.S. Issued Regulated Consumer Debit Limited to: Fast Food and Video Rental Stores

Emerging Market Debit


Settlement within 2 days of transaction 10% Authorization transaction amount tolerance

Card Types: U.S. Issued Consumer Debit / Prepaid

Limited to: Government Services, Schools, Colleges, Insurance Agencies, Cable, Passenger Railways, Transportation : Suburban and Local Commuter Passenger, including Ferries, Bridge and Road Fees, Tolls, and Postal Services : Government

Petroleum - CAT/AFD Debit



Settlement within 1 day of transaction CAT Level indicator of 1 or 2 must be present

Card Types: Consumer Debit / Prepaid Limited to: Automated Fuel Dispensers

Petroleum - Service Station Debit




Card Types: U.S. Issued Consumer Debit / Prepaid Limited to: Service Stations

Service Industries Incentive Program (SIIP)


Settlement within 1 day of transaction 10% Authorization transaction amount tolerance Recurring Payment indicator in Authorization and Settlement

Card Types: U.S. Issued Consumer Credit and Debit including Prepaid, Enhanced, World, World Elite, and High Value cards Limited to: Cable and Telecommunication Services merchants


IQM MVD F12.2


Lodging /Auto Rental (Formerly TIPS )


Settlement within 1 day of transaction Settlement Detail Addendum Data

Card Types: U.S. Issued Consumer Credit, World, Enhanced Prepaid and Debit Limited to Hotel, Car Rental and Cruise Line

Passenger Transport


Settlement within 8 days of transaction Passenger Name, Ticket Number, Issuing Carrier and Itinerary Data in

Settlement

Card Types: U.S. Issued Consumer Credit, Debit, Prepaid, and Enhanced cards Limited to: Airline and Passenger Railway merchants

Warehouse Club

Magnetic card swipe must be passed in the authorization request for debit transactions


Settlement within 1 day of transaction 10% Authorization transaction amount tolerance Debit transaction must be presented under Warehouse Clubs Level III4 data is required for fleet, non-fuel purchases

Card Types: U.S. Issued Consumer Credit and Debit including Prepaid, Enhanced, World, World Elite, and High Value cards Limited to: Wholesale Clubs

Convenience Purchase Base

Magnetic card swipe must be passed in the authorization request (not required for Transponder transactions)


Settlement within 1 day of transaction Limousines/Taxicabs must be $25.00 or less 10% Authorization to transaction tolerance on Convenience Stores

and Movie Theaters - Convenience Stores and Movie Theaters are exempt from a

transaction amount tolerance if transaction is less than or equal to $10.00

Limousines/Taxicabs and Fast Food are exempt from the transaction tolerance

Card Types: U.S. Issued Consumer Credit including Enhanced, World, World Elite, and High Value cards Limited to: Variety Stores, Fast Food, Convenience Stores, Limousines/Taxicabs and Movie Theaters

T&E


Settlement within 2 days of transaction Must be T&E MCC Code (excludes Airline MCCs for World Elite

and High Value) Level III4 data is required

Card Types: U.S. Issued World MasterCard, World Elite, and High Value

T&E Large Ticket


Settlement within 2 days of transaction Must be T&E MCC Code Transaction must be greater than $2500.00 Level III4 data is required

Card Types: U.S. Issued World Elite and World High Value


IQM MVD F12.2


Airline


Settlement within 2 days of transaction MCC Code must be an Airline MCC: 3000-3299 and 4511 General ticket information and Itinerary Data in Settlement

Card Types: World Elite and World High Value Limited to: Airlines

Commercial Standard Settlement within 30 days of transaction Card Types: U.S. issued Commercial Business, Business Enhanced, Corporate

including Corporate World and Corporate World Elite, and Purchasing

Commercial Data Rate I


Settlement within 2 days of transaction Fuel detail addendum data required for Fleet Cards at fuel locations Level III4 data is required for fleet, non-fuel purchases Non T&E MCC Card Acceptor Type and Tax ID must be provided

Card Types: U.S. issued Commercial Business, Business Enhanced, Corporate including Corporate World and Corporate World Elite, and Purchasing

Commercial Face-to-Face


Settlement Data Settlement within 1 day of transaction 10% Authorization to transaction tolerance amount (25%

Barbers/Beauty Salons) Bars, Fast Food and Limos/taxicabs are exempt from the transaction

amount tolerance Non T&E MCC Level II3 Commercial Card Data required A valid tax amount is required, the amount must be greater than $0.00,

but no less than 0.1% - 30 % of the transaction amount Note: Tax amount not required for: Transportation, Bus Lines, Courier Services, Bridge and Toll Fees, Schools and Universities, Charitable/Social Service Organizations, Religious Organizations, Court Costs, Fines, Tax Payments, Government Services and Government Postal Services

Card Types: U.S. issued Commercial Business, Business Enhanced, Corporate including Corporate World and Corporate World Elite, and Purchasing Excluded: Fleet Cards at fuel locations

Commercial Face-to-Face Petroleum


Settlement Data Settlement within 1 day of transaction 10% Authorization to transaction tolerance amount Level II3 Commercial Card Data required

Card Types: Card Types: U.S. issued Commercial Business, Business Enhanced, Corporate including Corporate World and Corporate World Elite, and Purchasing Excluded: Fleet Cards at fuel locations


IQM MVD F12.2


Commercial Data Rate II


Magnetic card swipe must be passed in the authorization request for fleet at fuel

Settlement within 2 days of transaction Level II

3 Corporate Card data (All Commercial Cards except Fleet at

fuel locations) Fuel detail addendum data required for Fleet Cards at fuel locations Level III4 data is required for fleet, non-fuel purchases Non T&E MCC Card Acceptor Type and Tax ID must be provided A valid tax amount is required, the amount must be greater than $0.00,

but no less than 0.1% - 30 % of the transaction amount Note: Tax amount not required for Transportation, Bus Lines, Courier Services, Bridge and Toll Fees, Schools and Universities, Charitable/Social Service Organizations, Religious Organizations, Court Costs, Fines, Tax Payments, Government Services and Government Postal Services, Fuel


Commercial Data Rate II Petroleum


Magnetic card swipe must be passed in the authorization request for fleet at fuel


3 Corporate Card data (All Commercial Cards except Fleet at

fuel locations) Fuel detail addendum data required for Fleet Cards at fuel locations Level III4 data is required for fleet, non-fuel purchases Card Acceptor Type and Tax ID must be provided

Card Types: U.S. issued Commercial Business, Business Enhanced, Corporate including Corporate World and Corporate World Elite, and Purchasing Limited to: Marinas, Service Stations, Automated Fuel Dispensers, Fuel Dealers and Truck Stop transactions

Commercial Data Rate III



3 & Level III 4 Corporate Card data Non T&E MCC Card Acceptor Type and Tax ID must be provided

Card Types: U.S. issued Commercial Business, Business Enhanced, Corporate including Corporate World and Corporate World Elite, and Purchasing Excluded: Fleet Cards at fuel locations

Commercial T&E Rate I


Settlement within 8 days of transaction for Airlines; 2 Days for all other MCCs

T&E Merchants General ticket information required for airlines and passenger railways Card Acceptor Type and Tax ID must be provided


Commercial T&E Rate II

Applicable Electronic Authorization Data must be included and match Settlement

Data Settlement within 8 days of transaction for Airlines; 2 Days for all other MCCs

T&E Merchant (Restaurants not eligible) Industry Specific T&E II Addendum required Card Acceptor Type and Tax ID must be provided



IQM MVD F12.2


T&E Rate III


Settlement within 8 days of transaction for Airlines; 2 Days for all other MCCs,

T&E Merchant (Restaurants not eligible) Industry Specific T&E II and T&E III Addendum required Card Acceptor Type and Tax ID must be provided


Commercial Large Ticket I


Magnetic card swipe must be passed in the authorization request for Fleet at fuel locations

Settlement within 1 day of transaction 25% Authorization to transaction tolerance amount Bars, Fast Food , eCommerce and Automated Fuel Dispensers are

exempt from the transaction amount tolerance Level II

3 Corporate Card Data (All Commercial Cards except, Fleet Cards at fuel locations)

Level III4 Purchasing Card Data

Level III4 data is required for fleet, non-fuel purchases Fuel detail addendum data required for Fleet Cards at fuel locations Non T&E MCC The transaction amount must be greater than $3,000.00


Commercial Large Ticket II



Settlement within 1 day of transaction 25% Authorization to transaction tolerance amount Bars, Fast Food , eCommerce and Automated Fuel Dispensers are


3 Corporate Card Data (All Commercial Cards except, Fleet Cards at fuel locations) (Customer Code not required for Business or Corporate Cards)


Level III4 data is required for fleet, non-fuel purchases Non T&E MCC The transaction amount must be greater than $25,000



IQM MVD F12.2


Commercial Large Ticket III



Settlement within 1 day of transaction 25% Authorization to transaction tolerance amount Bars, Fast Food, eCommerce and Automated Fuel Dispensers are


3 Corporate Card Data (All Commercial Cards except, Fleet Cards at fuel locations) (Customer Code not required for Business or Corporate Cards)


Level III4 data is required for fleet, non-fuel purchases Card Acceptor Type and Tax ID required for Fleet Cards at fuel

locations Non T&E MCC The transaction amount must be greater than

$100,000


Interregional Consumer Standard (ISI) Settlement within 30 days of transaction Card Types: Non- U.S. Issued Consumer Credit and Premium Card

Interregional Consumer Electronic (IEI)


Settlement Data Settlement within 4 days of transaction 10% Authorization amount transaction tolerance for transactions

acquired in the U.S. region only

Card Types: Non- U.S. Issued Consumer Credit, Premium, and Super Premium Card Excludes: Automated Fuel Dispenser and Direct Marketing MCCs

Interregional Full UCAF


Settlement within 4 days of transaction Must include a CAT level indicator of a 6 UCAF Status Indicator must = 2 Must have a valid Security level indicator/Security protocol and


Card Types: Non- U.S. Issued Consumer Credit and Premium Card

Interregional Merchant UCAF


Settlement within 5 days of transaction Must include a CAT level indicator of a 6 UCAF Status Indicator must = 1 Must have a valid Security level indicator/Security protocol and


Card Types: Non- U.S. Issued Consumer Credit, Premium, and Super Premium Card

Interregional Commercial Standard

Settlement within 30 days of transaction Card Acceptor Type and Tax ID required for U.S. Merchant locations

Card Types: Non- U.S. Issued Commercial and Super Premium Cards Excludes: Purchasing and Fleets cards for transactions acquired in the U.S. Region

Interregional Purchasing Standard

The sale must be deposited within 30 days of transaction date For transactions acquired in the U.S. region, Corporate Card Common

Data Requirements are required Card Types: Non- U.S. Issued Purchasing Cards

Interregional Purchasing Large Ticket

Settlement within 30 days of transaction Card Acceptor Tax ID Non T&E MCC

Card Types: Non- U.S. Issued Purchasing/Fleet


IQM MVD F12.2


Interregional Purchasing Data Rate II


Settlement within 4 days of transaction Level II3 purchasing data required

Card Types: Non- U.S. Issued Purchasing Cards

Interregional Commercial Electronic card

The transaction must be authorized, the authorization code must be included in the settlement record

Magnetic card swipe or contactless information must be passed in the authorization request

The sale must be deposited within 4 days of transaction date Must contain an MCC other than one of the following: 5542, 5960 :

5969 For Internet transactions:

- UCAF Status Indicator must equal 2 - CAT Level Indicator must be a 6

Card Types: Non- U.S. Issued Commercial Cards

Interregional Consumer Super Premium

Electronic


Settlement Data Settlement within 4 days of transaction 10% Authorization amount transaction tolerance for transactions

acquired in the U.S. region only

Card Types: Non- U.S. Issued Consumer Cards

3 Level II Data includes the entry of customer code, card acceptor type, tax ID and sales tax. 4 Level III Data includes Level II data, line item detail, item description, item quantity, item unit of measure, extended item amount, product code, and debit or credit indicator.


IQM MVD F12.2

DISCOVER® NETWORK PREFACE A significant amount of the fees that we charge to you for processing your Credit Card and Non-PIN Debit Card transactions represents charges that we must pay to the Issuing banks (or that are otherwise charged to us by Discover® Network). This amount, called “Interchange” varies based upon a complex series of interchange levels that may apply to the transaction depending upon a number of factors – such as the type of card presented, specific information contained in the transaction, how and when the transaction is processed, your industry, and other factors.

As a result, a portion of the rate that we charge you will depend on the type of transaction and the Interchange level at which the transaction is processed. In order to qualify for any specific Interchange level, you must satisfy certain qualification criteria established by Discover® Network. This Interchange Qualification Matrix identifies the primary qualification criteria for the various Interchange levels. In reviewing the Interchange Qualification Matrix, please note the following:

• The Interchange Qualification Matrix is only a summary of the primary qualification criteria established by Discover® Network for each Interchange level – it is not all inclusive. In the event of any ambiguity or conflict, the Interchange requirements established by Discover® Network will determine the Interchange level at which your transactions qualify.

• Some Interchange levels require that you utilize certain additional services such as Address Verification. Some Interchange levels also require that you transmit detailed transaction data such as order numbers or hotel folio numbers. Other Interchange levels require that you transmit certain indicators reflecting the nature of your transactions (such as an “E-Commerce indicator” for internet transactions).

• Interchange levels may also be restricted to merchants in certain Merchant Category Codes (“MCC”). If you wish to qualify for any such Interchange level, please call the Customer Service number listed on your monthly statement for more information about the particular MCC and the corresponding Interchange qualification criteria.

• In some cases, transactions may be processed at a more costly Interchange level solely as a result of the type of card that is presented. For example, commercial cards, among others, will generally downgrade from some Interchange levels.

• The information in the Interchange Qualification Matrix should not be used to develop software or other interfaces for transmitting transactions as technical aspects of these requirements may be much more detailed than the summary presented. If you utilize terminals, software, services or equipment provided or configured by any third party, be aware that failure by these systems to correctly and accurately transmit information in the required formats may result in your transactions not qualifying for the most favorable Interchange levels.

Card Sales Involving Consumer Cards Discover® Network offers three Acquirer Interchange Program submission levels for Acquirer Interchange on Card Sales involving Consumer Cards:

• Prime Submission Level (PSL) Programs are for Card Sales that meet Discover® Network’s processing requirements described in the Operating Regulations. - A Card Sale must have a record of an approved or positive Authorization Response. - MCC listed on the Sales Data must not be Quasi-Cash or High Risk. - Eligibility and Card Sale criteria for a Prime Submission Level Program must be met. - Card Sale must be processed by Discover® Network within the specified number of days for the individual Prime Submission Level Program. - Acquirer must include Acquirer Interchange Program Code in Sales Data. - Card sale must not be an international card sale.

• Mid Submission Level (MSL) Programs are for Card Sales that do not meet all Prime Submission Level requirements, but do meet the MSL requirements. - A Card Sale must have a record of an approved or positive Authorization Response. - MCC listed on the Sales Data must not be High Risk. - Card Sale must be processed by Discover® Network within the specified number of days for the individual Mid Submission Level Program. - Acquirer must include Acquirer Interchange Program Code in Sales Data. - Card sale must not be an international card sale.

• Base Submission Level (BSL) Programs are for Card Sales that do not meet all MSL Program requirements. - All MCCs are eligible. - All POS Entry Modes are eligible. - Card Sale must be processed by Discover® Network within the specified number of days for the Base Submission Level Program. - Acquirer should include Acquirer Interchange Program Code in Sales Data. - Card sale must not be an international card sale.


IQM MVD F12.2

• International Cash Advance Reimbursement - Cash Reimbursement is a payment by Discover Network to the Acquirer for a Cash Advance transaction or Representment of a Cash Advance

transaction or a payment by the Acquirer to Discover Network for a Chargeback or Reversal of a Cash Advance transaction. Cash Advance transactions are processed under the applicable Cash Reimbursement Program, set forth in Discover Rules and Regulations. Consequently, no additional eligibility criteria or validation tests apply to Cash Advance transactions.

• International Electronic (International is defined as a US merchant accepting a transaction from a card issued outside of the US) - Card Sale must be an International Card Sale - Card Sale must have an approved Authorization Response - MCC listed on the Sales Data must not be High Risk - Eligibility and Card Sale criteria for the individual International Submission Level Program must be met - Card Sale must be processed by Discover Network within the specified number of days for the individual International Submission Level Program - Acquirer must include Acquirer Interchange Program Code in Sales Data

• International Base - Card Sale must be an International Card Sale - All MCCs are eligible - All POS Entry Modes are eligible - Card Sale must be processed by Discover Network within the specified number of days for the International Base Submission Level Program - Acquirer should include Acquirer Interchange Program Code in Sales Data

Adjustment Vouchers Involving Consumer Cards Discover® Network offers three Consumer Adjustment Voucher Programs for Acquirer Interchange on Card Credits or Refunds involving Consumer Cards:

• Consumer Card Products in Direct Marketing MCCs 5960, 5962, 5964, 5965, 5966, 5967, 5968, 5969 • Consumer Card Products in Passenger Transport MCCs 3000-3299, 4112, 4511 • Consumer Card Products in Non Direct Marketing / Passenger Transport MCCs or all others • Card sale must not be an international card sale.

Card Sales Involving Commercial Cards Discover® Network offers two Acquirer Interchange Program submission levels for Acquirer Interchange on Card Sales involving Commercial Cards:

• Commercial Electronic Level Program is for Card Sales that meet the Acquirer Interchange Program requirements • Card Sale must have an approved Authorization Response.

- MCC listed on the Sales Data must not be High Risk. - Card Sale must be processed by Discover® Network within the specified number of days. - Acquirer must include Acquirer Interchange Program Code in Sales Data.

• Commercial Base Submission Level Program is for Card Sales that do not meet the requirements for processing under the Commercial Electronic Level Program. - All MCCs are eligible. - All POS Entry Modes are eligible. - Card Sale must be processed by Discover® Network within the specified number of days for the Base Submission Level Program.

o Acquirer should include Acquirer Interchange Program Code in Sales Data. o Card sale must not be an international card sale.

Adjustment Vouchers Involving Commercial Cards

Discover® Network offers one Commercial Adjustment Voucher Program for Acquirer Interchange on Card Credits or Refunds involving Commercial Cards: • Commercial Card Products all MCCs • Card sale must not be an international card sale.


IQM MVD F12.2

Acquirer Interchange Validation Tests To determine the qualification of each Card Sale Discover® Network may conduct one or more of the four validation tests described below. The validation tests confirm the following:

• Timeliness of submission of Sales Data o The number of Banking Days transpiring between the Card Sale date and the Processing Date o Processing date begins at 06:01am ET and ends at 06:00am ET the next day.

• Presence and contents of Track Data o The presence of CVV Data in the Track Data included in the Authorization Request

• MCC on Sales Data matches MCC on Authorization Request o MCCs must be the same in both the Card sale and the Authorization Request (Exception: Travel Agency MCC 4722, Airline MCC 4511 and all

Unique Airline MCCs) • Transaction amount on Sales Data matches the amount on Authorization Request

o Sales Data amount compared to the Authorization Approved amount must match. o Tolerance requirement of 10% for all MCCs o Tolerance exception of 20% for Taxicab/Limousines MCC 4121 and Beauty/Barber Shops MCC 7230 o The following MCCs are not subject to Transaction Amount Validation 3000-3299, 4112, 4511 – Passenger Transport 4411 – Steamship/Cruise Line,

5542 – Automated Fuel Pumps 5813 – Drinking Places/Bars, 3351-3441, 7512, 7513, 7519 – Car Rental 5541 – Service Stations 5812 – Eating Places and Restaurants 5814 – Fast Food Restaurants, 3501-3999, 7011, 7012 - Hotels


IQM MVD F12.2

Discover Transactions

Interchange Level Requirements for Interchange Level Limitations on Card Type and Industries

PSL Recurring Payments

Core


Settlement within 1 day of authorization/transaction 10% Authorization to transaction amount tolerance Recurring Billing or Installment Payment Indicator

Card Types: U.S. Issued Consumer Core, Consumer Rewards, Consumer Premium, Premium Plus, Consumer Debit

Limited to: Child Care Services, Charitable/Social Service Organizations, Cable/Satellite Services, Utilities, Health and Beauty Spas, Memberships

PSL

Supermarkets/Warehouse Clubs


10% Authorization to transaction amount tolerance Magnetic card swipe/contactless/chip must be passed in the

authorization request Settlement within 1 day of authorization/transaction

Card Types: U.S. Issued Consumer Core, Consumer Rewards, Consumer Premium, Premium Plus, Consumer Debit Limited to: Supermarkets, Warehouse Clubs

PSL Emerging Markets


10% Authorization to transaction amount tolerance Settlement within 2 days of authorization/transaction


Limited to: Payment Service Provider – Merchant Payment Transaction, Insurance Premiums, Cable/Satellite Services, Schools / Education Services, Direct Marketing, Fuel Dealers, Child Day Care Services and Charitable/Social Services

PSL Public Services


10% Authorization to transaction amount tolerance Settlement within 2 days of authorization/transaction


Limited to: Government Services, Courts Costs, Government Fines, Tax Payments, Bail and Bond Payments, and Tolls and Bridge Fees.

PSL Express Services


10% Authorization to transaction amount tolerance (20% for Limousine/Taxicabs)

Restaurants and Fast Food Restaurants are exempt from the transaction amount tolerance

Magnetic card swipe/contactless/chip must be passed in the authorization request

For MCC 4121, transaction must be less than or equal to $25.00 All other MCCs, transaction must be less than or equal to $15.00 Settlement within 1 day of authorization/transaction

Card Types: U.S. Issued Consumer Core, Consumer Rewards, Consumer Premium, Premium Plus, Consumer Debit Limited to: Convenience Stores, Commuter Passenger, Limousines and Taxicabs, Bus Lines, Tolls, Restaurants, Fast Food, Newsstands, Laundry Services, Dry Cleaners, Copy Services, Parking Lots and Garages, Car Washes, Movie Theaters and Video Rental Stores

PSL Petroleum



Settlement within 1 day of authorization/transaction


Limited to: Automated Fuel Dispensers, Service Stations


IQM MVD F12.2


Interchange Level Requirements for Interchange Level Limitations on Card Type and Industries

PSL Retail


10% Authorization to transaction amount tolerance (20% for Limousine/Taxicabs and Beauty/Barber Shops)



Card Types: U.S. Issued Consumer Core, Consumer Rewards, Consumer Premium, Premium Plus, Consumer Debit Excludes the following: Supermarkets/Warehouse Clubs, Petroleum, Restaurants, Hotels/Car Rentals, Passenger Transport, Public Services, Emerging Markets, Quasi Cash, Utilities, Real Estate and Insurance Merchants

PSL Restaurants




Card Types: U.S. Issued Consumer Core, Consumer Rewards, Consumer Premium, Premium Plus, Consumer Debit Limited to: Restaurants and Fast Food

PSL Hotels/Car Rentals



Card Types: U.S. Issued Consumer Core, Consumer Rewards, Consumer Premium, Premium Plus, Consumer Debit Limited to: Hotels/Car Rentals

PSL Passenger Transport


Settlement within 7 days of authorization/transaction


Limited to: Airlines, Passenger Railways

PSL Card Not

Present/Ecommerce


AVS request in authorization Settlement within 1 day of authorization/transaction


Excludes the following: Hotels/Car Rentals, Passenger Transport, Public Services, Emerging Markets, Quasi Cash, Utilities, Real Estate and Insurance Merchants

PSL Key Entry



Settlement within 1 day of authorization/transaction Key entered transaction, card present


Excludes the following: Hotels/Car Rentals, Passenger Transport, Public Services, Emerging Markets, Quasi Cash, Utilities, Real Estate and Insurance Merchants

PSL Utilities


10% Authorization to transaction amount tolerance Settlement within 1 day of authorization/transaction

Card Types: U.S. Issued Consumer Core, Consumer Rewards, Consumer Premium, Premium Plus, Consumer Debit Limited to: Utility merchants

Non-Exempt Debit / Prepaid without Fraud Prevention adjustment

Regulated U.S. Card Issuer (including U.S. Territories) U.S. Merchant or U.S. Territory Settlement within 30 days of transaction

Card Types: Regulated U.S. Issued Debit, Prepaid, and Commercial Debit

Non-Exempt Debit / Prepaid with Fraud

Prevention Adjustment

Regulated U.S. Card Issuer (including U.S. Territories) – Certified Fraud-Prevention Standards

U.S. Merchant or U.S. Territory Settlement within 30 days of transaction

Card Types: Regulated U.S. (including U.S. Territories) Issued Debit, Prepaid, and Commercial Debit

PSL Real Estate


Settlement within 2 days of authorization/transaction

Card Types: U.S. Issued Consumer Core, Consumer Rewards, Consumer Premium, Premium Plus, Consumer Debit Limited to: Real Estate merchants

PSL Insurance


Settlement within 2 days of authorization/transaction Card Present and Card Not Present transactions are eligible

Card Types: U.S. Issued Consumer Core, Consumer Rewards, Consumer Premium, Premium Plus, Consumer Debit Limited to: Insurance merchants

Mid Submission Level




IQM MVD F12.2


Interchange Level Requirements for Interchange Level Limitations on Card Type and Industries 10% Authorization to transaction amount tolerance (20% for

Limousine/Taxicabs and Beauty/Barber Shops) Exempt from amount tolerance - Passenger Transport, Car Rentals,

Hotels, Passenger Railways, Steamship/Cruise Lines, Service Stations, Automated Fuel Dispensers, Eating Places and Restaurants Drinking Places (Alcoholic Beverages), Fast Food Restaurants

Settlement within 2 days of authorization/transaction, 7 days for Passenger Transport merchants.

Excludes the following: High Risk Direct Marketing Excludes the following for Premium and Premium Plus cards: Passenger Transport, Hotel/Car Rentals

Base Submission Level

• Settlement within 60 days of Authorization Card Types: U.S. Issued Consumer Core, Consumer Rewards, Consumer Premium, Premium Plus, Consumer Debit

Commercial Electronic



Exempt from amount tolerance - Passenger Transport, Car Rentals, Hotels, Passenger Railways, Steamship/Cruise Lines, Service Stations, Automated Fuel Dispensers, Eating Places and Restaurants Drinking Places (Alcoholic Beverages), Fast Food Restaurants

Acquirer Interchange Program Code must be included in Sales Data for the Card Sale

AVS request in authorization when Card Not Present (Excludes Emerging Markets, Insurance, Public Services, Hotels/Car Rentals, Passenger Transport)

Settlement within 7 days of authorization/transaction for Passenger Transport

Settlement within 2 days of authorization/transaction for Emerging Markets, Public Services and Utilities

Settlement within 1 day of authorization/transaction for all other merchant types

Card Types: U.S. Issued Commercial Credit

Commercial Utilities


10% Authorization to transaction amount tolerance Settlement within 1 day of authorization/transaction

Card Types: U.S. Issued Commercial Card Limited to: Utility merchants

Commercial Base Settlement within 30 days of Authorization Card Types: U.S. issued Commercial Card US Commercial Large

Ticket Sale amount must be greater than $5,000.00 Settlement within 2 days of the transaction date

Card Types: U.S. Issued Commercial Card

Limited to specific business-to-business MCCs International Base Must be an International Card Sale Card Types: Non U.S. Issued Consumer Core, Consumer Rewards, Consumer Premium,

Consumer Debit cards

International Electronic

Must be an International Card Sale Applicable Electronic Authorization Data must be included within

Settlement Record Must be magnetic swipe/contactless/chip read, Card Present

environment Settlement within 4 day of authorization/transaction POS Entry Mode must be present CVV Data must be present Not Subject to Transaction Amount Validation

Card Types: Non U.S. Issued Consumer Core, Consumer Rewards, Consumer Premium, Consumer Debit cards Excludes: High Risk Direct Marketing Merchants


IQM MVD F12.2

This summary is a compilation of documents received from Visa, MasterCard, and Discover. This summary is presented for the convenience of the reader and should not be used as a substitute for reference to the actual payment card brand releases, rules, and other official documents whenever necessary. FDMS shall not be responsible for any inaccurate or incomplete information. 2012 First Data Corporation. All Rights Reserved. All trademarks, service marks and trade names referenced in this material are the property of their respective owners. This document contains confidential and proprietary information of First Data Corporation. Review or distribution by individuals other than the intended recipients is strictly prohibited. This document, and any information contained herein, may not be copied, reproduced or distributed in any manner whatsoever without the express written consent of First Data Corporation.


IQM MVD F12.2

Network Fee Billing Tables for Visa Transactions

Fixed Acquirer Network Fee Billing Tables for Visa Transactions and Card Brand Pass Through Fees

*Table 1: Card Present (Excludes Fast Food MCC 5814) *Table 1A: High Volume MCC Merchants – Card Present¹

The monthly Fixed Acquirer Network Fee Billing amount is determined by the number of merchant locations actively accepting Visa transactions per Taxpayer ID, per Month. MCC MCC Descriptor

3000-3299, 4511 Airlines

Tiers No. of locations by MID

Price per location, per merchant (per month) 3300-3499, 7512 Auto Rental Table 1A Table 1B 3500-3999, 7011 Lodging

(High Volume MCCs) (All Other MCCs) 4411 Steamship/Cruise Lines 1-3 1-3 $2.90 $2.00 4829 Wire Transfer Money Order 4-6 4-10 $4.00 $2.90 5200 Home Supply Warehouse Stores 7-8 11-50 $5.00 $4.00 5300 Wholesale Clubs 9 51-100 $8.00 $6.00 5309 Duty Free Stores

10 101-150 $12.00 $8.00 5310 Discount Stores 11 151-200 $18.00 $10.00 5311 Department Stores 12 201-250 $25.00 $14.00 5411 Grocery Stores and Supermarkets 13 251-500 $35.00 $24.00 5511 Car and Truck Dealers/New /Used 14 501-1,000 $45.00 $32.00 5532 Automotive Tire Stores 15 1,001-1,500 $55.00 $40.00 5541 Service Stations 16 1,501-2,000 $65.00 $50.00 5542 Automated Fuel Dispensers 17 2,001-4,000 $75.00 $60.00 5651 Family Clothing Stores

18 >4,000 $85.00 $65.00 5655 Sports / Riding Apparel Stores

Maximum number of billable locations will be capped at 4,001 5712 Furniture / Equipment Stores 5732 Electronic Stores *Table 2: Fast Food (MCC 5814), Card Not Present (MOTO/ECI: 1-9), Merchant Aggregators 5912 Drugstores and Pharmacies

The Fixed Acquirer Network Fee Billing amount is based on Visa 5943 Stationary Stores monthly gross sales volume per Taxpayer ID, per Month. 7012 Timeshares

Tier Monthly Gross Sales Volume Fee per Month 7832 Motion Picture Theaters 1 < $50 $2.00 ¹MCC must have 50% or more in monthly card present volume. 2 $50 - $199 $2.90 3 $200 - $999 $5.00 Card Brand Pass Through Fees 4 $1,000 - $3,999 $7.00 Visa Zero Floor Limit $0.10 5 $4,000 - $7,999 $9.00 Visa U.S. Debit Transaction Integrity Fee $0.10 6 $8,000 - $39,999 $15.00 MasterCard Processing Integrity Fee $0.055 7 $40,000 - $199,999 $45.00 Discover International Service Fee 0.55% N/A to JCB and China Union Pay cards 8 $200,000 - $799,999 $120.00 Discover International Processing Fee 0.40% N/A to JCB and China Union Pay cards 9 $800,000 - $1,999,999 $350.00 Visa Misuse of Authorization $0.045

10 $2,000,000 - $3,999,999 $700.00 Visa Zero Verification $0.025 11 $4,000,000 - $7,999,999 $1,500.00 Partial Authorization Non-Participation Fee (MCC 5542) $0.01 12 $8,000,000 - $19,999,999 $3,500.00 MasterCard U.S. Account Status Inquiry Service Interregional Fee $0.03 13 $20,000,000 - $39,999,999 $7,000.00 MasterCard U.S. Account Status Inquiry Service Intraregional Fee $0.025 14 $40,000,000 - $79,999,999 $15,000.00 15 $80,000,000 - $399,999, 999 $30,000.00 16 ≥ $400,000,000 $40,000.00

*Visa Network CP / CNP Fee per Billing Tables 1A, 1B & 2 Confidential and Proprietary to First Data. The above referenced billing tables are provided as a courtesy. Information is subject to change.


NON-QUALIFIED INTERCHANGE RATE/FEE SCHEDULE

*Non-PIN Debit and Prepaid rates apply to U.S. issued consumer prepaid and debit cards (Check Cards)

2012 First Data Corporation. All Rights Reserved. All trademarks, service marks and trade names referenced in this material are the property of their respective owners. This document contains confidential and proprietary information of First Data Corporation. Review or distribution by individuals other than the intended recipients is strictly prohibited. This document, and any information contained herein, may not be copied, reproduced or distributed in any manner whatsoever without the express written consent of First Data Corporation. RSA.MVD.F12.2.003

RSA.MVD.F12.2.003 MOTO / INTERNET Page 1 of 8

Your Credit Card and Non-Pin Debit Card Transactions A significant amount of the Qualified Discount Rates that we charge you for processing your Credit Card and Non-PIN Debit Card transactions represents charges that we must pay to the Issuing Banks (or that are otherwise charged to us by MasterCard®, Visa®, and Discover® Network), under MasterCard, Visa, and Discover Network (the “Associations”) rules. This amount, called “Interchange,” varies based upon a complex series of interchange levels that may apply to the transaction depending upon a number of factors – such as the type of card presented, specific information contained in the transaction, how and when the transaction is processed, your industry, and other factors. The Qualified Discount Rates for MasterCard, Visa, and Discover Network as shown on your fee schedule are based on the assumption that your Credit Card and Non-PIN Debit Card transactions will qualify for the following interchange levels (your “Anticipated Interchange Levels”):

MasterCard: Merit I (Merit I E-Commerce) Visa: CPS Card Not Present

Discover Network: PSL Card Not Present/E-Commerce In order to qualify for your Anticipated Interchange Levels, you must satisfy certain qualification criteria established by MasterCard, Visa, and Discover Network. You may need special equipment, services or set-up to meet the requirements of your Anticipated Interchange Levels. Note that in some cases, transaction will downgrade to a more costly interchange level solely as a result of the type of card that is presented. For example, commercial cards will generally downgrade from most interchange categories. Also not that MasterCard, Visa and Discover Network regularly add new Interchange Programs, and change the rates and/or criteria of these programs. Non-Qualifying Transaction and Fees Each interchange level has an associated interchange fee that is established by MasterCard, Visa, or Discover Network. If a transaction does not satisfy all the qualification criteria for your Anticipated Interchange Level, then MasterCard, Visa or Discover Network will not process the transaction at the Anticipated Interchange Level. Instead, MasterCard, Visa or Discover Network will downgrade the transaction and process it at more costly interchange level for which it does qualify. This type of transaction is often referred to as a “non-Qualified Transaction.” We must pay the Issuing Bank any additional interchange costs associated with such Non-Qualifying Transaction, and those additional interchange costs will be passed on to you. For processing each Non-Qualified Transaction, you will be assessed the Qualified Discount Rate and an additional fee. The additional fee is made up of two components: (1) the Non-qualified Interchange Fee, which is the difference between the

interchange fee associated with the Anticipated Interchange Level and the interchange fee associated with the interchange level at which the transaction actually was processed; plus

(2) the Non-Qualified Surcharge – a surcharge fee, that amount of which is set

forth on your fee schedule. Non-Qualified Interchange Fee Schedule The schedule below shows the amount of the Non-Qualified Interchange Fee that will be assessed for each Non-Qualifying Transaction (in addition to the Non-Qualified Surcharge). The amount of the Non-Qualified Interchange Fee will depend on the type of transaction and the interchange level at which the transaction is ultimately processed. A description of the current interchange categories and their requirements is being provided to you along with this schedule (see the Interchange Qualification Matrix). The amount shown under “Rate” is multiplied by the amount of the transaction; the amount shown under “Per Item” is charged per transaction. Both amounts are additional interchange costs. Note that in some cases, either the rate or the per item charge will be negative for a given type of downgrade. Where this occurs, a downgrade will only be charged if the size of the transaction results in an interchange cost that is higher than the Anticipated Interchange.

The primary criteria for your Anticipated Interchange Levels are shown below:

Visa • Applicable Electronic Authorization Data must be included

within Settlement Record • Settlement within 1 day of transaction • Transaction date must be within 7 days of the Authorization

date • Authorization & Settlement amounts must match (1

authorization reversal permitted) • AVS request in authorization (healthcare, select developing

market, and utility excluded when ACI = R) • Merchant Order# in Settlement • Card Not Present Indicator • Customer Service Phone# in Settlement

MasterCard • Applicable Electronic Authorization Data must be included and

match Settlement Data • Settlement within 2 days of transaction, 8 days for Airlines • General ticket information required in settlement • 10% Authorization to transaction tolerance amount

Discover Network

• Applicable Electronic Authorization Data must be included

within Settlement Record • AVS request in authorization • Settlement within 1 day of authorization/transaction






Non-Qualified Fee Schedule – Visa CPS / Card Not Present / MasterCard Merit I (A) (Includes Visa E-Commerce Basic & MasterCard E-Commerce) / Discover Network CNP – E-Commerce

(Visa & MC – Excludes AFD, Passenger Transport) (Discover - Excludes Emerging Markets, Public Services, Utilities, Lodging, Car Rentals and Passenger Transport MCCs)

Refer to the Interchange Qualification Matrix for Clearing Requirements

MasterCard, Visa, and Discover Network levels and rates are not all inclusive. The most common clearing levels for this pricing type are listed below. For a complete list, call the number on your merchant statement.

Visa Credit (Card Not Present) Rate Per Item Visa Off-Line Debit* and Prepaid(Card Not Present) Rate Per

Item Standard 0.90% $0.00 Standard Debit/Prepaid 0.25% $0.10 Rewards 2 0.15% $0.00 EIRF Debit 0.10% $0.05 EIRF 0.50% $0.00 EIRF Prepaid 0.15% $0.05 Signature Card Standard 0.90% $0.00 CPS/Retail Key Entry (PP) 0.10% $0.05 Corporate Card Electronic (Non T&E) 0.95% $0.00 CPS/Account Funding (PP) 0.15% $0.05 Signature Card Electronic 0.50% $0.00 Interregional Premium Card (US) 0.45% -$0.10 Interregional Super Premium 0.62% -$0.10 Bus/Corp/Purch Card Level 2 0.25% $0.00 Business Card -B2B 0.30% $0.00 Business Card -CNP 0.45% $0.00 Business Card -Retail 0.40% $0.00 Corporate Card -B2B 0.30% $0.00 Corporate Card -CNP 0.40% $0.00 Corporate Card -Retail 0.30% $0.00 Purchase Card -Business-to-Business 0.60% $0.00 Purchase Card -CNP 0.85% $0.00 Purchase Card -Retail 0.60% $0.00 Purchase Card -Elect w/L3 Data 0.95% $0.00 Purchase Card Electronic 0.95% $0.00 Interregional Infinite (US) 0.62% -$0.10 Interregional Bus/Sig.Bus/Corp/Purch/Dist (US) 0.65% -$0.10 Interregional Signature (US) 0.45% -$0.10 Interregional Secure E-Comm (US) 0.09% -$0.10 Interregional E-Comm Merchant (US) 0.09% -$0.10 Interregional Standard (US) 0.25% -$0.10 Signature Preferred Card -B2B 0.30% $0.00 Signature Preferred Card -CNP 0.60% $0.00

Sig Pref Card -Retail 0.30% $0.00

Sig Pref Card -Elect 0.60% $0.00

Sig Pref Card -Standard 1.15% $0.00 Business Enhanced Card - Card Not Present 0.65% $0.05 Business Enhanced Card Retail 0.50% $0.00 Business Enhanced Card Business to Business 0.45% $0.00 Bus Enhanced/Signature Bus Card Standard 1.15% $0.10 Signature Business Card Business to Business 0.60% $0.00 Signature Business Card - Card Not Present 0.80% $0.10 Signature Business Card Retail 0.60% $0.00 Purchase Card Level 3 0.15% $0.00






MasterCard Credit (Merit I) Rate Per Item MasterCard Credit (Merit I) Rate Per Item

Standard 1.06% $0.00 Commercial Interregional Business 0.66% -$0.10 Interregional Standard Plus (US Acquirer) 0.26% -$0.10 Commercial Purchasing Interregional Purch 0.11% -$0.10 Convenience Purchases 0.01% -$0.10 Commercial Data Rate II Interregional Purch 0.76% -$0.10 World Card -Other 0.41% $0.00 Commercial Purchasing Interregional Purch 0.66% -$0.10 E-Comm Merch UCAF (US Loc) 0.10% -$0.10 Consumer Super Premium Electronic (US) 0.64% -$0.10 E-Comm Full UCAF (US Loc) 0.20% -$0.10 Consumer Super Premium Full UCAF (US) 0.64% -$0.10 Merit I Electronic Commerce 0.00% $0.00 Inter. Commercial Premium Standard US/SAMEA 0.66% -$0.10 Interregional Standard Plus -Diners 0.26% -$0.10 Inter. Consumer Premium Standard US/CAN 0.51% -$0.10 World MC Standard 1.06% $0.00 Inter. Consumer Premium Full UCAF US/CAN 0.51% -$0.10 World MC Merit 1 0.16% $0.00 Inter. Consumer Premium Electronic US/CAN 0.51% -$0.10 World MC Key-Entered 0.16% $0.00 Inter. Consumer Premium Merch UCAF US/CAN 0.51% -$0.10 World Elite Standard 1.36% $0.00 Inter. Commercial Premium Standard US/CAN 0.66% -$0.10 World Elite Merit I 0.61% $0.00 Inter. Consumer Premium Standard US/LAC 0.51% -$0.10 World Elite Key Entered 0.61% $0.00 Inter. Consumer Premium Full UCAF US/LAC 0.51% -$0.10 World Elite Merit III 0.31% $0.00 Inter. Consumer Premium Electronic US/LAC 0.51% -$0.10 World Elite Merchant UCAF 0.31% $0.00 Inter. Consumer Premium Merch UCAF US/LAC 0.51% -$0.10 World Elite Full UCAF 0.41% $0.00 Inter. Commercial Premium Standard US/LAC 0.66% -$0.10 World Elite-Other 0.86% $0.00 Inter. Consumer Premium Standard US/AP 0.51% -$0.10 High Value Merchant UCAF 0.31% $0.00 Inter. Consumer Premium Full UCAF US/AP 0.51% -$0.10 High Value Full UCAF 0.41% $0.00 Inter. Consumer Premium Electronic US/AP 0.51% -$0.10 High Value Standard 1.36% $0.00 Inter. Consumer Premium Merchant UCAF US/AP 0.51% -$0.10 High Value Merit I 0.61% $0.00 Inter. Commercial Premium Standard US/AP 0.66% -$0.10 High Value Key-Entered 0.61% $0.00 Inter. Consumer Premium Standard US/EU 0.51% -$0.10 High Value Merit III 0.31% $0.00 Inter. Consumer Premium Full UCAF US/EU 0.51% -$0.10 Enhanced Standard 1.06% $0.00 Inter. Consumer Premium Electronic US/EU 0.51% -$0.10 Enhanced Merit I 0.15% $0.00 Inter. Consumer Premium Merchant UCAF US/EU 0.51% -$0.10 Enhanced Key Entered 0.15% $0.00 Inter. Consumer Premium Standard US/SAMEA 0.51% -$0.10 Commercial Data Rate I Bus 0.76% $0.00 Inter. Consumer Premium Full UCAF US/SAMEA 0.51% -$0.10 Commercial Data Rate II Bus 0.31% $0.00 Inter. Consumer Premium Electronic US/SAMEA 0.51% -$0.10 Commercial Data Rate I Corp 0.76% $0.00 Inter. Consumer Prem Merch UCAF US/SAMEA 0.51% -$0.10 Commercial Data Rate II Corp 0.21% $0.00 Consumer Super Premium Merchant UCAF (US) 0.64% -$0.10 Commercial Standard -Bus 1.06% $0.00 Consumer Super Premium Standard (US) 0.64% -$0.10 Commercial Standard Corp 1.06% $0.00 Consumer Super Premium Acquirer Chip (US) 0.64% -$0.10 Commercial Standard Purch 1.06% $0.00 Consumer Super Premium Issuer Chip (US) 0.64% -$0.10 Commercial Face to Face Fleet at Non Fuel 0.61% $0.00 World Elite Commercial Standard Bus 1.28% $0.00 Commercial Data Rate I Fleet at Non Fuel 0.76% $0.00 World Elite Commercial Data Rate III Bus 0.13% $0.00 Commercial Data Rate II Fleet at Non Fuel 0.61% $0.00 Electronic Payment Account Data Rate II 0.51% $0.00 Commercial Data Rate I Purch 0.76% $0.00 Electronic Payment Account Data Rate I 0.76% $0.00 Commercial Data Rate II Purch 0.21% $0.00 Business Enhanced Value Data Rate I 0.88% $0.00 Business Enhanced Value Data Rate III 0.03% $0.00 Business Enhanced Value Data Rate II 0.43% $0.00 Business Enhanced Value Standard 1.18% $0.00 World Commercial Standard Bus 1.23% $0.00

World Commercial Data Rate III Bus 0.08% $0.00 MasterCard Off-Line Debit* and Prepaid (Merit I) Rate Per

Item World Commercial Data Rate II Bus 0.48% $0.00 Standard - DEBIT 0.30% $0.10 Commercial Data Rate III Purch 0.01% $0.00 Merit I – Prepaid 0.16% $0.05 World Elite Data Rate III Corp 0.01% $0.00 Key Entered – Prepaid 0.16% $0.05 World Commercial Data Rate I Bus 0.93% $0.00 Commercial Data Rate III Corp 0.01% $0.00 World Elite Commercial Standard Bus 1.28% $0.00 World Elite Commercial Data Rate III Bus 0.13% $0.00 World Elite Commercial Data Rate II Bus 0.53% $0.00 World Elite Commercial Data Rate I Bus 0.98% $0.00 World Elite Commercial Standard Corp 1.06% $0.00 World Elite Commercial Data Rate II Corp 0.21% $0.00 World Elite Commercial Data Rate I Corp 0.76% $0.00 World Commercial Standard Corp 1.06% $0.00 World Commercial Data Rate II Corp 0.21% $0.00 World Commercial Data Rate I Corp 0.76% $0.00






Discover Network Credit (CNP /E-Commerce) Rate Per Item Discover Network Debit (CNP/E-Commerce) Rate Per Item PSL -Card Not Present/E-commerce Rewards 0.10% $0.00 Mid Submission Level Debit 0.10% $0.04

PSL -Key Entry Rewards 0.10% $0.00 Base Submission Level Debit 0.27% $0.09 Mid Submission Level Rewards 0.53% $0.00 Base Submission Level Rewards 1.08% $0.00 PSL -Card Not Present/E-commerce Premium 0.13% $0.00 PSL -Key Entry Premium 0.13% $0.00 Mid Submission Level Premium 0.53% $0.00 Base Submission Level Premium 1.08% $0.00 Commercial Electronic -All Others 0.43% $0.00 Commercial Base 1.08% $0.00 Mid Submission Level Core 0.53% $0.00 Base Submission Level Core 1.08% $0.00 PSL -Card Not Present/E-commerce (Prem Plus) 0.48% $0.00 PSL -Key Entry (Premium Plus) 0.28% $0.00 Mid Submission Level (Premium Plus) 0.53% $0.00 Base Submission Level (Premium Plus) 1.08% $0.00

Requirements for Interchange Levels: The attached Interchange Qualification Matrix identifies the requirements for the various different interchange levels established by MasterCard, Visa and Discover Network, including those described above. Please refer to the Interchange Qualification Matrix to determine the interchange category for which a transaction may qualify.

Additional Information Regarding Your Discount Rates and Non-Qualified Transactions: For more information regarding your Discount Rates and Non-Qualified Transaction, please call Customer Service.






Pin Debit Card Transactions The PIN Debit fees set forth in your fee schedule reflect only the amount we charge you for processing your PIN Debit transactions to a PIN Debit Network. The PIN Debit Networks also charge interchange and switch fees (in addition to the fees reflected on your fee schedule). You are responsible for paying these interchange and switch fees. A schedule of the fees charged by the various PIN Debit Networks is included below. PIN Debit Networks change their rates regularly. You may call the Customer Service number shown on your monthly statement for recent updates. Interchange and switch fees vary by PIN Debit Network. The PIN Debit Network used to process your transaction will depend upon, among other things, the availability of the network at the time of the transaction, whether a particular PIN Debit Card is enabled for a particular network and the routing requirements established by the networks and the card issuers. We may, at our sole discretion, utilize any PIN Debit Network available to us for a given transaction.

PIN DEBIT INTERCHANGE AND SWITCH FEES The fees in this table (or as more recently published by the Debit Networks) will be passed on to you and charged in addition to the processing fees paid to us and

identified on your Fee Schedule. The amount charged for Interchange, which is paid to the banks that issued the Debit Cards, will be the lesser of (a) the face amount of the transaction multiplied by the percentage rate reflected in the Interchange Fee column plus any fix transaction amount, and (b) the Cap, if a Cap is set. Switch

fees, which are paid to the PIN Debit Network, will be charged to addition to the Interchange Fee and the debit processing fee. PIN DEBIT

INTERCHANGE NETWORK

INTERCHANGE LEVEL/INDUSTRY INTERCHANGE FEES CAP ON INTERCHANGE

NETWORK SECURITY

FEE SWITCH FEE

ACCEL

QSR (MCC 5814) 0.95% OF GROSS TRANS AMT + $0.15 (NONE) (NONE) $0.04

SUPERMARKET (MCC 5411, 5300) $0.25 (NONE) (NONE) $0.04 PETROLEUM (MCC 5541, 5542) 0.80% OF GROSS TRANS AMT +

$0.10 $0.95 (NONE) $0.04

RETAIL (ALL OTHER MCCS) 0.85% OF GROSS TRANS AMT + $0.10 (NONE) (NONE) $0.04

REGULATED TRANSACTIONS 0.05% + $0.21 + $0.01* (NONE) (NONE) $0.04

ACCEL ADVANTAGE


SUPERMARKET (MCC 5411, 5300) $0.355 (NONE) (NONE) $0.04 PETROLEUM (MCC 5541, 5542) 0.85% OF GROSS TRANS AMT +

$0.175 (NONE) (NONE) $0.04



AFFN

QSR (MCC 5814) 1.25% OF GROSS TRANS AMT + $0.125 $0.45 (NONE) $0.035

SUPERMARKET (MCC 5411, 5300) $0.20 (NONE) (NONE) $0.035 NATIONAL/MAJOR MERCHANTS

(MCC 5541, 5912, 9399, 5310, 5499, 5542, 7511, 9402)

0.60% OF GROSS TRANS AMT + $0.10 $0.50 (NONE) $0.035

RETAIL (ALL OTHER MCCS) 0.75% OF GROSS TRANS AMT + $0.15 $0.80 (NONE) $0.035


ALASKA OPTION

SUPERMARKET (MCC 5411, 5300)

(NO REGULATED CARD ISSUERS) $0.14 (NONE) (NONE)

$0.08

PETROLEUM (MCC 5541, 5542, 5172, 7538)

(NO REGULATED CARD ISSUERS) $0.23

(NONE) (NONE) $0.08

RETAIL (ALL OTHER MCCS)

(NO REGULATED CARD ISSUERS) $0.23 (NONE) (NONE) $0.08

CREDIT UNION 24 (CU24)

QSR (5814, 5812) 1.25% OF GROSS TRANS AMT + $0.03 $0.70 (NONE) $0.03

SUPERMARKET (5411, 5300) $0.275 (NONE) (NONE) $0.03

PETROLEUM (5541, 5542) 0.75% OF GROSS TRANS AMT + $0.18 $9.99 (NONE) $0.03

RETAIL (ALL OTHER MCCS) 0.85% OF GROSS TRANS AMT + $0.16 $0.80 (NONE) $0.03

ALL REGULATED TRANSACTIONS 0.05% + $0.21 (NONE) (NONE) $0.03






PIN DEBIT

INTERCHANGE NETWORK

INTERCHANGE LEVEL/INDUSTRY INTERCHANGE FEES CAP ON INTERCHANGE

NETWORK SECURITY

FEE SWITCH FEE

INTERLINK (INCLUDING

PAVD)

SUPERMARKET (MCC 5411) $0.30 (INCLUDING CASH BACK) (NONE) (NONE)

0.08% + $0.0225 (MAX.

$0.035)

PETROLEUM (MCC 5541, 5542) 0.80% OF GROSS TRANS AMT + $0.15

$0.95

(NONE)

0.08% + $0.0225 (MAX.

$0.035)

RETAIL (ALL OTHER MCCS) 0.80% OF GROSS TRANS AMT + $0.15 (NONE) (NONE)

0.08% + $0.0225 (MAX.

$0.035)

ALL REGULATED TRANSACTIONS 0.05% + $0.21 + $0.01* (NONE) (NONE) 0.08% +

$0.0225 (MAX. $0.035)

TRAVEL SERVICE (MCC 3000 TO 3999, 4112, 4411, 4511, 4722, 5812, 5814, 7011

& 7512)

1.19% + $0.10 (INCLUDING CASH BACK) (NONE) (NONE)

0.08% + $0.0225 (MAX.

$0.035)

BUSINESS DEBIT 1.70% + $0.10 (NONE) (NONE) 0.08% + $0.0225

(MAX. $0.035)

INTERLINK PREPAID

(INCLUDING PAVD)

SUPERMARKET (MCC 5411) 1.15% OF GROSS TRANS AMT + $0.15 $0.35 (NONE)

0.08% + $0.0225

(MAX. $0.035)

PETROLEUM (MCC 5541, 5542) 1.15% OF GROSS TRANS AMT + $0.15 $0.95 (NONE)

0.08% + $0.0225

(MAX. $0.035)

RETAIL (ALL OTHER MCCS) 1.15% OF GROSS TRANS AMT + $0.15 (NONE) (NONE)

0.08% + $0.0225

(MAX. $0.035)

ALL REGULATED TRANSACTIONS 0.05% + $0.21 + $0.01* (NONE) (NONE) 0.08% + $0.0225

(MAX. $0.035) TRAVEL SERVICE (MCC 3000 TO 3999, 4112, 4411, 4511, 4722, 5812, 5814, 7011

& 7512)

1.15% OF GROSS TRANS AMT + $0.15

(INCLUDING CASH BACK) (NONE) (NONE)

0.08% + $0.0225 (MAX.

$0.035)

JEANIE

QSR (MCC 5814) 1.25% OF GROSS TRANS AMT +

$0.15 (INCLUDING CASH BACK)

(NONE) (NONE) $0.040

SUPERMARKET (MCC 5411, 5300) $0.218 (NONE) (NONE) $0.055

RETAIL (ALL OTHER MCCS) 0.75% OF GROSS TRANS AMT +



ALL REGULATED TRANSACTIONS 0.05% + $0.21 + $0.01* (INCLUDING CASH BACK) (NONE) (NONE) $0.055

JEANIE PREFERRED








ALL REGULATED TRANSACTIONS 0.05% + $0.21 + $0.01* (INCLUDING CASH BACK) (NONE) (NONE) $0.055

MAESTRO

QSR (MCC 5499, 5541, 5542, 5814, 7832) 0.75% OF GROSS TRANS AMT + $0.17 $0.95 (NONE) $0.025

SUPERMARKET/WAREHOUSE (MCC 5411, 5300)

1.05% OF GROSS TRANS AMT + $0.15 $0.35 (NONE) $0.025


ALL REGULATED TRANSACTIONS 0.05% + $0.21 + $0.01* (NONE) (NONE) $0.025






PIN DEBIT INTERCHANGE

NETWORK INTERCHANGE LEVEL/INDUSTRY INTERCHANGE FEES

CAP ON INTERCHANGE

NETWORK SECURITY

FEE SWITCH FEE

NETS

QSR (MCC 5814) 1.00% OF GROSS TRANS AMT + $0.05 $0.20 (NONE) $0.04


PETROLEUM (MCC 5541, 5542) 0.80% OF GROSS TRANS AMT + $0.11 $0.95 (NONE) $0.04



NYCE


$0.03 (NONE) $0.005 $0.0425

SUPERMARKET (MCC 5411 & 5300) $0.24 (NONE) $0.005 $0.0425

PETROLEUM (MCC 5541, 5542) 0.70% OF GROSS TRANS AMT +

$0.12 $0.85 $0.005 $0.0425

SMALL TICKET (MCC 5310) 1.30% OF GROSS TRANS AMT + $0.03

(NONE) $0.005 $0.0425

RETAIL (ALL OTHER MCCS) 0.75% OF GROSS TRANS AMT + $0.12 (NONE) $0.005 $0.0425

REGULATED TRANSACTIONS < $15.00 1.00% + $0.025 (NONE) $0.005 $0.0425

REGULATED TRANSACTIONS > or = $15.00 0.05% + $0.21 + $0.01* (NONE) $0.005 $0.0425

NYCE PREMIER ISSUER

QSR (MCC 5814) 1.30% OF GROSS TRANS AMT + $0.03 (NONE) $0.005 $0.0425

SUPERMARKET (MCC 5411 & 5300) $0.29 (NONE) $0.005 $0.0425

PETROLEUM (MCC 5541, 5542) 0.75% OF GROSS TRANS AMT +

$0.15 $0.90 $0.005 $0.0425


$0.13 (NONE) $0.005 $0.0425

SMALL TICKET (MCC 5310) 1.30% OF GROSS TRANS AMT + $0.03

(NONE) $0.005 $0.0425

ALL REGULATED TRANSACTIONS 0.05% + $0.21 + $0.01* (NONE) $0.005 $0.0425

PULSE PAY

SUPERMARKET (MCC 5411) $0.26 (NONE) $0.005 $0.085

PETROLEUM (MCC 5541, 5542) 0.80% OF GROSS TRANS AMT + $0.11 $0.95 0.01% $0.085

RETAIL 0.85% OF GROSS TRANS AMT + $0.13 (NONE) 0.01% $0.085

SMALL TICKET 1.55% OF GROSS TRANS AMT (NONE) 0.01% $0.085

ALL REGULATED TRANSACTIONS 0.05% + $0.21 + $0.01* (NONE) 0.01% $0.085






PIN DEBIT INTERCHANGE

NETWORK INTERCHANGE LEVEL/INDUSTRY INTERCHANGE FEES

CAP ON INTERCHANGE

NETWORK SECURITY

FEE SWITCH FEE

PULSE PAY CHOICE

SUPERMARKET (MCC 5411) $0.35 (NONE) $0.005 $0.085

PETROLEUM (MCC 5541, 5542) 0.80% OF GROSS TRANS AMT + $0.16 $1.00 0.01% $0.085

RETAIL 0.85% OF GROSS TRANS AMT + $0.18 (NONE) 0.01% $0.085

SMALL TICKET 1.55% OF GROSS TRANS AMT + $0.02 (NONE) 0.01% $0.085

ALL REGULATED TRANSACTIONS 0.05% + $0.21 + $0.01* (NONE) 0.01% $0.085

SHAZAM


SUPERMARKET (MCC 5411, 5300) 0.90% OF GROSS TRANS AMT + $0.16 $0.35 (NONE) $0.065

PETROLEUM (MCC 5541, 5542) 0.80% OF GROSS TRANS AMT + $0.13 (NONE) (NONE) $0.065


SMALL TICKET (MCCS 4111, 7523, 5994, 7211, 7338, 7542, 7832, 7841, 5499,

5814)

1.25% OF GROSS TRANS AMT + $0.05 (NONE) (NONE) $0.065


STAR



(NONE) $0.01 $0.0325

SUPERMARKET (MCC 5411) $0.275 (INCLUDING CASH BACK) (NONE) $0.01 $0.0325

PETROLEUM (MCC 5541, 5542) 0.80% OF TRAN AMT + $0.13 (INCLUDING CASH BACK) (NONE) $0.01 $0.0325



(NONE) $0.01 $0.0325

SMALL TICKET (MCC 4111, 7523, 5994, 7211, 7338, 7542, 7832, 7841, 5499, 5814)

TRANS AMT < OR = $10 1.25% + $0.15

TRANS AMT > $10.01


(NONE) $0.01 $0.0325

MEDICAL RETAILERS

TRANS AMT < OR = $15 1.20% + $0.20

TRANS AMOUNT > $15.01


(NONE) $0.01 $0.0325

ALL REGULATED TRANSACTIONS 0.05% + $0.21 + $0.01* (NONE) $0.01 $0.0325

STAR PREFERRED



(NONE) $0.01 $0.0325

SUPERMARKET (MCC 5411) $0.35 (INCLUDING CASH BACK) (NONE) $0.01 $0.0325

PETROLEUM (MCC 5541, 5442) 0.80% OF TRANS AMT + $0.205 (INCLUDING CASH BACK) (NONE) $0.01 $0.0325



(NONE) $0.01 $0.0325

SMALL TICKET (MCC 4111, 7523, 5994, 7211, 7338, 7542, 7832, 7841, 5499)

TRANS AMOUNT < OR = $10 1.25% OF TRANS AMT + $0.225

(INCLUDING CASH BACK)

TRANS AMOUNT > $10.01 0.80% OF GROSS TRANS AMT +

$0.26

(NONE) $0.01 $0.0325

ALL REGULATED TRANSACTIONS 0.05% + $0.21 + $0.01* (NONE) $0.01 $0.0325 *Note: For Regulated transactions, the $0.01 Fraud Adjustment amount is only billed when the Issuer registers with the Network to collect this adjustment. ** Note: For Pulse Pay regulated transactions, the fee will be assessed at whichever rate is less.


Program Terms and Conditions(Program Guide)


EMPSWells(SNAP)1505

PREFACE

Thank you for selecting us for your payment processing needs. Accepting numerous payment options provides a convenience to yourcustomers, increases your customers’ ability to make purchases at your establishment, and helps speed payment to your account.

These Program Terms and Conditions (“the Program Guide”) presents terms governing the acceptance of Visa,® MasterCard® andDiscover® Network Credit Card and Non-PIN Debit Card payments. The Program Guide also includes provisions applicable toAmerican Express® and Non-Bank Services. References to American Express in this Program Guide refer to the American ExpressOnePoint Program unless otherwise indicated. Your Merchant Processing Application will indicate the types of payments and Servicesyou have elected to accept.

This Program Guide, your Merchant Processing Application and the schedules thereto (collectively, the “Agreement”), including,without limitation, the Interchange Qualification Matrix and one of the following Interchange Schedules, as applicable to yourpricing method as set forth in the Merchant Processing Application, contains the terms and conditions under which Processorand/or Bank and/or other third parties, such as TeleCheck for check services, and TRS for collection services, will provideservices to you. We will not accept any alterations or strike-outs to the Program Guide and, if made, any such alter ations orstrike-outs shall not apply. Please read this Program Guide completely as it contains important information.

You acknowledge that all Services referenced in the Agreement may not be available to you.

IMPORTANT INFORMATION ABOUT BANK’S RESPONSIBILITIES:

Discover Network Card Transactions, American Express Card Transactions and Non-Bank Services are not provided to youby Bank, but are provided by Processor and/or third parties.

The provisions of this Agreement regarding Discover Network Card Transactions, American Express Card Transactions andNon-Bank Services constitute an agreement solely between you and Processor and/or third parties. Bank is not a party to thisAgree ment insofar as it relates to Discover Network Card Transactions, American Express Card Transactions and Non-BankServices, and Bank is not responsible, and shall have no liability, to you in any way with respect to Discover Network CardTransactions, 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 to accept Cards,you should be aware that you are also accepting these risks.

Visa U.S.A., Inc. (“Visa”) MasterCard Worldwide (“MasterCard”), DFS Services LLC (“Discover Network”), and American ExpressCompany, Inc. (“American Express”) are payment card networks that electronically exchange Sales Drafts and Chargebacks for Cardsales and Credits. Sales Drafts are elec tron ically transferred from banks (in the case of MasterCard and Visa transactions) or networkacquirers (in the case of Discover Network transactions) that acquire them from merchants such as yourself through the appropriateCard Organization, to the Issuers. These Issuers then bill their Cardholders for the transactions. The Card Organizations charge theAcquirers interchange fees and assessments for submitting transactions into their systems. A substantial portion of the Discount Rateor Transaction Fees that you pay will go toward these fees and assessments.

In order to speed up the payment process, the Issuer transfers the funds back through the Card Organization to the Acquirer at approx -imately the same time that the Issuer receives the electronic Sales Drafts. Even though the payments under this system are madesimultaneously, all payments made through the Card Organizations are conditional and subject to reversals and adjustments.

Each Card Organization has developed Card Organization Rules that govern their Acquirers and Issuers and the procedures, responsi -bilities and allocation of risk for this process. Merchants are also bound by Card Organization Rules. The Card Organ ization Rules andapplicable laws give Cardholders and Issuers certain rights to dispute transactions, long after pay ment has been made to the merchant,including Chargeback rights.

We do not decide what transactions are charged back and we do not control the ultimate resolution of the Chargeback. While we canattempt to reverse a Chargeback to the Issuer, we can only do so if the Issuer agrees to accept it or the Card Organization requires theIssuer to do so after a formal appeal process. Sometimes, your customer may be able to successfully charge back a Card transaction eventhough you have provided your goods or services and are otherwise legally entitled to payment from your customer. While you maystill be able to pursue claims directly against that customer, neither we nor the Issuer will be responsible for such transactions.

You will be responsible for all Chargebacks and adjustments associated with the transactions that you submit for processing.

Please refer to the Glossary for capitalized terms used in the Agreement, including this Preface (if not defined above).


EMPSWells(SNAP)1505

EMPSWells(SNAP)1505 PART I: CONFIRMATION PAGE

Print Client’s Business Legal Name: __________________________________________________________________________________________________________

By my signature on this Confirmation Page, I acknowledge that I have reviewed and agree to the terms of the complete Merchant Processing Application,Program Guide consisting of 63 pages (including this Confirmation Page), Interchange Qualification Matrix (Version IQM.MVD.S12.1), and InterchangeSchedule (collectively the “Agreement”) all of which have been made available to me through the Docusign™ Electronic Signature System and that aweb link has been sent (or will be sent) to my e-mail indicated in the Merchant Processing Application which I can use to access and print or save a copyof each of these documents that constitute the Agreement. I acknowledge that I have executed the Agreement using an electronic signature processand that my signature reflects my agreement to be bound to the terms and conditions set forth in the Agreement. I further acknowledge that I havereceived a hard copy of the documents that constitute the Agreement. I understand that I should not sign this Confirmation Page unless and until I havereviewed each section of the Agreement to my satisfaction. I understand that no sales representative is authorized to make any verbal or writtenmodification of the Agreement or this Confirmation Page.

NO ALTERATIONS OR STRIKE-OUTS TO THE PROGRAM GUIDE WILL BE ACCEPTED.

Client’s Business Principal: Signature (Please sign below) :

X ____________________________________________________________ ____________________________________ ________________Title Date

_______________________________________________________________________________Please Print Name of Signer

PROCESSOR Name: __________________________________________________________________________________________________________________INFORMATION:

Address: ________________________________________________________________________________________________________________

URL: _______________________________________________________________ Customer Service #: ________________________________

Please read the Program Guide in its entirety. It describes the terms under which we will provide merchant processing Services to you.

From time to time you may have questions regarding the contents of your Agreement with Bank and/or Processor or the contents of your Agreementwith TeleCheck and/or its affiliate, TRS. The following information summarizes portions of your Agreement in order to assist you in answering some ofthe questions we are most commonly asked.

First Data Merchant Services

1307 Walt Whitman Road, Melville, NY 11747

www.firstdata.com 1-877-273-8191

Important Member Bank Responsibilities:

a) The Bank is the only entity approved to extend acceptance of CardOrganization products directly to a Merchant.

b) The Bank must be a principal (signer) to the Merchant Agreement.

c) The Bank is responsible for educating Merchants on pertinent Visaand MasterCard rules with which Merchants must comply; but thisinformation may be provided to you by Processor.

d) The Bank is responsible for and must provide settlement funds tothe Merchant.

e) The Bank is responsible for all funds held in reserve that are derivedfrom settlement.

Important Merchant Responsibilities:

a) Ensure compliance with Cardholder data security and storage requirements.

b) Maintain fraud and Chargebacks below Card Organization thresholds.

c) Review and understand the terms of the Merchant Agreement.

d) Comply with Card Organization rules.

e) Retain a signed copy of this Disclosure Page.

f) You may download “Visa Regulations” from Visa’s website at:http://usa.visa.com/merchants/operations/op_regulations.html

g) You may download “MasterCard Regulations” from MasterCard’s website at:http://www.mastercard.com/us/merchant/support/rules.html

1. Your Discount Rates are assessed on transactions that qualify for certainreduced interchange rates imposed by MasterCard and Visa. Any transac tionsthat fail to qualify for these reduced rates will be charged an additional fee (seeSection 18 of the Pro gram Guide).

2. We may debit your bank account from time to time for amounts owed tous under the Agreement.

3. There are many reasons why a Chargeback may occur. When they occurwe will debit your settlement funds or settlement account. For a more detaileddis cussion regarding Chargebacks see Section 10 of Card Process ing OperatingGuide or see the applicable provisions of the TeleCheck Services Agreement.

4. If you dispute any charge or funding, you must notify us within 60 days ofthe date of the statement where the charge or funding appears for Card Pro -cess ing or within 30 days of the date of a TeleCheck transaction.

5. The Agreement limits our liability to you. For a detailed descrip tion of thelimitation of liability see Section 20 of the Card Processing General Terms; orSec tions 1.23 and 8.11 of the Tele Check Services Agree ment; or Section 1.36 ofthe TRS Services Agreement.

6. We have assumed certain risks by agreeing to provide you with Card pro -cessing or check services. Accordingly, we may take certain actions to mitigateour risk, including termination of the Agreement, and/or hold monies otherwisepayable to you (see Card Processing General Terms in Section 23, Term; Eventsof Default and Section 24, Reserve Account; Security Interest), (see TeleCheck /TRS Services Agree ment in Sections 1.1, 1.3.2, 1.3.9, 1.5.2, 1.5.7, 1.7.2, 1.7.10,1.8.2, 1.8.8, 1.9.3, 1.9.5, 1.10.3, 1.10.4, 1.11.3, 1.11.9, 1.12.2, and 1.12.7) (seeSection 8.4 of the TRS Services Agree ment), under cer tain circumstances.

7. By executing this Agreement with us you are authorizing us and ourAffiliates to obtain financial and credit information regarding your busi ness andthe signers and guar antors of the Agreement until all your obliga tions to us andour Affiliates are satisfied.

8. The Agreement contains a provision that in the event you termi nate theAgree ment early, you will be responsible for the payment of an early termi -nation fee as set forth in Part IV, A.3 under “Additional Fee Infor mation” andSection 1.45 of the TeleCheck /TRS Services Agreement.

9. If you lease equipment from Processor, it is important that you review Sec -tion 1 in Third Party Agreements. Bank is not a party to this Agreement. THISIS A NON-CANCEL ABLE LEASE FOR THE FULL TERM INDICATED.

10. Card Organization Disclosure

Visa and MasterCard Member Bank Information: Wells Fargo Bank N.A.

The Bank’s mailing address is 1200 Montego Way, Walnut Creek, CA 94598, and its phone number is (925) 746-4143.


EMPSWells(SNAP)1505

TABLE OF CONTENTS

PART I: CONFIRMATION PAGE

PART II: CARD SERVICESA. Operating Procedures

1. MasterCard, Visa, Discover Network and American Express Card Acceptance. . . . . 61.1. Card Descriptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61.2. Effective / Expiration Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71.3. Valid Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71.4. Users Other Than Cardholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71.5. Special Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71.6. Delayed Delivery or Deposit Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71.7. Recurring Transaction and Preauthorized Order Regulations . . . . . . . . . . . . . 71.8. Certain Rules and Requirements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71.9. Card Acceptance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81.10. Deposits of Principals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81.11. Merchants in the Lodging Industry. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81.12. Customer Activated Terminals and Self-Service Terminals. . . . . . . . . . . . . . . . 81.13. Displays and Advertising. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81.14. Cash Payments by and Cash Disbursements to Cardholders . . . . . . . . . . . . . . 91.15. Discover Network Cash Over Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . 91.16. Telecommunication Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

2. Suspect Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93. Completion of Sales Drafts and Credit Drafts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

3.1. Information Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93.2. Mail /Telephone/Internet (Ecommerce) and Other Card Not Present Sales. . . 103.3. Customer Service Telephone Numbers for Cards Other Than

MasterCard, Visa and Discover Network . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104. Data Security. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

4.1. Payment Card Industry Data Security Standards (PCI DSS). . . . . . . . . . . . . . . 104.2. Data Security Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114.3. Compliance Audits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114.4. Immediate Notice Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114.5. Investigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114.6. Required Information for Discover Network Security Breaches . . . . . . . . . . . . 114.7. Merchant Providers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114.8. Noncompliance Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114.9. Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

5. Authorizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115.1. Card Not Present Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125.2. Authorization via Telephone (Other Than Terminal /Electronic Device Users) 125.3. Authorization via Electronic Devices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125.4. Third Party Authorization System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125.5. Automated Dispensing Machines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125.6. Pre-Authorization for T&E (Travel & Entertainment) and

Restaurant Merchants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125.7. Discover Network Procedure for Request for Cancellation of Authorization. . 135.8. Partial Authorization and Authorization Reversal . . . . . . . . . . . . . . . . . . . . . . 13

6. Submission/Deposit of Sales Drafts and Credit Drafts . . . . . . . . . . . . . . . . . . . . . . . . 136.1. Submission of Sales for Merchants Other Than Your Business . . . . . . . . . . . . . 136.2. Timeliness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136.3. Electronic Merchants: Daily Batching Requirements & Media Submission . . . 13

7. Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138. Refunds/Exchanges (Credits) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

8.1. Refunds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138.2. Exchanges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

9. Retention of Records for Retrievals and Chargebacks . . . . . . . . . . . . . . . . . . . . . . . . 149.1. Retain Legible Copies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149.2. Provide Sales and Credit Drafts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

10. Chargebacks, Retrievals and Other Debits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1410.1. Chargebacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1410.2. Other Debits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1610.3. Summary (Deposit) Adjustments/Electronic Rejects . . . . . . . . . . . . . . . . . . . . 1610.4. Disputing Other Debits and Summary Adjustments. . . . . . . . . . . . . . . . . . . . . 16

11. Account Maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1611.1. Change of Settlement Account Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1611.2. Change in Your Legal Name or Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1611.3. Change in Company DBA Name, Address or Telephone/Facsimile Number. . 1611.4. Other Changes in Merchant Profile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1611.5. Charges for Changes to Account Maintenance . . . . . . . . . . . . . . . . . . . . . . . . . 16

12. Card Organization Monitoring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1613. Supplies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

B. Card General Terms 14. Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1715. Operating Procedures; Card Organization Rules and Compliance . . . . . . . . . . . . . . 1716. Settlement of Card Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1717. Exclusivity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1718. Fees; Adjustments; Collection of Amounts Due . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1719. Chargebacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1820. Representations; Warranties; Covenants; Limitations on Liability;

Exclusion of Consequential Damages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1821. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1822. Assignments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1923. Term; Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1924. Reserve Account; Security Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1925. Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2026. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2027. Special Provisions Regarding Non-Bank Cards. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2028. Special Provisions for PIN Debit Card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2129. Special Provisions Regarding EBT Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2230. Special Provisions Regarding Wireless Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2331. Special Provisions Regarding Gift Card Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2432. Terms of Equipment Purchase or Rental. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2633. Special Provisions Regarding TransArmor Services . . . . . . . . . . . . . . . . . . . . . . . . . 2734. Special Provisions Regarding Fraud Detection Services . . . . . . . . . . . . . . . . . . . . . . 2835. Special Provisions Regarding Buyer Initiated Payments . . . . . . . . . . . . . . . . . . . . . . 2936. Special Provisions Regarding Global Gateway e4 Services . . . . . . . . . . . . . . . . . . . . 2937. Choice of Law; Venue; Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3138. Other Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3139. Glossary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

PART III: Third Party AgreementsEquipment Lease Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35Agreement For American Express Card Acceptance – American Express OnePoint Program. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37Website Essentials Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

TeleCheck Services Agreement• Terms Applicable to ALL TeleCheck Services (Preamble, Sections 1.1 – 1.2) . . . . . . 44• TeleCheck Electronic Check Acceptance® (ECA®) Warranty Service (Section 1.3). . . 44• TeleCheck Paper Warranty Service (Section 1.4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46• TeleCheck ECA Verification Service (Section 1.5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47• TeleCheck Paper Verification Service (Section 1.6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48• TeleCheck Lockbox Warranty Service (Section 1.7) . . . . . . . . . . . . . . . . . . . . . . . . . . . 48• TeleCheck Lockbox Verification Service (Section 1.8) . . . . . . . . . . . . . . . . . . . . . . . . . 49• TeleCheck Internet Check Acceptance® Service (ICA®), Checks By PhoneSM

Service (CBPSM) and Warranty Service (Section 1.9) . . . . . . . . . . . . . . . . . . . . . . . . . . . 50• TeleCheck Internet Check Acceptance® Service (ICA®) and

Checks By PhoneSM Service (CBPSM) Verification Service (Section 1.10 ) . . . . . . . . . . . 53• eDeposit Warranty Service (Section 1.11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54• eDeposit Services (Non-Warranty) (Section 1.12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54• General Terms Applicable to ALL TeleCheck Services (Sections 1.13 – 1.26) . . . . . . . 55

TRS Collections ServicesTRS Collection Services Agreement (Sections 1.27 – 1.48) . . . . . . . . . . . . . . . . . . . . . . . 57

Addenda to the TeleCheck/TRS Services Agreement • TeleCheck Check Cashing Warranty Service Addendum (Section 2.0) . . . . . . . . . . . . 58• TeleCheck Check Cashing Verification Service Addendum (Section 3.0). . . . . . . . . . . 59• TeleCheck Mail Order Warranty Service Addendum (Section 4.0) . . . . . . . . . . . . . . . . 59• TeleCheck C.O.D. Warranty Service Addendum (Section 5.0) . . . . . . . . . . . . . . . . . . . 59• Lockbox Pro 21 Warranty Service Addendum (Section 6.0) . . . . . . . . . . . . . . . . . . . . . 60• Lockbox Pro 21 Verification Service Addendum (Section 7.0) . . . . . . . . . . . . . . . . . . . 60Terms and Conditions for TRS Collection Services (Other than ECA Verification, ICA Verification and CBP Verification w/TRS collection Services) (Section 8.0) . . . . . . . . . . . . . . . . . 60

PART IV: Additional Important Information Page For Card ProcessingA.1. Electronic Funding Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62A.2. Funding Acknowledgement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62A.3. Additional Fees, Fee Related Information and Early Termination. . . . . . . . . . . . . . 62A.4. 6050W Of The Internal Revenue Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62A.5. Additional Equipment Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62A.6. Addresses For Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

Duplicate Confirmation Page


EMPSWells(SNAP)1505 6

A. OPERATING PROCEDURES

This part of the Program Guide (through Section 13) describes the proce dures andmethods for submitting Credit Card transactions for payment, obtaining authoriza -

tions, responding to Chargebacks and Media Retrieval requests, and other aspects of theoper ations of our services.

Processor is a full-service financial transaction processor dedi cated, among other pro cessingservices, to facilitating the passage of your Sales Drafts back to the thousands of institutionswho issue the MasterCard,® Visa,® and Discover® Network Cards carried by your customers,as well as to the independent Issuers of American Express,® Optima® and JCB.® TheOperating Procedures contained in this part focus primarily on certain of the MasterCard,Visa, and Discover Network Card Organizations Rules, and seek to provide you with theprinciples for a sound Card program; however, you should consult the Card OrganizationRules for complete information and to ensure full compliance with them. They are designedto help you decrease your Chargeback liability and train your em ploy ees. (In the event weprovide auth orization, processing or settlement of transactions involving Cards other thanMasterCard, Visa and Discover Network, you should also consult those independent Issuers’propri etary rules and regulations.)

The requirements set forth in these Operating Procedures will apply unless prohibited bylaw. You are responsible for following any additional or conflicting requirements imposedby your state or local jurisdiction.

1. MasterCard, Visa and Discover Network Acceptance

1.1. Card Descriptions. At the point of sale, the Card must be carefully examined todeter mine whether it is a legitimate and valid Card. The name of the Card (e.g., Visa,MasterCard or Discover Network) should appear in bold letters on the Card. For allMasterCard and Visa Cards and for some Discover Network Cards, the Issuer (e.g., XYZBank, etc.) should also appear in bold letters on the Card. The following is a description ofthe authorized Visa, MasterCard and Discover Network Card designs:

Visa: Visa Cards have the Visa symbol on the right-hand side of the Card. Above the Visasymbol is the 3-dimensional hologram of the Visa Dove design. The expiration date must befollowed by one space and may contain the symbol “V.” Visa Cards contain a 16-digit accountnumber embossed across the middle of the Cards and the first digit is always a four (4). Inaddition, Visa Cards have the first four digits of the account number printed directly belowthe embossed number. You must always check these numbers carefully to ensure that theyare the same. Beginning January 2006, Visa has a new Card design which differs significantlyfrom the previous description. You are required to familiarize yourself with the new designby consulting the document entitled “Card Acceptance and Charge back Management Guide -lines for Visa Merchants” (VRM 08. 12.16). You may download the document free of chargefrom Visa’s website at http://www.visa.com/merchant or order a hardcopy to be mailed toyou for a nominal charge by telephoning Visa fulfillment at 800-VISA-311. Both the oldand new Visa Card designs will be circulating concurrently in the marketplace through theyear 2010. Only Visa Cards fitting the old or new des crip tions may be accepted.

Beginning May 2008, Visa issued a new card design for un-embossed Visa cards. Unlikeembossed Visa cards with raised numbers, letters and symbols, the un-embossed card hasa smooth, flat surface. Because of the un-embossed cards flat surface, it cannot be used fortransactions that require a card imprint. Un-embossed cards can only be used by merchantswho process with an electronic Point Of Sale Terminal. As a result, the bottom of the cardbears the following note, “Electronic Use Only.”

MasterCard: MasterCard Cards are issued under the follow ing names: MasterCard,EuroCard, Access, Union, Million and Diamond. The MasterCard symbol appears on thefront or back of the Card. MasterCard and the Globe designs appear in a 3-dimensionalholo gram above the symbol. In addition, the words Classic, Preferred, Gold or Businessmay appear. MasterCard account numbers are sixteen (16) digits, and the first digit is alwaysa five (5). The first four digits of the account must be printed directly below the em bossednumber. Only MasterCard Cards fitting this description may be accepted. Pursuant to analliance with MasterCard, Diners Club Cards issued in the United States and Canada arebeing re-issued with a sixteen (16) digit account number the first two digits of which arenow fifty-five (55) and with the MasterCard Mark and hologram on the front of the DinersClub Card. These Diners Club Cards shall be accepted and processed in the same manneras MasterCard transactions. Diners Club International Cards that are issued outside theU.S. and Canada may be re-issued with the MasterCard mark on the back of the Card. TheseDiners Club Cards will have account numbers that are fourteen (14) digits, the first twodigits or which are thirty-six (36). When these Diners Club Cards are used within the UnitedStates, Canada and other designated areas, they will be processed as MasterCard transactions.Beginning January 2006, MasterCard has a new Card design significantly different from theprevious description. You are required to familiarize yourself with the new design byconsulting a document “MasterCard Card Identification Features.” You may download thedocument free of charge from MasterCard’s website at http://www.mastercardmerchant.com/us/merchant. Both the old and new MasterCard Card designs will be circulating concur -rently in the mar ket place through the year 2010. Only MasterCard Cards fitting the old ornew descriptions may be accepted.

Discover Network: All valid standard rectangular plastic Cards bearing the DiscoverNetwork Acceptance Mark or the Discover/NOVUS Acceptance Mark, as indicated below,include the following common characteristics and distinc tive features.

• Card Numbers are composed of 16 digits and are displayed on the front of the Card.

• Card Numbers are clear and uniform in size and spacing within groupings.

• An embossed security character, displayed as a stylized “D,” appears on the same line asthe embossed “Member” since date or “Year Joined” date (if present) and the “Valid Thru”

date. The embossed “Valid Thru” date, if present, appears in mm/yy format and indicatesthe last month in which the Card is valid. An overprint on the sig nature panel reads“Discover” or “Discover Network.” On some Cards, the overprint may display the nameof the Card (e.g., Discover, Discover 2GO, Discover Platinum).

• Cards manufactured before October 3, 2008 display the Discover Network three-dim ensional hologram, bear ing a distinct circular shape and images of a globe pierced byan arrow, water, and stars on a repetitive pattern background (the “Discover NetworkHologram”) on the front of the Card.

• The Discover Network Hologram reflects light and appears to move as the Card is rotated.

• All Cards display a magnetic stripe on the reverse side of the Card. Cards man u fac turedon or after October 3, 2008 feature a three-dimensional holographic design that isincorporated into the magnetic stripe. A series of distinct circular shapes will be visibleacross the length of the magnetic stripe, with blue glows between each shape. When theCard is rotated, the holographic design will reflect light and there will be apparentmovement and color switching within the circular shape.

• Cards displaying either the Discover Network Hologram or the holographic magneticstripe are valid after the effective dates indicated above, with the Discover Network Holo -gram eventually replaced by the holographic magnetic stripe for new Cards. Althoughboth the Discover Network Hologram and the holographic magnetic stripe will each appearon Cards, valid Cards will not display both designs.

• Depending on the issuance date of the Card, the word “DISCOVER” or “DISCOVERNETWORK” will appear in ultraviolet ink on the front of the Card when it is held underan ultraviolet light.

• An underprint of “void” on the signature panel becomes visible if erasure of the signatureis attempted.

• The Card Number or the portion of the Card Number displayed on the signature panelon the back of the Card should match the number displayed on the front of the Card andappear in reverse indent printing.

• CID must be printed in a separate box to the right of the signature panel on theback of the Card.

• An overprint on the signature panel reads “Discover Network.” On some cards, theoverprint may display the name of the Card (i.e., Discover, Discover 2GO,® DiscoverPlatinum).

• A Discover Network Zip Indicator may appear on the back of a standard rectangularplastic Card indicating the Card can be used to conduct contactless card transactions.

• Contactless payment devices that may be used to conduct contactless card transactionswill display a contactless icon, including the Discover® Zip® Indicator. A contactless cardtransaction for which track data is received by us with the authorization request and thatotherwise complies with Card Organization requirements for contactless card transactions,other applicable requirements and the technical specifications will constitute a cardpresent card transaction.

NOTE: Valid Cards may not always be rectangular in shape (e.g., Discover 2GO® Cards)and certain valid contactless payment devices approved by us for use in accessing cardaccounts (e.g., radio frequency (RF) enabled cards, key fobs, and mobile commerce devices)and to conduct contactless card transactions may not display the features des cribed above.

Prepaid Gift Card Security FeaturesThe features described below are found on Prepaid Gift Cards; however, the placement ofthese features may vary:

• Depending on the issue date of the Card, the Discover Network Acceptance Mark or theDiscover/NOVUS Accept ance Mark will appear on the front or back of the Card.

• The embossed, stylized “D” appears on the front of the Card.

• A valid expiration date is embossed on the front of the Card.

Other Card Features for Cards with a Discover Acceptance Mark• The front of the Card may display “Temporary Card,” “Prepaid Card,” “Gift Card,” or

“Electronic Use Only,” must be printed on the front or the back of the Card.

NOTE: Prepaid Gift Cards accepted at a limited, specific list of Merchants may, but are notrequired to display a Discover hologram and may, but are not required to, bear the DiscoverAcceptance Mark.

Unembossed PrePaid Cards display a printed Card number. The “Valid Thru” date and theCardholder name may or may not be printed on the Card. The embossed “D” securitycharacter is not present. “Electronic Use Only” is printed on the front or the back of anunembossed Card. Obtain an electronic Authorization Response using a POS device forunembossed Prepaid Cards.

You are required to remain familiar with Discover Card designs and may reference thedocument “Discover Network Security Features.” You may download the docu ment free ofcharge from Discover Network’s website at http://www.discovernetwork.com/fraudsecurity/fraud.html.

American Express Card. Some Cards contain a holographic image on the front or the backof the plastic to determine authenticity. Not all American Express Cards have a holographicimage.

• All American Express Card Numbers start with “37” or “34.” The Card number appearsembossed on the front of the Card. Embossing must be clear, and uniform in sizing andspacing. Some Cards also have the Card Number printed on the back of the Card in the

PART II: CARD SERVICESDocuSign Envelope ID: 2EAFBE4F-F601-4231-89E5-A45120D41FA3


signature panel. These numbers, plus the last four digits printed on the Sales Draft, mustmatch.

• Pre-printed Card Identification (CID) Numbers must always appear above the CardNumber on either the right or left edge of the Card.

• Only the person whose name appears on an American Express Card is entitled to use it.Cards are not transferable.

• The signature on the back of the Card must match the Cardmember’s signature on theSales Draft, and must be the same name that appears on the front of the Card. The signa -ture panel must not be taped over, mutilated, erased or painted over.

• Some Cards also have a three digit Card Security Code (3CSC) number printed on thesignature panel.

• Do not accept a card outside the valid from and to dates.

1.2. Effective/Expiration Dates. At the point of sale, the Card should be carefullyexamined for the effective (valid from) (if present) and expiration (valid thru) dates whichare located on the face of the Card. The sale date must fall on or between these dates. Do notaccept a Card prior to the effective date or after the expiration date. If the Card has expired,you cannot accept it for a Card sale unless you have verified through your AuthorizationCenter that the Card is in good standing, otherwise, you are subject to a Charge back andcould be debited for the transaction.

1.3. Valid Signature. Check the back of the Card. Make sure that the signature panel hasnot been disfigured or tampered with in any fashion (an altered signature panel may appeardiscolored, glued or painted, or show erasure marks on the surface). The signature on theback of the Card must compare favorably with the signature on the Sales Draft. The SalesDraft must be signed by the Card presenter in the presence of your authorized repre sen tative(unless a Card Not Present Sale) and in the same format as the signature panel on the Card;e.g., Harry E. Jones should not be signed H.E. Jones. The signature panels of Visa,MasterCard and Discover Network Cards now have a 3-digit number (CVV2 /CVC2/CID)printed on the panel known as the Card Validation Code.

Visa, MasterCard and Discover Network: If the signature panel on the Card is blank, inaddi tion to requesting an Authorization, you must do all the following:

• Review positive identification bearing the Cardholder’s signature (such as a passport ordriver’s license that has not expired) to validate the Cardholder’s identity.

• Indicate the positive identification, including any serial number and expiration date, onthe Credit Draft or Sales Draft; provided that you must effect PAN Truncation, and mustnot include the expiration date on the copy of the Sales Draft or Credit Draft that youprovide to the Cardholder, or as required by applicable law, the Sales Draft or Credit Draftyou retain.

• Require the Cardholder to sign the signature panel of the Card prior to completing theTransaction.

1.4. Users Other Than Cardholders. A Cardholder may not authorize another indi -vidual to use his /her Card for purchases. Be sure the signature on the Card matches withthe one on the Sales Draft. Furthermore, any Card having two signatures on the back panelis invalid and any sale made with this Card can result in a Charge back. For Cards bearinga photograph of the Cardholder, ensure that the Cardholder appears to be the persondepicted in the picture which appears on the Card. If you have any questions, call the VoiceAuthorization Center and request to speak to a Code 10 operator.

1.5. Special Terms. If you limit refund/exchange terms or impose other specific con -ditions for Card sales, the words “No Exchange, No Refund,” etc. must be clearly printed(in 1/4” letters) on the Sales Draft near or above the Card holder’s signature. The Card holder’scopy, as well as your copy, must clearly show this information.

During a liquidation and/or closure of any of your outlets, locations and/or businesses, youmust post signs clearly visible to customers stating that “All Sales Are Final,” and stamp theSales Draft with a notice that “All Sales Are Final.”

Generally, do not give cash, check or in-store Credit refunds for Card sales. Visa allows forthe following exclusions: A cash refund to the Cardholder for a small ticket trans ac tion ora no signature required transaction, a cash refund, Credit, or other appropriate form of Creditto the recipient of a gift purchased as a Mail /Phone Order transaction, or a cash refund orin-store Credit for a Visa prepaid card transaction if the Cardholder states that the Visa pre -paid card has been discarded. NOTE: A disclosure does not eliminate your liability for aChargeback. Consumer protection laws and Card Organi zation Rules fre quently allow theCardholder to dispute these items notwithstanding such disclosures.

1.6. Delayed Delivery or Deposit Balance. In a delayed delivery transaction where aCardholder makes a deposit toward the full amount of the sale, you should execute twoseparate Sales Drafts (each completed fully as described in Section 3.1), the first for adeposit and the second for payment of the balance upon delivery of the merchandise or theperformance of the services.

Visa: For Visa transactions, you must obtain an authori zation if the cumulative total ofboth Sales Drafts exceeds the floor limit. You must obtain an authorization for each SalesDraft on each transaction date. You must assign the separate authorization num bers to eachSales Draft, respectively. You must note on such Sales Drafts the words “delayed delivery,”“deposit” or “balance,” as appropriate, and the authorization dates and approval codes.

MasterCard: For MasterCard transactions, you must obtain one authorization. You mustnote on both Sales Drafts the words “delayed delivery,” “deposit” or “balance,” as appro -priate, and the authorization date and approval code.

Discover Network: For Discover Network transactions, you must label one Sales Draft“deposit” and the other “balance,” as appropriate. You must obtain the “deposit” authori -zation before submitting the sales data for the “deposit” or the “balance” to us. If delivery of

the mer chan dise or service purchased will occur more than thirty (30) calendar days afterthe “deposit” authorization, you must obtain a subsequent author iza tion for the “balance.”In addition, you must complete Address Verification at the time of the “balance” authori -zation, and you must obtain proof of delivery upon delivery of the services/merchan disepurchased. You may not submit sales data relating to the “balance” to us for processing untilthe merchandise/service purchased has been com pletely delivered.

American Express: For American Express Card transactions, you must clearly discloseyour intent and obtain written consent from the Cardmember to perform a delayed deliverytransaction before you request an Authorization. You must obtain a separate AuthorizationApproval for each delayed delivery transaction on their respective charge dates and clearlyindicate on each record that the charge is either for the deposit or for the balance of thetransaction. You must submit the delayed delivery transaction record for the balance of thepurchase only after the items have been shipped, provided or services rendered. Fordeposits, submission must be on the date the Cardmember agreed to pay for the deposit forthe purchase. For balances, submission must be on the date the items are shipped, providedor services rendered. You must submit and Authorize each delayed delivery transactionunder the same Merchant Number and treat deposits on the Card no differently than youtreat deposits on all other payment products.

1.7. Recurring Transaction and Preauthorized Order Regulations. If you processrecurring transactions and charge a Cardholder’s account periodically for recurring goodsor services (e.g., monthly insurance premiums, yearly subscriptions, annual membershipfees, etc.), the Cardholder shall complete and deliver to you a Cardholder approval for suchgoods or services to be charged to his account. The approval must at least specify the Card -holder’s name, address, account number and expiration date, the transaction amounts, thetiming or frequency of recurring charges and the duration of time for which the Cardholder’spermission is granted. For Discover Network transactions, the approval must also includethe total amount of recurring charges to be billed to the Cardholder’s account, includingtaxes and tips and your Merchant Number.

If the recurring transaction is renewed, the Cardholder must complete and deliver to youa subsequent written request for the continuation of such goods or services to be chargedto the Cardholder’s account. You may not complete a recurring transaction after receivinga cancellation notice from the Cardholder or Issuer or after a request for author ization hasbeen denied.

If we or you have terminated this Agreement, you may not submit authorization requestsor sales data for recurring transactions that are due after the termination date of thisAgreement.

You must obtain an authorization for each transaction and write “Recurring Trans action” (or“P.O.” for MasterCard transactions) on the Sales Draft in lieu of the Cardholder’s signature.A positive authorization response for one recur ring transaction Card Sale is not a guaranteethat any future recurring transaction authorization request will be approved or paid.

For all recurring transactions, you should submit the 3-digit Card Validation Code numberwith the first authorization request, but not subsequent authorization requests. DiscoverNetwork Card Organization Rules specifically require that you follow this Card ValidationCode procedure for Discover Network recurring transactions. Effective October 31, 2011merchants that offer “recurring billing” must offer their American Express customers theoption to receive written notification for the recurring transaction(s) at least (10) ten daysprior to submitting, or any time the charge amount exceeds a maximum amount that hasbeen set by the Cardholder.

Also, for Discover Network recurring transactions, the Sales Draft must include a gen eraldescription of the transaction, your merchant name and a toll-free customer service numberthat the Cardholder may call to obtain customer assistance from you or to cancel the writtenapproval for the recurring transaction.

For American Express recurring transactions, you should periodically verify with Card -mem bers that their information (e.g., Card Number, expiration date, billing address) is stillaccurate. This will improve the likelihood of obtaining an approval to an Authorizationrequest.

All recurring transactions or preauthorized orders may not include partial payments forgoods or services purchased in a single transaction.

You may not impose a finance charge in connection with a Recurring Transaction or Pre -authorized Order.

If you process recurring payment transactions, the Recurring Payment Indicator must beincluded in each authorization request, and as applicable, each Batch submission entry.Pen alties can be assessed by the Card Organizations for failure to use the Recurring PaymentIndicator.

1.8. Certain Rules and Requirements. The following rules are requirements strictlyenforced by Visa, MasterCard and Discover Network:

• Your minimum Credit Card acceptance amount cannot exceed $10.00. Such min imumamount must be estab lished to all Credit Cards regardless of Card Issuer or Card brands.Unless you are a federal government entity or institution of higher learning, you may notestablish a maximum amount as a condition for accepting a Card, except that for Discovertransactions, you may limit the maximum amount a Discover Network Cardholder mayspend if, and only if, you have not re ceived a positive authorization response from the Issuer.Setting a minimum transaction amount limit for Debit Cards (Pin Debit or Non-PIN Debit)is prohibited.

• You cannot impose a surcharge or fee for accepting a Card.

• You cannot establish any special conditions for accepting a Card.

• You may provide a discount/incentive for a consumer to pay with cash, check, CreditCard, Debit Card, etc., however, you must clearly and conspicuously disclose the discount



to consumers. Also, you must offer the discount to all consumers and you cannot dis -criminate based upon Card brand or Card Issuer. However, you may choose not to accepteither U.S. issued Debit Cards or U.S. issued Credit Cards under the terms described inSection 1.9.

• You may direct customers to a particular brand or type of general purpose card or aparticular form of payment. U.S. merchants may also encourage customers who initiallypresent a Visa Card to use a payment card with a different network brand, a different typeof payment card or a different form of payment.

U.S. merchants may engage in any of the following: • You may offer a discount or rebate, including an immediate discount or rebate at the point

of sale;

• You may offer a free or discounted product, service or enhanced service

• You may offer an incentive, encouragement, or benefit;

• You may express a preference for the use of a particular brand or type of general purposecard or a particular form of payment;

• You may promote a particular brand or type of general purpose card or a particular formor forms of payment through posted information, through the size, prominence, orsequencing of payment choices, or through other communications to a customer;

• You may communicate to a customer the reasonably estimated or actual costs incurred bythe merchant when a customer uses a particular brand or type of general purpose card ora particular form of payment or the relative costs of using different brands or types ofgeneral purpose cards or different forms of payment; or

• You may engage in any other practices substantially equivalent to these.

• You cannot require the Cardholder to supply any personal information (e.g., home orbusiness phone number; home or business address including zip code; or driver’s licensenumber) unless instructed by the Authorization Center. The exception to this is for mail /telephone/Internet order or delivery-required transactions, or as otherwise permitted byapplicable law. Any in formation that is supplied by the Cardholder must not be in plainview when mailed.

• Any tax required to be collected must be included in the total transaction amount and notcollected in cash.

• You cannot submit any transaction representing the refinance or transfer of an existingCardholder obligation deemed uncollectible.

• You cannot accept a Visa Consumer Credit Card or Com mercial Visa Product, issued bya U.S. Issuer, to collect or refinance an existing debt.

• You cannot submit a transaction or sale that has been previously charged back.

• You must create a Sales Draft or Credit Draft for each Card transaction and deliver at leastone copy of the Sales Draft or Credit Draft to the Cardholder.

• You cannot submit a transaction or sale to cover a dis honored check.

• If you accept Card checks, your Card check acceptance policy must treat the accept anceof checks from all payment card brands that you accept equally (e.g., if you acceptMasterCard, Visa and Discover Network, your check acceptance policy must treat checksfor all three payment card brands equally). You should handle these Card checks like anyother personal check drawn upon a bank in the United States.

• Failure to comply with any of the Card Organization Rules may result in fines or penalties.

• You will inform the Cardholder that you are responsible for the Card transaction in cludingyour goods and services and for related customer service, dispute resolution and perform -ance of the terms and conditions of the transaction.

1.9. Card Acceptance. If you have indicated either in the Application or by regis teringwith us at least thirty (30) days in advance that, as between Non-PIN Debit Card transactionsand Credit Card transactions, you will limit your acceptance to either (i) only accept Non-PIN Debit transactions; or (ii) only accept Credit Card transactions, then the followingterms in this Section 1.9 will apply:

1.9.1. You will be authorized to refuse to accept for pay ment either Non-PIN Debit Cardsor Credit Cards that are issued within the United States. You will, however, con tinue to beobligated to accept all foreign issued Credit Card or Debit Cards issued by MasterCard,Visa or Discover Network so long as you accept any type of MasterCard, Visa or DiscoverNetwork branded Card.

1.9.2. While many Debit Cards include markings indicat ing debit (such as “Visa Checkcard,Visa Buxx, Gift Card, DEBIT, or Mastermoney), many Debit Cards may not include any suchmarkings. It will be your responsibility to determine at the point of sale whether a Card isof a type that you have indicated that you will accept. You agree to insti tute appro priate sys -tems and controls to limit your acceptance to the Card types indicated. You may purchase atable of ranges of numbers currently asso ciated with Debit Card trans actions upon executionof confidentiality/non-disclosure agreements required by the Card Organizations. You willbe responsible for updating your systems to utilize such tables and to obtain updated tables.

1.9.3. To the extent that you inadvertently or intentionally accept a transaction other thanthe type anticipated for your account, such transaction will downgrade to a higher costinterchange and you will be billed the difference in interchange (a Non-Qualified Inter -change Fee), plus a Non-Qualified Surcharge (see Section 18.1 and Glossary).

1.9.4. Based upon your choice to accept only the Card types indicated in the appli cation,you must remove from your premises any existing signage indicating that you accept allVisa, MasterCard or Discover Network Cards and use approved specific signage reflectingyour policy of accepting only Non-PIN Debit or Credit Cards.

1.9.5. Even if you elect not to accept Non-PIN Debit Card transactions as provided above,you may still accept PIN Debit Card transactions if you have signed up for PIN Debit CardServices.

1.10. Deposits of Principals. Owners, partners, officers and employees of your busi nessestablishment, and the guarantors who signed the Application, are prohibited from sub -mitting Sales Drafts or Credit Drafts transacted on their own personal Cards, other thantransactions arising from bona fide purchases of goods or services in the ordinary courseof your business. Such use in violation of this Section 1.10 is deemed a cash advance, andcash advances are prohibited.

1.11. Merchants in the Lodging Industry.1.11.1. Generally. There are additional rules and require ments that apply to merch antsin the lodging industry for practices including, but not limited to, Guaranteed Res ervationsand charges for no shows, advance deposits, overbookings, and priority checkout. If you area merchant in the lodging industry, you must contact us for these additional rules andrequirements. Failure to do so could result in additional charges or termi nation ofthis Agreement.

1.11.2. Lodging Service Programs. In the event you are a lodging merchant and wishto participate in Visa’s and/or MasterCard’s lodging services programs, please contact yoursales representative or relationship manager for details and the appropriate MasterCard andVisa requirements.

1.11.3. Written Confirmation of Guaranteed Reser va tions. You must provide theCardholder with written confirmation of a guaranteed reservation. The confirma tion mustcontain:

• Cardholder’s name as it appears on the Card, if present.

• Card Number, truncated where required by applicable law to you or us and Card expirationdate if present, unless prohibited by applicable law to you or us.

• Reservation confirmation number.

• Anticipated arrival date and length of stay.

• The cancellation policy in its entirety, inclusive of the date and time the cancellationprivileges expire.

• Any other pertinent details related to the reserved accom modations.

1.11.4. Cancellation of Guaranteed Reservations. If a Cardholder requests a cancella -tion in accordance with Merchant’s cancellation policy and specified time frames, Merchantmust provide the Cardholder with a cancellation number and instructions to retain a recordof it. If a Card holder requests a written confirmation of the cancellation, Merchant mustforward this confirmation within three (3) Business Days of the Cardholder’s request. Thecancellation confirmation must contain: Card holder’s reference that charges were placed onthe Card, if applicable, or a guar an tee that a “no-show” charge will not be placed on the Card.

• Cardholder’s name as it appears on the Card, if present.

• Card Number, truncated as required by applicable law to you or us.

• Card expiration date, if present, unless prohibited by applicable law to you or us.

• Reservation cancellation number.

• Date of cancellation.

• The name of the Merchant’s employee that processed the cancellation.

• Any other pertinent information related to the reserved accommodations.

1.12. Customer Activated Terminals and Self-Service Terminals. Prior to conductingCustomer Activated Termi nal (“CAT”) transactions or Self-Service Terminal transac tionsyou must contact us for approval and further instructions, rules and requirements thatapply to CAT and Self-Service Terminal transactions. Failure to do so could result inadditional charges or termi nation of this Agreement.

1.13. Displays and Advertising. You must prominently display appropriate Visa, Master -Card, Discover Network, American Express and, if applicable, other Card Organizationdecals and pro gram Marks at each of your locations, in catalogs, on websites and on otherpromotional materials as required by Card Organization Rules. You may not indicate thatVisa, Master Card, Discover Network, American Express, or any other Card Organi za tionendorses your goods or services.

Your right to use the program Marks of the Card Organi zations terminates upon the earlierof (i) if and when your right to accept the Cards of the respective Card Organi za tionterminates (e.g., if your right to accept Discover Network Cards terminates, you are nolonger permitted to use Discover Network Program Marks), (ii) delivery of notice by us orthe respective Card Organization to you of the termination of the right to use the Mark(s)for that Card Organization, or (iii) termination of the license to use the program Marks bythe respective Card Organization to us.

1.13.1. Discover Network Sublicense to Use Discover Network Program Marks.You are prohibited from using the Discover Network Program Marks, as defined below, otherthan as expressly authorized in writing by us. “Discover Network Program Marks” means thebrands, emblems, trade marks and/or logos that identify Discover Net work Cards, including,without limitation, Diners Club International Cards. Additionally, you shall not use theDiscover Network Program Marks other than as a part of the display of decals, signage,adver tising and other forms depicting the Discover Network Program Marks that areprovided to you by us or otherwise approved in advance in writing by us.

You may use the Discover Network Program Marks only to promote the services cov ered bythe Discover Network Pro gram Marks by using them on decals, indoor and outdoor signs,advertising materials and marketing materials; provided that all such uses by you must beapproved in advance by us in writing.



You shall not use the Discover Network Program Marks in such a way that customers couldbelieve that the products or services offered by you are sponsored or guaranteed by theowners of the Discover Network Program Marks. You recognize that you have no own er shiprights in the Discover Network Program Marks. You shall not assign to any Person any of therights to use the Program Marks.

1.13.2. American Express sublicense to Use American Express Marks. You mustnot use our Marks in any way that injures or diminishes the goodwill associated with thatMark, nor (without our prior written consent) indicate that we endorse your goods orservices. You shall only use our Marks as reasonably necessary to perform your obligationsunder the Agreement and shall cease using our Marks upon termina tion of the Agreement.The guidelines listed below apply to the Merchant’s use of the American Express “Blue Box”logo.

• The “Blue Box” logo must appear on all point of purchase materials and signs.

• The space around the “Blue Box” must equal at least 1/3 the size of the box.

• The “Blue Box” logo minimum size is 3/8" and 1/2" is the preferred size.

• Always spell out American Express.

• A minimum distance of 1-1/2 times the size of the “Blue Box” must be allowed betweenthe “Blue Box” logo and another Mark.

1.14. Cash Payments by and Cash Disbursements to Cardholders. You must notaccept any direct payments from Cardholders for charges of merchandise or services whichhave been included on a Sales Draft; it is the right of the Issuer to receive such payments.You may not make any cash disbursements or cash advances to a Cardholder as part of aCard transaction unless you are a financial institution with express authorization in writingin advance from Servicers. For Discover, cash advances in authorized juris dictions otherthan the United States may be conducted in an originating currency provided that cashadvances may be subject to dispute and/or Acquirer fees.

1.15. Discover Network Cash Over Transactions. Cash Over transactions are notavailable for MasterCard or Visa transactions. You may issue Cash Over in connec tion witha Discover Network Card sale, provided that you comply with the provisions of thisAgreement, including the following requirements:

• You must deliver to us a single authorization request for the aggregate total of the goods/services purchase amount and the Cash Over amount of the Card sale. You may not sub -mit separate authorization requests for the purchase amount and the Cash Over amount.

• The Sales Draft must include both the purchase amount and the Cash Over amount, andyou may not use separate Sales Drafts for the purchase amount and Cash Over amount.

• No minimum purchase is required for you to offer Cash Over to a Discover NetworkCardholder, provided that some portion of the total Card sale must be attributable to thepurchase of goods or services.

• The maximum amount of cash that you may issue as Cash Over is $100.00.

(Cash Over may not be available in certain markets. Contact us for further information).

1.16. Telecommunication Transactions. Telecommuni cation Card Sales occur when atelephone service provider is paid directly using a Card for individual local or long-dis -tance telephone calls. (NOTE: Pre-paid telephone service cards are not and do not give riseto Telecommunication Card Sales). Prior to conducting Telecommu nication trans actionsyou must contact us for approval and further instructions, rules and requirements.Failure to do so could result in additional charges or termination of this Agreement.

2. Suspect Transactions

If the appearance of the Card being presented or the behavior of the person presenting theCard is suspicious in nature, you must immediately call the Voice Authorization Center andask to speak to a Code 10 operator. Answer all their questions and follow their instructions.While not proof that a transaction is fraudulent, the following are some sugges tions to assistyou in preventing fraudulent trans actions that could result in a Chargeback:

Ask yourself, does the Customer:• appear nervous/agitated/hurried?

• appear to be making indiscriminate purchases (e.g., does not care how much an itemcosts, the size, etc.)?

• make purchases substantially greater than your usual customer (e.g., your averagetransaction is $60, but this transaction is for $360)?

• insist on taking the merchandise immediately (e.g., no matter how difficult it is to handle,is not interested in free delivery, alterations, etc.)?

• appear to be purchasing an unusual amount of expensive items or the same items?

• take an unusual amount of time to sign the Sales Draft, or look at the back of the Card ashe signs?

• talk fast or carry on a conversation to distract you from checking the signature?

• take the Card from a pocket instead of a wallet?

• repeatedly come back, in a short amount of time or right before closing time, to makeadditional purchases?

• cause an unusual, sudden increase in the number and average sales transactions over aone- to three-day period?

• tell you he has been having some problems with his Issuer and request that you call anumber (that he provides) for a “special” handling or authorization?

• have a previous history of disputed charges?

• place orders to be shipped to an address other than the billing address, or use anonymous/free email domains?

• place orders sent to zip codes or countries where you show a history of fraudulent claims?

Does the Card:• have characters the same size, height, style and all within alignment?

• appear to be re-embossed (the original numbers or letters may be detected on the backof the Card)?

• have a damaged hologram?

• have a Magnetic Stripe on the back on the Card?

• have an altered signature panel (e.g., appear discolored, glued or painted, or show erasuremarks on the surface)?

• have “valid from” (effective) and “valid thru” (expiration) dates consistent with the sale date?

If you use an electronic terminal and swipe the Card, make sure the account number dis -played on the terminal and/or the Sales Draft matches the number on the Card. If youcannot or do not verify the account number and accept the sale, you are subject to aChargeback and could be debited for the amount of the transaction. IF THE NUMBERSDO NOT MATCH, DO NOT ACCEPT THE CARD AS A FORM OF PAY MENT, EVENTHOUGH AN AUTHORIZATION CODE FOR THE MAGNETICALLY SWIPED CARDNUMBER MAY BE RECEIVED.

Fraud-Prone Merchandise Tips:• Gift Cards, jewelry, video, stereo, computer and camera equipment, shoes and men’s

clothing are typically fraud-prone because they can easily be resold.

• Be suspicious of high dollar amounts and transactions with more than one fraud-proneitem, e.g., two VCRs, three gold chains, etc.

If you suspect fraud:• Call the Voice Authorization Center and ask to speak to a Code 10 operator.

• If the terminal does not display the Card number, call the POS Help Desk for terminalassistance.

REMEMBER: AN AUTHORIZATION CODE ONLY INDICATES THE AVAIL ABIL ITYOF A CARDHOLDER’S CREDIT AT THE TIME OF THE TRANSACTION. IT DOESNOT WARRANT THAT THE PERSON PRESENT ING THE CARD IS THE RIGHTFULCARDHOLDER. IF PROPER PROCEDURES ARE NOT FOLLOWED AT THE TIME OFTHE TRANSACTION, YOU ARE SUBJECT TO A CHARGE BACK AND YOUR ACCOUNTMAY BE DEBITED FOR THE AMOUNT OF THE TRANSACTION.

3. Completion of Sales Drafts and Credit Drafts

You must prepare a Sales Draft or Credit Draft, as applicable, for each Card transaction andprovide a copy of it or a transaction receipt or copy of the Draft to the Cardholder at thetime the Card transaction is completed.

3.1. Information Required. All of the following infor mation must be contained on asingle page document constituting a Sales Draft:

• Cardholder’s account number must appear on the Credit Draft or Sales Draft in the man -ner required by applicable law and Card Organization Rules. NOTE: The copy of theSales Draft or Credit Draft you provide to a Card holder must not include the Card -holder’s Card expi ration date or any more than the last four digits of the Card holder’sCard number. Some states have similar requirements that also apply to the SalesDrafts or Credit Drafts you retain. MasterCard requires that Card expi ration datesbe excluded from the Sales Drafts or Credit Drafts your business re tains. You aresolely responsible to determine the Card account num ber trunc ation requirementsand Card expiration date exclusion requirements for your state/ jurisdiction;

• Clear imprint of the Card. Whenever the term “imprint” is used it refers to the processof using a manual imprint ing machine to make an impression of the Card on a Sales Draft;it does not include the printout from a printer attached to an electronic device. If you usean electronic device (e.g., authorization/draft capture terminal, cash reg ister, POS Device,etc.) and swipe the Card to read and capture the Card information via the Magnetic Stripe,you do not have to imprint the Card. HOWEVER, IF THE TERMI NAL FAILS TO READTHE MAGNETIC STRIPE OR IF YOU ARE REQUIRED TO OBTAIN A VOICEAUTHORIZATION, THEN YOU MUST IMPRINT THE CARD. IN ADDITION, THESALES DRAFT MUST HAVE THE CARD HOLD ER’S SIG NA TURE. FAILURE TOFOLLOW THESE PROCE DURES WILL PREVENT YOU FROM DEFENDING ATRANSACTION IN THE EVENT THAT IT IS CHARGED BACK UNDER A CLAIMTHAT THE RIGHTFUL CARDHOLDER DID NOT AUTH OR IZE THE PURCHASE.ENTERING IN FOR MATION INTO A TERMINAL MANUALLY WILL NOT PREVENTTHIS TYPE OF CHARGEBACK. FOR MAIL, TELEPHONE, INTERNET AND OTHERCARD NOT PRESENT ORDERS SEE SECTION 3.2;

• Cardholder’s signature. However, eligible merchants partic i pating in MasterCard’s QuickPayment Service Program, Visa Easy Payment Program, American Express No SignatureProgram, Discover Net work’s No Sig nature Program, and/or certain Discover Networktrans actions (see note below) are not required to obtain the Cardholder’s signature undercertain con di tions set forth by each program;

• Date of the transaction;

• Amount of the transaction (including the approved cur rency of the sale);

• Description of the goods and/or services involved in the transaction (if there are too manyitems, combine them into one description; e.g., “clothing” instead of “one pair of pants,one shirt”). Do not carry information onto a second Sales Draft;



• Description of your merchandise return and Credit /refund policy;

• A valid authorization code; and

• Merchant’s Doing Business As (“D/B/A”) name and location (city and state required) andMerchant Account Number.

When imprinting Sales Drafts, do not alter the Cardholder account number, circle or under -line any information on the Sales Draft or alter a Sales Draft in any way after the transactionhas been completed and signed. Stray marks and other alterations on a Sales Draft may renderit electronically unscannable, unreadable or illegible. This may result in a Chargeback orSummary Adjustment to your account.

For Discover Network sales using a paper Sales Draft (as opposed to Electronic DraftCapture), the paper Sales Draft must also contain the initials of your representative oremployee that conducted the transaction. For Discover Network Credits, the Credit Draftmust contain the signa ture of your authorized representative or employee that conductedthe transaction.

Discover Card Sales in an amount more than $25.00 includ ing sales taxes, tip, and/or CashOver amount are not eligible for treatment as No Signature Required Card Sales and youmay lose a dispute of such a Card Sale if the Merchant fails to obtain the Cardholder’sSignature on the Sales Draft.

Eligible merchants participating in No Signature Program, Quick Payment Service and/orSmall Ticket are only required to provide the Cardholder with the completed Sales Draftwhen requested by the Cardholder.

NOTE: For Visa, MasterCard and Discover Network transactions, if you are a merchantoperating under certain merchant category codes approved by Visa, MasterCard andDiscover Network, you are not required to obtain the Cardholder’s signature so long as thefull track data is transmitted in the authorization request and the sale amount is $25.00 or less.

3.2. Mail / Telephone / Internet (Ecommerce) Orders and Other Card Not Pres -ent Sales. You may only engage in mail / telephone/Internet orders provided they do notexceed the percentage of your total payment Card volume reflected on your applica tion.Failure to adhere to this requirement may result in cancellation of your Agree ment.Merchants conducting Internet transactions using MasterCard or Visa Cards must havespecial codes (an “Electronic Commerce Indicator”) added to their authoriza tion and settle -ment records. Discover Network does not use an Electronic Commerce Indicator. Failureto register as a merchant conducting Internet trans actions can result in fines imposed by theCard Organizations.

Mail, Telephone, Internet and other Card Not Present trans actions have a substantially higherrisk of Chargeback. Since you will not have an imprinted or magnetically swiped transactionand you will not have the Cardholder’s signature on the Sales Draft as you would in a face-to-face transaction, you will assume all risk associated with accepting a mail/telephone/Internet or other Card Not Present transaction. The fol lowing procedures, while they willnot eliminate Chargebacks, are useful in reducing them and should be followed by you:

• Obtain the expiration date of Card.

• On the Sales Draft, clearly print the last 4 digits of the Cardholder’s account number; dateof transaction; description of the goods and services; amount of the transaction (includingshipping, handling, insurance, etc.); Cardholder’s name, billing address and shippingaddress; authorization code; and merchant’s name and address (city and state required);provided, that you must effect PAN Truncation, and must not include the expira tion date,on the copy of the Sales Daft or Credit Draft that you pro vide to the Cardholder, or asrequired by applicable law, the Sales Draft or Credit Draft you retain.

• For mail orders, write “MO”; for telephone orders, write “TO” on the Cardholder’s signa -ture line.

• If feasible, obtain and keep a copy of the Cardholder’s signature on file on a form author -izing you to submit telephone and mail order transactions.

• You should utilize the Address Verification Service for all Card Not Present Trans actions(see note below). Address Verification is specifically required for all Discover NetworkCard Not Present Transactions, and if you do not receive a positive match through AVS,you may not process the Discover Network Card Not Present Trans action. If you donot have AVS, contact us immediately.

• You should obtain the 3-digit Card Validation Code number and include it with eachauthorization request. Discover Network Card Organization Rules specifically requirethat you submit the Card Validation Code with the authorization request for all DiscoverNetwork Card Not Present Transactions.

• For telephone orders, it is recommended that written verification of the sale be requestedfrom the Cardholder (sent by mail or fax).

• You may not submit a transaction for processing until after the merchandise has beenshipped or the service has been provided to the customer. (The Card Organizations willper mit the immediate billing of merchandise manufactured to the customer’s specifi -cations [i.e., special /custom orders] provided the Cardholder has been advised of thebilling details.)

• You should provide a copy of the Sales Draft to the Cardholder at the time of delivery. Youmust also obtain proof of delivery of the goods or services to the address designated bythe Cardholder (i.e., by getting a signature of the Cardholder or person designated by theCardholder through the delivery carrier). If the Cardholder visits one of your locationsto receive the goods or services pur chased, obtain an imprint of the card and theCardholder’s signature.

• Notify the Cardholder of delivery time frames and special handling and/or cancel la tion pol -icies. Merchandise ship ping dates must be within seven (7) days of the date author ization

was obtained. If, after the order has been taken, additional delays will be incurred (e.g.,out of stock), notify the Cardholder and reauthorize the transaction.

• You may not require a Cardholder to complete a postcard or other document that displaysthe Cardholder’s account number in clear view when mailed.

• If you accept orders via the Internet, your web site must include the following informationin a prominent manner:

– Complete description of the goods or services offered;

– Description of your merchandise return and Credit/refund policy;

– Customer service contact, including email address and/or telephone number;

– Transaction currency (U.S. dollars, unless permission is otherwise received fromServicers);

– Any applicable export or legal restrictions;

– Delivery policy;

– Consumer data privacy policy;

– A description of the transaction security used on your website;

– The sale or disclosure of databases containing Cardholder account numbers, personalinformation, or other Card transaction information to third parties is prohibited;

– Address of merchant including country;

– Cancellation policy; and

– Date any free trial period ends.

• You may not accept Card Account Numbers through Electronic Mail over the Internet.

NOTE: Address Verification Service (“AVS”) does not guarantee against Chargebacks, butused properly, it assists you in reducing the risk of fraud by confirming whether certainelements of the billing address provided by your customer match the billing address main -tained by the Issuer. AVS also may help you avoid incurring additional inter change expenses.AVS is a separate process from obtaining an Authorization and will provide a separateresponse. A transaction may not match addresses when submit ted for AVS and still receive anAuthorization. It is your responsibil ity to monitor the AVS responses and use the informationprovided to avoid high-risk transactions.

3.2.1. Discover Network Protocol for Internet Trans actions. Each Internet DiscoverNetwork Card trans action accepted by you and submitted to us shall comply with DiscoverNetwork standards, including, without limitation, Discover Network standards governingthe formatting, transmission and encryption of data, referred to as the “designated protocol.”You shall accept only those Internet Discover Network Card transactions that are encryptedin accordance with the designated protocol. As of the date of these Oper ating Procedures,the designated protocol for the encryption of data is Secure Socket Layer (SSL). We may, atour discretion, withhold Settlement until security standards can be verified. However, thedesignated protocol, including any specifications with respect to data encryption, maychange at any time upon thirty (30) days advance written notice. You shall not accept anyInternet Discover Network Card transaction unless the trans ac tion is sent by means of abrowser which supports the designated protocol.

3.3. Customer Service Telephone Numbers for Card types which are funded by indi -vidual non-bank Card Organi zations include:

American Express/ESA or Direct 1-800-528-5200American Express OnePoint See Part IV, Section A.4 – Cust. Service #JCB, International 1-800-366-4522TeleCheck 1-800-366-1054Voyager 1-800-987-6591WEX 1-800-492-0669 (24 hours)

4. Data Security

THE FOLLOWING IS IMPORTANT INFORMATION REGARDING THE PRO TECTIONOF CARDHOLDER DATA. PLEASE REVIEW CAREFULLY AS FAILURE TO COMPLYCAN RESULT IN SUBSTANTIAL FINES AND LIABILITIES FOR UNAUTHORIZEDDISCLOSURE AND TERMINATION OF THIS AGREEMENT.

4.1. Payment Card Industry Data Security Standards (PCI DSS). Visa, MasterCard,Discover Network, JCB and American Express aligned data security require ments to createa global standard for the protection of Cardholder data. The resulting Payment Card IndustryData Security Standards (PCI DSS) defines the require ments with which all entities that store,process, or transmit payment card data must comply. PCI DSS is the name used to identifythose common data security requirements. The Cardholder Infor mation Security Program(CISP) is Visa USA’s data security program, the Site Data Protection (SDP) program isMasterCard’s data security program, Discover Network Information Security and Compli ance(DISC) is Discover Network’s data security program, and the Data Security Operating Policy(DSOP) is American Express’ data security Program, each based on the PCI DSS and industryaligned valida tion requirements. PCI DSS compli ance validation is focused on MerchantEquip ment (as defined below) where Cardholder data is processed, stored or trans mit ted,including:

• All external connections into your network (i.e., employee remote access, third partyaccess for processing, and main tenance);

• All connections to and from the authorization and settlement environment (i.e., connec -tions for employee access or for devices such as firewalls, and routers); and

• Any data repository outside of the authorization and settlement environment.

For the purposes of this Section 4, “Merchant Equipment” means any and all equip ment youuse in connection with Card authorization, clearing, completing, settling, transmitting or



other related processing, including, without limitation, all telecommu nication lines andwire less con nections and software, systems, point-of-sale terminals, card readers, merch an -dise and card scanners, printers, PIN pad devices and other hardware, whether owned byyou, Merchant Providers or other Persons used by you.

The Card Organizations or we may impose fines or penalties, or restrict you from acceptingCards if it is determined that you are not compliant with the applicable data securityrequirements. We may in our sole discretion, suspend or terminate Services under thisAgreement for any actual or suspected data security compromise. You agree that you willnot request any Authorizations, submit any Sales Drafts or Credit Drafts until you haveread and understood the PCI DSS, CISP, SDP and DISC for which you acknowledge wehave provided you sufficient information to obtain, and you will be deemed to have doneso upon our receipt of your request or submission of any Authorizations, Sales Drafts orCredit Drafts.

You must comply with the data security requirements described in this Section 4.1, includ -ing, without limitation, PCI DSS, SDP, CISP, DSOP and DISC, and any additional CardOrganization requirements applicable to payment applications and PIN transactions.

Detailed information about PCI DSS can be found at the PCI DSS Council’s website:www.pcisecuritystandards.org.

Detailed information about Visa’s CISP program can be found at Visa’s CISP website:www.visa.com/cisp.

Detailed information about MasterCard’s SDP program can be found at the MasterCardSDP website: www.mastercard.com/sdp.

Detailed information about DISC can be found at Discover Network’s DISC website:http://www.discovernetwork.com/merchants/data-security/disc.html.

Detailed information about DSOP can be found at American Express’ DSOP website:www.americanexpress.com/datasecurity.

4.2. Data Security Requirements. You must comply with the data security require - ments shown below:

• You must install and maintain a secure network firewall to protect data across public networks.

• You must protect stored data and data sent across networks, using methods indicated inthe PCI DSS.

• You must use and regularly update anti-virus software and keep security patches up-to-date.

• You must restrict access to data by business “need to know,” assign a unique ID to eachperson with computer access to data and track access to data by unique ID.

• You must not use vendor-supplied defaults for system passwords and other securityparameters.

• You must regularly test security systems and processes.

• You must maintain a policy that addresses information security for employees andcontractors.

• You must restrict physical access to Cardholder information.

• You may not transmit Cardholder account numbers to Cardholders for Internet transactions.

• You cannot store or retain Card Validation Codes (three-digit values printed in the signa -ture panel of most Cards, and a four-digit code printed on the front of an American ExpressCard) after final transaction authorization.

• You cannot store or retain Magnetic Stripe data, PIN data or AVS data. Only Card holderaccount number, Card holder Name and Cardholder expiration date can be retainedsubsequent to transaction authorization.

• You must destroy or purge all Media containing obsolete transaction data with Card holderinformation.

• You must keep all systems and Media containing Card account, Cardholder, or trans ac - tion information (whether physical or electronic) in a secure manner so as to preventaccess by, or disclosure to any unauthorized party.

• For Internet transactions, copies of the transaction records may be delivered to Card holdersin either electronic or paper format.

• You must use only services and Merchant Equipment that have been certified as PCI-DSScompliant by the Card Organizations.

4.3. Compliance Audits. You may be subject to ongoing validation of your com pliancewith PCI DSS standards. Furthermore, we retain the right to conduct an audit at your expense,performed by us or a Person designated by us to verify your com pliance, or that of youragents or Merchant Providers, with security procedures and these Operating Procedures.

4.4. Immediate Notice Required. In the event that transaction data is known or sus -pected of having been accessed or retrieved by any unauthorized Person, you must con tactus immediately, and in no event more than 24 hours after becoming aware of such activity.

4.5. Investigation. You must, at your own expense (i) perform or cause to be performedan independent investigation, including a forensics analysis performed by a certified forensicvendor acceptable to us and the Card Organizations in accordance with Card Organizationstandards, of any data security breach of Card or transaction data, (ii) provide a copy of thecertified forensic vendors final report regarding the incident to us and the Card Organiza -tions, (iii) perform or cause to be performed any remedial actions recommended by any suchinvestigation, and (iv) cooperate with us in the investigation and resolution of any securitybreach. Notwithstanding the foregoing, if required by a Card Organization, we will engagea forensic vendor approved by a Card Organization at your expense. You must cooperatewith the forensic vendor so that it may immediately conduct an examination of Merchant

Equipment, and your and Merchant Providers’ procedures and records and issue a writtenreport of its findings.

4.6. Required Information for Discover Network Security Breaches. For securitybreaches involving Discover Network transactions and/or track data, you must provide usand/or Discover Network with the following information: (i) the date of breach; (ii) detailsconcerning the data compromised (e.g., account numbers and expiration dates, Cardholdernames and addresses, etc.); (iii) the meth od of such breach; (iv) your security personnelcontacts; (v) the name of any person (including law enforcement) assisting you with yourinvestigation of such breach; and (vi) any other information which we reasonably requestfrom you concerning such breach, including forensics reports. You shall provide such infor -mation as soon as practicable, and the items listed in (i)-(v) shall be provided to us in anyevent within 48 hours of your initial notification to us of the breach.

4.7. Merchant Providers. The data security standards set forth in this Section 4 alsoapply to Merchant Providers. Before you engage any Merchant Provider, you must pro videto us in writing (a) the Merchant Provider’s legal name, (b) contact information, and (c)intended function. You acknowl edge and agree that you will not use, or provide Card holderdata access to, any Merchant Provider until you receive our approval and, if required, con -fir mation of our registration of that Merchant Provider with applicable Card Organizations.You must ensure that you and Merchant Providers: (i) comply with the registration processwhich can involve site inspections, background investigations, provision of financial state -ments, and any other information required by a Card Organization; (ii) comply with theperiodic and other reporting required by a Card Organization; and (iii) comply with allapplicable Card Organization Rules, including with out limitation, those requiring securityof Cardholder data. You may allow Merchant Providers access to Cardholder data only forpurposes authorized under and in con formance with the Card Organization Rules. You areresponsible for all our costs and expenses associated with our review, approval, certification(and recertification as may required by us or the Card Organization Rules) and registrationof any Merchant Providers.

Your use of the Services, equipment, software, systems, materials, supplies or resources ofthird parties regarding your Card transactions processing, including, without limi ta tion,Merchant Providers and any third party lessors or licensors, will not affect your obligationsunder this Agree ment to us which will apply to the same extent as if you had not used them.We have no liability or responsibility to you or others regarding these third parties, even ifwe referred them to you. These third parties are your agents, and you are solely responsiblefor (i) determining whether they can meet your needs and standards, (ii) their actions,inactions and compliance with the terms of this Agree ment and the Card Organization Rulesand (iii) any and all fees, costs, expenses and other obligations owed to them by you orowed by them to us or to Card Organizations.

4.8. Noncompliance Fees. If we have not received receipt of your validation of compli -ance with your PCI DSS standards within the first 120 days of the date of the Agree ment, youwill be charged a monthly non-receipt of PCI Validation fee as set forth in the Applicationor as otherwise communicated to you, for the period beginning upon expiration of the 120day period, until such time as you are compliant or this Agreement is terminated, whichevercomes first. This monthly non-receipt of PCI Validation fee is in addition to any and allother fees for which you are responsible related to your failure to be compliant as requiredhereunder.

4.9. Costs. If you or a Merchant Provider (or other Person used by you) are deter minedby any Card Organization, regardless of any forensic analysis or report, to be the likely sourceof any loss, disclosure, theft or compromise of Card holder data or Card trans action infor -mation (together, “Compromised Data Events”) and regardless of your belief that youhave complied with the Card Organization Rules or any other security precautions and arenot responsible for the Compromised Data Event, you must promptly pay us for all relatedexpenses, claims, assessments, fines, losses, costs, and penalties and Issuer reim burse mentsimposed by the Card Organizations against us (together, “Data Compro mise Losses”). Inaddition to the foregoing, you must also pay us promptly for all expenses and claims madeby Issuers against us alleging your responsibility for the Compromised Data Event, apartfrom any claim procedures administered by the Card Organizations.

5. Authorizations

Each authorization request you submit to us must fully comply with the applicable provi -sions of this Agreement. Submission of an authorization request that does not fully complymay result in assessment of additional fees to you, a declined authori zation response or aChargeback to you.

You must obtain an Authorization Approval Code from us (or as authorized, pursuant toSection 5.4) for all transactions. A positive authorization response for MasterCard remainsvalid for seven (7) days for electronic processed transactions. For true paper merchants forMasterCard and Visa transac tions the Authorization remains valid for thirty (30) days. A pos -itive authorization response for Discover Network trans actions remains valid for ninety (90)days. A positive authorization response for American Express Non T&E transactions aregood for seven (7) days, American Express T&E transactions are good for thirty (30) days.Failure to settle within these timeframes may result in a late presentment Chargeback.

Failure to obtain an Authorization Approval Code for a sales transaction may result in aChargeback and/or the termina tion of your Agreement. Authorization Approval Codes canbe obtained through your POS Terminal or a Voice Response Unit (“VRU”). Any fees relatedto authorizations will be charged for a request for an Authorization Approval Code, whetheror not the transaction is approved.

Do not attempt to obtain an Authorization Approval Code provided by someone other thanus except as described in Section 5.4. If a Cardholder or another service provider providesyou with either an authorization number or with a telephone number for obtain ing auth -oriza tions, the Authorization Approval Code you receive may not be valid. Even if the trans -action is initially processed and funded, it may be charged back at a later date. Also, if you



receive a purported Authorization Approval Code from someone other than us, we will nothave the supporting records and will be unable to verify that you received the auth orizationif that is later questioned in a Chargeback.

An Authorization Approval Code only indicates the avail ability of credit on an account atthe time the authorization is requested. It does not warrant that the person pre senting theCard is the rightful Cardholder, nor is it a promise or guarantee that you will not be subjectto a Chargeback.

If you obtain Address Verification, you must review the AVS response separately from theauthorization response and make your own decision about whether to accept the transaction.A transaction can receive an Authorization Approval Code from the Issuer even if AVS isunavailable or reflects that the address provided to you does not match the billing addresson file at the Issuer. If the authorized Cardholder disputes such a trans action, you will berespon sible for the resulting Chargeback.

If you receive a Referral response to an attempted author ization, you may not submit thetransaction without calling for and receiving a voice authorization. After receiving a Referralresponse you may not attempt another authorization on the same Card through your POSTerminal.

If you fail to obtain an Authorization Approval Code or if you submit a Card trans actionafter receiving a decline (even if a subsequent authorization attempt results in an Auth -orization Approval Code), your transaction may result in a Chargeback and may be assessedfines or fees by the Card Organizations for which you will be responsible. These currentlyrange from $25 to $150 per transaction. To avoid these costs and related Charge backs, alwaysobtain an Authorization Approval Code directly from your terminal before submitting atransaction for settlement.

For Cards other than MasterCard, Visa and Discover Network (e.g., American Express, etc.)or for check acceptance, you must follow the procedures for authorization and accept ancefor each.

You may not attempt to obtain multiple authorizations for a single transaction. If a sale isdeclined, do not take alter native measures with the same Card to obtain an approval of thesale from other authorization sources. Instead, request another form of payment. If youaccept and process a transaction that was declined, or attempt multi-transactions and/ormulti-authorizations, you are subject to a Charge back, Card Organization fines and/orcancellation of your Agreement.

For MasterCard transactions, automated fuel dispensers must ensure that completion mes -sages are submitted for MasterCard Cards within 60 minutes of the Authorization.

5.1. Card Not Present Transactions. You must obtain the 3-digit Card Validation Code(CVV2, CVC2, CID) and submit this Code with all authorization requests with respect totransactions where the Card is not present (e.g., telephone, mail or internet sales). However,for recurring transaction authorizations you should submit the Card Vali dation Code withthe first authorization request only, and not with subsequent recurring transaction authori -zation requests. (See Section 1.7). NOTE: For each Card Not Present Discover Networktransaction, you must also verify the name and billing address of the Discover NetworkCardholder using the Address Verification System (AVS), and if you do not receive apositive match, do not process the Discover Network Card Not Present transaction.

5.2. Authorization via Telephone (Other Than Ter minal/ Electronic Device Users).• Call your designated voice authorization toll free number and enter the authorization infor -

mation into the VRU using a touch tone phone or hold for an authorization rep resentative.

• If advised to pick up a Card, use reasonable and peaceful means to do so, and do not takeany action that will alarm or embarrass the Card presenter. You will bear all responsibilityfor claims, liabilities, costs and expenses as a result of any action by you, your employees,vendors or agents, that attempt to retain a Card without the Issuer’s direct request orfailure to use reasonable, lawful means in retaining or attempting to retain the Card.Forward the Card to: Attn: Rewards Department, P.O. Box 5019, Hagerstown, MD 21740.You may be paid a reward for the return of the Card.

• On occasion, the Authorization Center will ask you to obtain identification from theCardholder before issuing an approval code. If you are instructed to do so, clearly writethe appropriate identification source and numbers in the space provided on the Sales Draftunless otherwise prohibited by law.

• If the sale is declined, please remember that our operators are only relaying a message fromthe Issuer. The fact that a sale has been declined should not be interpreted as a reflection ofthe Cardholder’s creditworthiness. The Cardholder should be instructed to call the Issuer.

5.3. Authorization via Electronic Devices.• If you use an electronic terminal to obtain an Authorization Approval Code, all sales

should be authorized through this equipment. Authorizations through other methodswill result in additional charges to you.

• If your terminal malfunctions, refer to your Quick Reference Guide, if necessary, or call thePOS Help Desk. The problem will either be corrected promptly or may require terminalprogramming or replacement. During the period in which your terminal is not functioning,remember to check it periodically since most terminal problems are temporary in natureand are quickly corrected.

• If a terminal is moved or if wires are disconnected, causing malfunction, call the POS HelpDesk immediately and follow their instructions. You may be responsible for any servicecharges incurred for reactivation of the terminal.

• Until the terminal becomes operable, you must call your designated voice authori zationtoll free number and enter authorization information into the VRU using a touchtonephone. During this time, each transaction must be imprinted using a manual Imprintermachine. Failure to obtain an Authorization Approval Code and to imprint these trans -actions could result in a Chargeback to your account.

5.4. Third Party Authorization System. If you have contracted with another auth oriza-tion network to obtain Credit Card authorization, i.e., your terminal can Split Dial, liabilityresulting from discrepancies with that network must be resolved between you and thatnetwork. We will not research Chargebacks resulting from Authorization Approval Codesobtained from another authorization service organiza tion. Such Chargebacks will be passedthrough to you for resolution. If an authorization provided by a third party authorizationsystem is challenged in a Chargeback, you must obtain proof (e.g., third party authorizationlogs) from the authorization source and submit it to us within the time frame specified onthe Chargeback documentation.

IF YOU CONTRACTED TO USE ONE OF OUR AUTHORIZATION SERVICES, DO NOTUSE ANOTHER THIRD PARTY SYSTEM WITHOUT NOTIFYING CUSTOMER SERVICE.OTHERWISE, WE WILL BE UNABLE TO SUCCESSFULLY RESEARCH AND DEFENDANY AUTHORIZATION RELATED CHARGEBACKS ON YOUR BEHALF. THIS DELAYWILL SIGNIFICANTLY DECREASE YOUR TIME TO RESEARCH AND PROVIDE PROOFOF AUTHORIZATION, THUS REDUCING YOUR OPPORTUNITY TO REVERSE ACHARGEBACK.

If you utilize another authorization network, you will be responsible for the down grade ofany transactions to a higher cost interchange that result from a mismatch of information toour systems and those of third party authorization networks (see Section 18.1).

If you use a third party authorization network, you must also comply with Section 4.7.

Call the following for other Card types:American Express/ESA or Direct 1-800-528-5200JCB, International 1-800-522-9345TeleCheck 1-800-366-5010Voyager 1-800-987-6589WEX 1-800-842-0071

Available 24 hours/day; 7 days/week.All approved sales authorized in this manner must be entered manually as “post author -ization” transactions into the terminal, once the terminal becomes operational. All Credittransactions must be entered into the terminal for data capture. You may be subject to aChargeback if you receive a Referral and subsequently receive an approval. To reduce therisk of such a Chargeback, the Card should be imprinted using a manual Imprinter machine.(For specific procedures on Electronic Data Capture, refer to the Terminal Operating Instruc -tions/Users Guide.) If the terminal malfunctions for more than twenty-four (24) hours,contact Customer Service for further instructions on processing your transactions.

5.5. Automated Dispensing Machines. Records must be produced for all trans actionswhose origin and data capture are automated dispensing machines or Limited AmountTerminals. Records should include the Cardholder account number, merchant’s name,terminal location, transaction date and amount.

5.6. Pre-Authorization for T&E (Travel & Entertain ment) and Restaurant Merch ants.If you are a business engaged in providing travel and/or entertainment services (e.g., carrentals, hotels, motels, etc.) or a restaurant business, and engage in the practice of “pre-authorization” you must comply with the following general procedures:

• A hotel, motel, or car rental merchant may obtain an estimated Visa, MasterCard orDiscover Network authorization at the time of check-in.

• Restaurants must not add an estimated tip amount to the authorization request beyondthe value of the goods provided, or services rendered, plus any applicable tax.

• You must notify the Cardholder of the dollar amount you intend to “Pre-Authorize.”

• If the customer decides to use another form of payment (e.g., cash, check, etc.) you mustpromptly call the Voice Authorization Response Unit to delete the authorization hold.Provide the Cardholder’s account number, original dollar amount and date of the trans -action, and the authorization code. If a new transaction takes place, a new im printed andsigned Sales Draft for the exact amount and a new authorization code for that amountmust be obtained.

• VEHICLE RENTAL PROVIDERS MAY NOT INCLUDE POTENTIAL VEHICLEDAMAGE OR INSURANCE DEDUCTIBLES IN ANY PREAUTHORIZATIONS.

• If you receive a decline on a transaction, you must wait twenty-four (24) hours beforeattempting to reauthorize. If you reauthorize prior to this time frame and receive an ap -proval, you may be subject to a Chargeback and a fine imposed by the Card Organizations.

• Hotels, motels, and car rental merchants are allowed up to a 15% variance above theamount authorized. If the final amount charged to the Cardholder exceeds the originalestimate by more than 15% above the preauthorization, you must authorize any additionalamounts, and all incremental authorization codes must be written in the authorizationarea along with the date of authorization and the amount authorized.

• Pre-Authorization for certain establishments, are allowed up to a 20% (instead of 15%)variance above the amount authorized. If the final amount exceeds the amount “pre -authorized” by more than 20%, you must authorize the additional amount. Esti mat ing theAuthorization amount to include a tip is prohibited. The authorization request shouldinclude only the amount associated with the bill presented to the consumer.

• You should obtain an authorization for the initial estimated charges and then monitorthe charges to ensure that the actual charges made do not exceed the estimated charges.If the actual charges exceed the amount of the ini tial estimated authorization (and anysubsequent esti mated authorizations), then you must secure a positive authorization forthe additional amount. NOTE: Subse quent authorizations should only be for the addi -tional amount of total charges and not include amounts already authorized.



• The estimated amount of any pre-authorization for lodging accommodations must bebased on (i) the intended length of stay; (ii) the room rate; (iii) applicable taxes and servicecharges; and (iv) other miscellaneous charges as dictated by experience.

• If an authorization request is declined, no charges occurring after that date will be acceptedfor that Cardholder.

• You do not need to obtain a final authorization if the total sum of charges (the finalamount) does not exceed 120% of the previously authorized charges. You must record thedates, authorized amounts, and their respective Authorization Approval Codes on theSales Draft(s).

5.7. Discover Network Procedure for Request for Cancellation of Author i zation.If a Discover Network Card sale is cancelled or the amount of the transaction changesfollowing your receipt of authorization for the sale, you must call your Auth orization Centerdirectly and request a cancellation of the authorization. An author iza tion may be cancelledat any time within fifteen (15) days of your receipt of the authorization, but must be can -celled before the sales data relating to the transaction is submitted to us, after which theauthorization cannot be changed. For an authorization cancellation, you must provide uswith the following information, in this order:

• The Discover Network Merchant Number used in the authorization;

• The Card number;

• The original amount of the authorization being cancelled;

• The new amount of the total transaction (if any);

• The original authorization code for the authorization being cancelled;

• The expiration date of the Card; and

• A brief reason for the authorization cancellation.

5.8. Partial Authorization and Authorization Reversal. Partial authorization providesan alternative to a declined transaction by permitting an Issuer to return an authorizationapproval for a partial amount, an amount less than the transaction amount requested by themerchant when the available card balance is not sufficient to approve the transaction infull. The Cardholder is able to use up the remaining funds on the card and select anotherform of payment (i.e., another payment card, cash, check) for the remaining balance of thetransaction. For MasterCard transactions, partial authorization is optional for batch author -ized e-commerce transactions, mail order, telephone order transactions and recurring paymenttransactions. For Discover transactions, partial Authorization support is optional for CardNot Present transactions. If you support partial authorizations, a partial authorization indi -cator must be included in each authorization request.

An authorization reversal must be submitted if the authorization is no longer needed, apartial amount of the total authorized is submitted for the settled transaction, or the Card -holder elects not to complete the purchase. The transaction sent for settlement must be nomore than the amount approved in the partial authorization response. In the event thatyou wish to support the partial authorization functionality, you must contact Processor foradditional rules and requirements.

6. Submission/Deposit of Sales Drafts and Credit Drafts

6.1. Submission of Sales for Merchants Other Than Your Business. You may presentfor payment only valid charges that arise from a transaction between a bona fide Cardholderand your establishment. If you deposit or attempt to deposit trans actions that arise fromsales between Cardholders and a different business than the one approved by us in our Agree -ment with you, then the transaction may be charged back, we may suspend or debit fundsassociated with all such transactions, and we may immediately terminate your account andthe Agreement.

6.1.1. Factoring. Factoring is considered merchant fraud and strictly prohibited. Factor -ing is the submission of authorization requests and/or Sales Drafts by a merchant for Cardtransactions transacted by another business. If you submit Sales Drafts on behalf of anotherperson, you will suffer any losses associated with the disputes of any such Sales Draft and/ortransaction. Also if any fraud is involved, you could face criminal prosecution.

6.2. Timeliness. In order to qualify for the lowest interchange Discount Rate, all Sales andCredit Drafts must be properly completed and submitted daily. If you have not received pay -ment for submitted Sales Drafts after one (1) week from your normal payment date, contactCustomer Service. Late Submission of Sales or Credit Drafts may result in increasedinterchange rates or fees or in a Chargeback to you.

6.3. Electronic Merchants: Daily Batching Require ments & Media Submis sion.Batches must be transmitted to us by the time indicated in Section A.2. of Part IV of thisAgreement) in order to be processed on the date of transmission. Additionally, if you depositvia magnetic tape, electronic transmissions, or Electronic Data Capture terminal, and havecontracted to send the actual Sales Drafts and Credit Drafts to us for imaging and retrieval,the Media must be batched daily by register / terminal following the procedures below.Failure to do so may result in a processing fee and/or a Chargeback due to our inability toretrieve the Media as requested by the Issuer.

• A register/terminal Batch header form must be filled out for each Batch of Media.

• The Batch header must be imprinted with your Merchant Identification Card, and all areascompleted properly (i.e., Batch number, date, amount, number of items, etc.).

• The Batch/deposit total must match to the settled/reconciled amount displayed on theterminal upon closing the Batch.

• Any discrepancies between the actual Media and electronic display must be recon ciled andcorrected before storing the Media (for merchants who contract to hold their Media) orbefore sending us the copies of the deposit. Otherwise, transactions may appear to be anew Submission and may be manually keyed (causing duplicate billing to Card holders

and resulting in Chargebacks) or we may not be able to retrieve an item when requestedby the Issuer.

• It is your responsibility to ensure that the actual Media is batched correctly and, depend -ing on the terms of your Agreement, either stored at your location or sent to Processor. (Insome cases, the actual Media is sent daily to your head office, and forwarded to Processorfor imaging.)

• You must confirm that your equipment has transmitted its Batches to us atleast once daily. Even if your equipment is designed or programmed to close and submitBatches without your intervention, it is ultimately your responsibility to con firm that theBatches have been transmitted to us for processing.

7. Settlement

Except as otherwise set forth in this Program Guide, Your funds for MasterCard/Visa /Discover Network and American Express transactions will ordinarily be processed andtransferred to your financial institution within two (2) Business Days from the time a Batchis received by Processor if your financial institution is the Bank. If your financial institutionis not the Bank, your MasterCard/Visa/Discover and American Express transactions willordinarily be processed via the Federal Reserve within two (2) Business Days from the timea Batch is received by Processor. The Federal Reserve will transfer such amounts to yourfinancial institution.

If you have been classified by Discover Network as having a Discover Direct StrategicRelationship with Discover Network, we will not acquire your Discover Network trans ac -tions and they will be subject to your agreement with Discover Network.

You acknowledge and agree that if we have not agreed to or do not acquire trans ac tions forany Card type (i) we have no liability or responsibility whatsoever for the settlement of ordisputes regarding those transactions and (ii) you will pursue directly with the related CardOrganization all claims and disputes regarding those trans ac tions. You agree to pay us forper item processing, authorization and other fees in the Application for any non-acquiredtransaction services you receive from us.

8. Refunds/Exchanges (Credits)

8.1. Refunds.• You must promptly complete and submit a Credit Draft for the total amount of the Credit,

which must include the following information:– The account number and expiration date;– The Cardholder’s name;– Your name, city, state and Merchant Account Number;– A description of the goods or services;– The transaction date of the Credit;– The total amount of the Credit; and – For Discover Network transactions, the approved currency used and the signature of

your authorized representative or employee.

• You cannot process a Credit transaction that does not correspond to a refund on a previoustransaction on the original Sales Draft.

• Full refunds must be for the exact dollar amount of the original transaction includ ing tax,handling charges, etc. (You must identify the shipping and handling charges incurred.)The refund amount may not be for more than the original Card sale amount.

• All dollar amounts and other handwritten information must be clearly written. (Straymarks on the Credit Draft will render it unscannable/ illegible.)

• Do not circle or underline any information on the Credit Draft.

• Imprint the Credit Draft with the same Card used by the Cardholder to make the originalpurchase when applicable. You should not credit an account that differs from the accountused for the original transaction.

• Never give cash or check Credit refunds for Card sales.

• Have the Cardholder sign the Credit Draft, give the Cardholder the appropriate copy, anddeposit the Credit Draft immediately. Failure to process a Credit within five (5) calendardays may result in a Chargeback.

• Authorization is not required for Credits.

• You cannot intentionally submit a sale and an offsetting Credit at a later date solely forthe purpose of debiting and crediting your own or a customer’s account.

• You are responsible for paying all refunds submitted to us on your merchant account. Weassume no responsibility for verifying any Credits or refunds.

• Do not process a Credit transaction once a Chargeback is received. Credits issued after aChargeback has been received may not be recoverable and the merchant would be finan -cially responsible for the credit as well as the Chargeback.

• YOU ARE RESPONSIBLE TO SECURE YOUR TERMINALS AND TO INSTITUTE APPRO - PRIATE CONTROLS TO PREVENT EMPLOYEES OR OTHERS FROM SUB MIT TINGCREDITS THAT DO NOT REFLECT BONA FIDE RETURNS OR REIM BURSE MENTSOF PRIOR TRANSACTIONS.

8.2. Exchanges. • No additional paperwork is necessary for an even exchange. Just follow your standard

company policy.

• For an uneven exchange, complete a Credit Draft (follow the procedures outlined inSection 8.1) for the total amount of only the merchandise returned. The Card holder’saccount will be credited for that amount. Then, complete a new Sales Draft for the totalamount of any new merchandise purchased.



9. Retention of Records For Retrievals and Chargebacks

9.1. Retain Legible Copies. For MasterCard and Visa: You must securely retain legible copies of all Sales Drafts andCredit Drafts or any other transaction records for a period of eighteen (18) months from thedate of each transaction and a period of five (5) years for the retention of healthcare SalesDrafts and Credit Drafts. The Sales Drafts you retain must comply with all require ments (seeSection 3.1).

For Discover Network: You must securely retain legible copies of all Sales Drafts and CreditDrafts or any other transaction records for the longer of (i) 365 days or (ii) the reso lutionof any pending or threatened disputes, claims, disagreements or litigation involving theCard transaction. You must also keep images or other copies of Sales Drafts for no less thanthree (3) years from the date of the Discover Network transaction.

For American Express: You must submit the Credit to American Express directly, or throughyour Processor, for payment. You must securely retain legible copies of all Sales Drafts andCredit Drafts or any other transaction records for 24 months from the date you submittedthe corresponding Credit to us. You must also provide a copy of the Credit Draft to theCardmember or as required by applicable law, truncate the Card Number and do not printthe Card’s expiration date on copies of Credit Drafts delivered to the Cardmember.

9.2. Provide Sales and Credit Drafts. You must provide all Sales Drafts and Credit Draftsor other transaction records requested by us within the shortest time limits established byCard Organization Rules. You are responsible for any deficiencies in Card trans ac tion datatransmitted or otherwise delivered to us.

10. Chargebacks, Retrievals and Other Debits

10.1. Chargebacks. 10.1.1. Generally. Both the Cardholder and the Issuer have the right to question or dis -pute a transaction. If such questions or disputes are not resolved, a Chargeback may occur.As a result, we will debit your Settlement Account or settlement funds for the amount ofeach Chargeback. It is strongly recommended that, whenever possible, you contact theCardholder directly to resolve a disputed transaction or Chargeback, unless the disputeinvolves a Discover Network Cardholder, in which case Discover Network rules and regu -la tions expressly prohibit you from contacting the Discover Network Cardholder regardingthe dispute. You are responsible for all Chargebacks, our Chargeback fees, and related costsarising from your transactions.

10.1.2. Transaction Documentation Requests. In some cases, before a Charge back isinitiated, the Issuer will request a copy of the Sales Draft, via a request for transac tiondocumentation. We will forward the request to you. You must respond to the request withinthe time frame and manner set forth in the request. We will then forward your response tothe Issuer. If you fail to timely respond, we will so notify the Issuer and a Charge back mayresult. Upon receipt of a transaction documentation request, imme diately retrieve therequested Sales Draft(s) using the following guidelines:

• Make a legible copy, centered on 8-1/2 x 11-inch paper (only one (1) Sales Draft per page).

• Write the ‘case number’ from the request for transaction documentation on each copy/page.

• If applicable, make copies of a hotel folio, car rental agreement, mail/phone/internet orderform, or other form of receipt.

• If a Credit transaction has been processed, a copy of the Credit Draft is also required.

• Letters are not acceptable substitutes for Sales Drafts.

• Fax or mail legible copies of the Sales Draft(s) and Credit Drafts, if applicable, to the faxnumber or mail address provided on the request form.

• If you fax your response, please set your fax machine to print your fax number and nameon the documents that you send. We can use this information to help deter mine wherethe documentation received originated from should additional research be required.

• Additionally, please set the scan resolution on your fax machine to the highest setting. Thehigher resolution setting improves the clarity of characters and graphics on the documenta -tion transmitted and helps reduce the number of illegible fulfill ments and/or Chargebacks.

If we do not receive a clear, legible and complete copy of the transaction documentationwithin the timeframe specified on the request, you may be subject to a Chargeback for“non-receipt” for which there is no recourse.

A handling fee may be charged by the Issuer and will be debited from your SettlementAccount or settlement funds if, a transaction documentation request results from a differ -ence in the following information on the Sales Draft and the transmitted record: Merchantname or an incorrect city, state, foreign country and/or transaction date.

10.1.3. Chargeback Process. Regardless of whether you respond to a transaction doc -u mentation request, a Chargeback may be debited to your Settlement Account for numerousreasons (see below). If the Issuer submits a Chargeback, we will send you a Chargebacknotification, which may also include a request for transaction documen tation. Due to theshort time requirements imposed by MasterCard, Visa, Discover Network and AmericanExpress, it is extremely important that you respond to a Chargeback notification andtransaction documentation request within the time frame set forth in the notifi cation.Do not process a Credit trans action once a Chargeback is received; the Issuer will credit theCard holder’s account. Credits issued after a Charge back has been received may not berecover able and you may be financially responsible for the Credit as well as the Chargeback.If the information you provide is both timely and, in our sole discretion, sufficient towarrant a repre sent ment of the transaction and/or reversal of the Chargeback, we will doso on your behalf. However, representment and/or reversal is /are ultimately con tingentupon the Issuer and/or Cardholder accepting the transaction under applicable Card Organi -zation guidelines. Representment or reversal is not a guarantee that the Charge back hasbeen resolved in your favor.

For Visa Chargebacks: If we reverse the Chargeback and represent the transaction to theIssuer, the Issuer, at its sole discretion, may elect to submit the matter for arbitration beforeVisa. Visa currently charges a $250 filing fee and a $250 review fee. You will be responsiblefor all such fees and charges whether or not a decision is made in your favor, and any otherapplicable fees and charges imposed by Visa, as they may change from time to time. Suchfees and charges will be debited from your Settlement Account or settlement funds, inaddition to the Chargeback.

For MasterCard Chargebacks: If we reverse the Chargeback and represent the trans actionto the Issuer, the Issuer, at its sole discretion, may elect to resubmit the Charge back. In suchevent, at the discretion of Processor, we will debit your Settlement Account or settlementfunds for the Chargeback. However, if you feel strongly that it is an invalid Chargeback, wemay, on your behalf and at your request, submit the matter for arbitration before MasterCard.MasterCard currently charges a $250 filing fee and a $250 review fee. You will be responsiblefor all such fees and charges whether or not a decision is made in your favor, and any othercharges imposed by MasterCard as they may change from time to time. Such fees andcharges will be debited from your Settlement Account or settle ment funds, in addition tothe Chargeback.

For Discover Network Chargebacks: If Discover Network rejects our representment requestand you feel strongly that the Chargeback is invalid, we may, at the discretion of Processorand on your behalf and at your request, submit the matter for dispute arbitration beforeDiscover Network. Discover Network charges fees for represent ment requests and anarbitration fee as published in their fee schedule.

If the Chargeback is not disputed within the applicable time limits set forth by MasterCard,Visa, Discover Network and American Express rules and regulations, reversal rights areforfeited. Our only alternative, for Visa and MasterCard non-fraud Chargeback reason codes,is to attempt a “good faith collection” from the Issuer on your behalf. This process can takeup to six (6) months and must meet the Issuer’s criteria (e.g., at or above a set dollar amount).Good faith collection attempts are not a guarantee that any funds will be collected on yourbehalf. Issuers normally charge good faith collection fees, which are deducted from thetransaction amount if accepted in addition to any processing fees that are charged by us.

For American Express Chargebacks: You may request a Chargeback reversal if the Charge -back was applied in error. In order for us to consider your request, you must have respondedto the original inquiry within the specified timeframe, request the Chargeback reversal nolater than 20 days after the date of the Chargeback, and provide all supporting documenta -tion to substantiate the error.

NOTE: Discover Network and American Express do not offer good faith collection forAcquirers.

MasterCard and Visa Card Organization Rules require that a merchant make a good faithattempt and be willing and able to resolve any disputes directly with the Card holder.Discover Network rules and regulations, however, prohibit you and/or us from contactingthe Cardholder directly regarding dispute(s) or any other matter, except as required foracceptance of Discover Network transactions, and require you and/or us to submit anyresponses to dispute notices directly to Discover Network.

Due to Card Organization Rules, you may not re-bill a Cardholder after a Chargeback isreceived for that transaction, even with Cardholder authorization.

We strongly recommend that you include a detailed rebuttal letter along with all per tinentdocuments when responding to a transaction request or a Chargeback notification (e.g.,rental agreement, imprinted portion of the invoice or Sales Draft; the portion signed by theCardholder; and the area where the authorization codes, with amounts and dates, are located).

Due to the short time frames and the supporting documentation necessary to success fully(and permanently) reverse a Chargeback in your favor, we strongly recommend the following:

• Avoid Chargebacks by adhering to the guidelines and procedures outlined in these Oper -ating Procedures.

• If you do receive a Chargeback, investigate, and if you dispute the Chargeback, submit theappropriate documentation within the required time frame.

• Whenever possible, contact the Cardholder directly to resolve the dispute, unless thedispute relates to a Discover Network Cardholder, in which case direct contact with theDiscover Network Cardholder regarding the dispute is prohibited by Discover NetworkCard Organization Rules.

• If you have any questions, call Customer Service.

10.1.4. Chargeback Reasons. The following section outlines the most common typesof Chargebacks. This list is not exhaustive. For ease of understanding, we have com binedlike Chargebacks into six groupings. We have included recommendations on how to reducethe risk of Chargebacks within each group. These are recommendations only, and do notguarantee that you will be able to prevent Chargebacks.

1. Authorization Issues: Proper Authorization procedures were not followed and validAuthorization was not obtained.

The following scenarios could cause an Authorization Related Chargeback to occur:• Authorization not obtained.

• Authorization was declined.

• Transaction processed with an expired card and Authorization was not obtained.

• Transaction was processed with an invalid account number and Authorization was not obtained.

• Card Recovery Bulletin (CRB) or Exception File was not checked (transactions belowfloor limit).



To reduce your risk of receiving an Authorization Related Chargeback:• Obtain valid Authorization on the day of the transaction.

– Card Present Transactions-Authorization must be obtained on the transaction date forthe amount settled.

– Card Not Present Transactions-Authorization must be obtained on the transaction datefor the amount settled. However, if merchandise is being shipped, Authoriza tion mustbe obtained within seven calendar days of the transaction ship date.

• If a declined response is received, then request another form of payment from theCardholder.

• If a Referral response is received, then follow proper voice procedures to obtain a validAuthorization and obtain an imprint of the card.

• “Pick-up” response indicates that the Issuer is requesting for the card to be retained andreturned back to them. The Card should not be accepted for payment. Additionally, youcan choose to retain the Credit Card and return it to the Acquirer.

• Merchants should not exceed any predetermined thresholds for specific terminal types asspecified by each Card Organization.

2. Cancellations and Returns: Credit was not processed properly or the Cardholder hascancelled and/or returned items.

The following scenarios could cause a Cancellation and Return Related Charge back to occur:• Cardholder received damaged or defective merchandise.

• Cardholder continued to be billed for cancelled recurring transaction.

• Credit transaction was not processed.

To reduce your risk of receiving a Cancellation and Return Related Chargeback:• Issue Credit to the Cardholder for the same account as the purchase in a timely manner.

– Do not issue Credit to the Cardholder in the form of cash, check or in-store/merchan diseCredit as we may not be able to recoup your funds in the event the transaction ischarged back.

• Ensure customers are fully aware of the conditions for recurring transactions. Cancelrecurring billings as soon as notification is received from the Cardholder or as a Charge - back, and Issue the appropriate Credit as needed to the Cardholder in a timely manner.

• Pre-notify the Cardholder of billings within 10 days (Domestic) and 15 (International)prior to billing, allowing the Cardholder time to cancel the transaction.

• Provide proper disclosure of your refund policy for returned/cancelled merchandise, orservices to the Cardholder at the time of transaction.– Card present, Cardholder signed the Sales Draft containing disclosure.

• If applicable, the words “NO EXCHANGE, NO REFUND,” etc. must be clearly printed in1/4-inch lettering on the Sales Draft near or above the Cardholder signature.– Ecommerce, provide disclosure on website on same page as check out requiring Card -

holder to click to accept prior to completion.– Card Not Present, provide cancellation policy at the time of the transaction.– Provide cancellation numbers to Cardholder’s when lodging services are cancelled.

• Ensure delivery of the merchandise or services ordered to the Cardholder.

3. Fraud: Transactions that the Cardholder claims are unauthorized; the account num beris no longer in use or is fictitious, or the merchant was identified as “high risk.”

The following scenarios could cause a Fraud Related Chargeback to occur:• Multiple transactions were completed with a single card without the Cardholder’s permission.

• Counterfeit card was utilized and proper acceptance procedures were not followed.

• Authorization was obtained; however, full track data was not transmitted.

• Cardholder states that they did not authorize or participate in the transaction.

NOTE: Visa Fraud Chargebacks: Chargeback representment rights do not exist if youfailed to fulfill a retrieval request and/or provide a sales slip that contains all required dataelements. To preserve Chargeback representment rights, respond to all retrieval re questswith a clear legible copy of the transaction document that contains all required dataelements within the required timeframe that is specified by the retrieval request.

To reduce your risk of receiving a Fraud Related Chargeback:Card Present Transactions:• Pre-notify the Cardholder of billings within 10 days.

• American Express customers have the option to receive written notification of the recurringtransaction at least (10) days prior to submitting, or any time the charge amount exceedsa maximum amount that has been set by the cardholder.

• Obtain an Authorization for all transactions.

• If you are utilizing an electronic device to capture card information, swipe all Card trans -actions through your electronic authorization device to capture Cardholder infor mationand ensure the displayed Cardholder number matches the number on the Card.

• If you are unable to swipe the Card or if a Referral response is received, imprint the Cardusing a valid imprinting device that will capture the embossed Card and merchant informa -tion. Do not alter the imprint on the draft in any way. Manually entering the informationinto the terminal does not protect you from this type of Chargeback. All pertinentinformation relating to the transaction must be written on the manually imprinted draft(transaction date, dollar amount, authorization code and merchandise description) alongwith the Cardholder signature.

NOTE: Do not imprint on the back of a signed Sales Draft. The imprint must be on thetransaction document that contains all transaction elements to prove the Card was presentat the time of the transaction.

• Obtain the Cardholder signature for all transactions; ensure the signature on the SalesDraft matches the signature on the back of the Card.

• Process all transaction one time and do not Batch out transactions multiple times.

• Educate staff on procedures to eliminate point of sale (POS) fraud.

Card Not Present Transactions:• Participation in recommended Fraud Prevention Tools:

– Verified by Visa Program

– MasterCard SecureCode

– Address Verification Services

– CVV2, CVC2 and CID Verification

NOTE: While transactions utilizing these tools may still be disputed, the service may assistyou with your decision to accept the Card for the transaction.

• Ensure you ship to the AVS confirmed address (bill to and ship to should match).

• Obtain Authorization for all transactions.

• Ensure merchant descriptor matches the name of the business and is displayed cor rectlyon the Cardholder statement.

• Ensure descriptor includes correct business address and a valid customer service number.

American Express offers fraud mitigation tools for both Card Present and Card Not Presenttransactions to help verify that a charge is valid. These tools help you mitigate the risk offraud at the point of sale, but are not a guarantee that a charge is in fact valid or bona fide,or that you will not be subject to a Chargeback. For optimal use of the tools, please visitAmerican Express’ Fraud Prevention Information at: www.americanexpress.com/fraudinfo.

4. Cardholder Disputes: Merchandise or services not received by the Cardholder, Mer -chan dise defective or not as described.

The following scenarios could cause a Cardholder Dispute Chargeback to occur:• Services were not provided or merchandise was not received by the Cardholder.

• The Cardholder was charged prior to merchandise being shipped or merchandise was notreceived by agreed upon delivery date or location.

• Cardholder received merchandise that was defective, damaged, or unsuited for the purposesold, or did not match the description on the transaction documentation/verbal descrip -tion presented at the time of purchase.

• Cardholder paid with an alternate means and their Card was also billed for the sametransaction.

• Cardholder cancelled service or merchandise and their Card was billed.

• Cardholder billed for a transaction that was not part of the original transaction document.

To reduce your risk of receiving a Cardholder Dispute Related Chargeback:• Provide Services or Merchandise as agreed upon and described to the Cardholder; clearly

indicate the expected delivery date on the sales receipt or invoice.

• Contact the Cardholder in writing if the merchandise or service cannot be provided or isdelayed, and offer the Cardholder the option to cancel if your internal policies allow.

• In the event that the Cardholder received defective merchandise or the merchandisereceived was not as described; resolve the issue with the Cardholder at first contact.

• If the merchandise is being picked up by the Cardholder, have them sign for the merchan -dise after inspection that it was received in good condition.

• Do not charge the Cardholder until the merchandise has been shipped, ship according tothe agreed upon terms and obtain signed Proof of Delivery from the Cardholder.

• If unable to provide services or merchandise, issue a Credit to Cardholder in a timelymanner.

• Accept only one form of payment per transaction and ensure the Cardholder is only billedonce per transaction.

• Do not bill Cardholder for loss, theft or damages unless authorized by the Cardholder.

5. Processing Errors: Error was made when transaction was processed or it was billedincorrectly.

The following scenarios could cause a Processing Error Chargeback to occur:• Transaction was not deposited within the Card Organization specified timeframe.

• Cardholder was issue a Credit Draft; however, the transaction was processed as a sale.

• Transaction was to be processed in a currency other than the currency used to settle thetransaction.

• The account number or transaction amount utilized in the transaction was incor rectlyentered.

• A single transaction was processed more than once to the Cardholder’s account.

• Cardholder initially presented Card as payment for the transaction; however Card holderdecided to use an alternate form of payment.

• Limited amount or self-service terminal transaction was processed for an amount whichis over the pre-determined limit.

To reduce your risk of receiving a Processing Error Related Chargeback:• Process all transactions within the Card Organization specified timeframes.

• Ensure all transactions are processed accurately and only one time.



NOTE: In the event that a transaction was processed more than once; immediately issuevoids, transaction reversals or Credits.

• Ensure that credit transaction receipts are processed as Credits and sale transactionreceipts are processed as sales.

• Ensure all transactions received a valid Authorization Approval Code prior to pro cessingthe transaction and obtain a legible magnetic swipe or imprinted Sales Draft that is signed.

• Do not alter transaction documentation or make any adjustments unless the Card holderhas been contacted and agrees to any modifications of the transaction amount.

• Ensure limited amount, self-service and automated fuel dispenser terminals are set properlyto conform to the pre-determined limits.

6. Non Receipt of Information: Failure to Respond to a Retrieval Request or CardholderDoes Not Recognize

The following scenarios could cause Non Receipt of Information Chargeback to occur:• The transaction documentation was not provided to fulfill the retrieval request.

• The retrieval request was fulfilled with an illegible Sales Draft or was an invalid fulfill ment(incorrect sales draft or sales draft did not contain required information which mayinclude signature).

• The Cardholder does not recognize or is unfamiliar with the transaction due to the mer -chant name and/or location not matching the name and/or location where the transactiontook place.

To reduce your risk of receiving a Non Receipt of Information RelatedChargeback:• Provide a clear and legible copy of the Sales Draft that contains all required data ele ments

within the required timeframe that is specified on the retrieval request.

• Ensure that the most recognizable merchant name, location and/or customer servicephone number is provided on all transactions.

• Retain copies of all transaction documentation for the required timeframe that is spec ifiedby each Card Organization.

• Develop efficient methods to retrieve transaction documentation to maximize ability tofulfill requests.

10.2. Other Debits. We may also debit your Settlement Account or your settlementfunds in the event we are required to pay Card Organization fees, charges, fines, penaltiesor other assessments as a consequence of your sales activities. Such debits shall not besubject to any limitations of time specified elsewhere in the Agreement, including, withoutlimitation the following, which we may add to or delete from this list as changes occur inthe Card Organization Rules or our Operating Procedures pursuant to Section 15:

• Card Organization fees, charges, fines, penalties, registration fees, or other assess mentsincluding any fees levied against us or any amount for which you are obligated to indem -nify us.

• Currency conversion was incorrectly calculated. NOTE: For Discover Network trans -actions, you are not permitted to convert from your local Discover Network approvedcurrency into another currency, nor may you quote the price of a trans action in U.S.Dollars if completed in another approved currency.

• Discount Rate not previously charged.

• Reversal of deposit posted to your account in error.

• Debit for Summary Adjustment not previously posted.

• Reversal of Credit for deposit previously posted.

• Debit for Chargeback never posted to your account.

• Debit for EDC Batch error fee.

• Card Organization Merchant Chargeback/fraud monitoring fees – excessive Charge backhandling fees.

• Failure of transaction to meet Member Controller Authorization Service (“MCAS”) –Cardholder account number on exception file.

• Original transaction currency (foreign) not provided.

• Travel Voucher exceeds maximum value.

• Debit and/or fee for investigation and/or Chargeback costs related to this Agreement, orfor costs related to our collection activities in an amount no less than $100.00.

• Costs arising from replacement or damage to equipment rented.

• Payment of current or past due amounts for any equipment purchase, rental or lease.

• Incorrect merchant descriptor (name and/or city, state) submitted.

• Incorrect transaction date submitted.

• Shipping and handling interchange fees.

• Costs or expenses associated with responding to any subpoena, garnishment, levy or otherlegal process associated with your account in an amount no less than $150.00.

10.3. Summary (Deposit) Adjustments/Electronic Rejects. Occasionally, it is neces -sary to adjust the dollar amount of your summaries/Submissions (deposits) and credit ordebit your Settlement Account or settlement funds accordingly. The following is a list of themost frequent reasons for Summary (Deposit) Adjustments/Electronic Rejects:

• Your summary reflected an arithmetic error.

• Submitted sales not included in your Agreement (e.g., American Express).

• The dollar amount is unreadable/ illegible.

• The Cardholder’s account number is unreadable/ illegible.

• Duplicate Sales Draft submitted.

• Card number is incorrect / incomplete.

• Summary indicated credits, but no credits were submitted.

10.4. Disputing Other Debits and Summary Adjustments. In order to quickly resolvedisputed debits and Summary Adjustments, it is extremely important that the items listedin this section be faxed or sent to the address listed on the notification.

If the Summary Adjustment is for an unreadable or incorrect Cardholder account num ber,resubmit the corrected Sales Draft with your next deposit. Also, if the transaction is overthirty (30) calendar days old, you must reauthorize and obtain a valid AuthorizationApproval Code.

A clear and legible copy of the Sales Draft containing the following should be obtained fromyour files:

• Date of sale/Credit;

• Cardholder’s account number, name and signature;

• Total amount of the sale and description of goods and services; and

• Date and Authorization Approval Code.

Include a dated cover letter detailing the reasons for requesting a review of the debit orSummary Adjustment and documentation to support your dispute. (You should retain acopy of the correspondence and all documentation for your files.) If the inquiry is relatedto prior correspondence, be sure to include the control number we previously used.

Immediately fax or mail the Sales Draft or Credit Drafts to the fax number or addressprovided on your notification letter.

If you have any questions, please call the Customer Service number provided on the lastpage of this Program Guide. If a Customer Service Representative informs you that addi -tional documentation is required in order to fully review the item, please imme diatelysubmit your rebuttal and transaction documentation to the fax number or address listed onthe debit notification.

11. Account Maintenance

11.1. Change of Settlement Account Number. If you change the Settlement Ac countin which you receive the proceeds of your transactions, you must call Customer Service oryour Relationship Manager immediately. If you accept payment types other than Visa,MasterCard and Discover Network (such as the American Express Card and TeleCheckServices), you are also responsible for contacting the Card Organizations or companiesgoverning those Cards to notify them of this change.

11.2. Change in Your Legal Name or Structure. You must call Customer Service oryour Relationship Manager and request a new Agreement.

11.3. Change in Company DBA Name,Address or Telephone/Facsimile Num ber.To change your company or location DBA name, address (or e-mail address), or telephone/fac simile number, you must send the request in writing to the address on your statement.

11.4. Other Change(s) in Merchant Profile. You must immediately notify us of anychange to the information on file with us in your merchant profile, including: (i) any newlines or types of business; (ii) change in ownership; (iii) the opening, closing or liquidationof business or any location; (iv) change in Card processing method (i.e., paper Sales Draftsto POS Device); (v) voluntary or involuntary party to a bank ruptcy case; (vi) entry into aloan or other agreement with a Person that seeks to affect this Agreement; and/or (vii)change from a business that exclusively conducts Card-present retail sales to one that acceptsCard sales by mail, telephone or Internet transactions. We retain the right to ter minate thisAgreement if you fail to notify us of any change to the information in your merchant profile.

11.5. Charges for Changes to Account Maintenance. You may be charged for anychanges referenced in this Section or any other changes requested by you or otherwisenecessary related to account maintenance.

12. Card Organization Monitoring

MasterCard, Visa, Discover Network and American Express have established guide lines,merchant moni tor ing programs and reports to track merchant activity such as, but notlimited to excessive Credit, reported fraud and Chargebacks, and increased deposit activity.In the event you exceed the guidelines or engage in practices that could circumvent suchmonitoring programs or submit suspicious transactions as identified by a Card Organi -zation or any related program or reports, you may be subject to: (i) operating procedurerequirement modifications; (ii) Chargebacks and/or increased fees; (iii) settlement delayor withholding; (iv) termination of your Agree ment; or (v) audit and imposition of fines.

13. Supplies

Placing Orders.• To order additional supplies, call Customer Service when you have two months’ inven -

tory left. We will ship you an adequate amount of supplies. The amount of supplies (basedon usage) on hand should not exceed a three- to six-month supply.

• In an EMERGENCY, please contact Customer Service using the number provided on thelast page of this Program Guide. If supplies are sent via an express delivery service, thedelivery charges will be debited to your account.

• You are responsible for unauthorized use of sales/Credit and summary Media. We rec om -mend that you store all supplies in a safe location.

• You may be charged for supplies and applicable shipping and handling charges.



B. CARD GENERAL TERMS

In addition to the preceding Operating Procedures, our Agreement with you includes the fol -lowing General Terms. If you fail to follow any of the provisions of the Operating Proceduresor General Terms, you may incur certain liabilities and we may terminate our Agreement.

14. Services

Subject to Card Organization Rules, Services may be performed by us or our agents, including,without limitation, our respective Affiliates, including the provision of terminals or otherequipment and local support functions in connection with this Agreement.

15. Operating Procedures; Card Organization Rules and Compliance

You agree to follow all requirements of this Agreement in connection with each Card trans -action and to comply with all applicable Card Organization Rules, including withoutlimitation, the data security requirements described in Section 4 above. From time to time,we may amend the Operating Procedures, by providing you with at least 20 days’ priorwritten notice, and those provisions will be deemed incorporated into this Agreement.However, for changes in the Card Organization Rules or for security reasons, certainchanges in Card procedures may become effective on shorter notice. If there are any incon - sis ten cies between the General Terms and the Operating Pro cedures, the General Termswill govern. You are responsible for staying apprised of all applicable changes to the CardOrganization Rules and maintaining compliance with the Card Organization Rules. CardOrganization Rules may be available on web sites such as http://usa.visa.com/merchants/operations/op_regulations.html and http:/mastercardmerchant.com. These links may changefrom time to time.

16. Settlement of Card Transactions

16.1. We will only be required to settle Card transactions for Card types specified in yourApplication. Promptly after presentment of Sales Drafts pursuant to the Oper ating Proce -dures, we will initiate a transfer of the applicable settlement funds to you.

16.2. Unless otherwise agreed to in writing to the contrary, all discount rates are deducteddaily. All settlements for Visa, MasterCard, Discover Network and American Express Cardtransactions will be net of Credits, Summary Adjustments, applicable discount fees whendue, Chargebacks and any other amounts then due from you. We may also set off from anypayments other wise due, any amounts owed to any of our respective Affiliates, whether ornot arising out of or related to this Agreement.

16.3. All credits to your Settlement Account or other payments to you are provisional andare subject to, among other things, our right to deduct fees, our final audit, Charge backs(including our related losses), and fees and fines imposed on us by the Card Organizationsas a result of your acts or omissions. You agree that we may debit or credit your SettlementAccount for any deficiencies, overages, fees, pending Chargebacks and any other amountsowed to us or any of our respective Affiliates, or we may deduct such amounts from settlementfunds or other amounts due to you from us, or our respective Affiliates. Alternatively, we mayelect to invoice you for any such amounts, net due 30 days after the invoice date or on suchearlier date as may be specified.

16.4. We will not be liable for any delays in receipt of funds or errors in debit and creditentries caused by you or any Person.

16.5. In addition to any other remedies available to us under this Agreement, you agree thatshould any Event of Default (see Section 23.4) occur, we may, with or without notice,change processing or payment terms and/or suspend credits or other payments of any andall funds, money and amounts now due or hereafter to become due to you pursuant to theterms of this Agreement, until we have had reasonable opportunity to investigate such event.

16.6. You acknowledge and agree that transfers to and from the Settlement Account shallbe based on the account number and routing number supplied by you. We are not responsiblefor detecting errors in any Settlement Account information you provide, including the accountnumbers and routing numbers, even if any of those numbers do not correspond to the actualaccount or financial institution identified by name.

16.7. This Agreement is a contract whereby we are extending financial accommo dationsto you within the meaning of Section 365(c) of the U.S. bankruptcy code. Your right toreceive any amounts due or to become due from us is expressly subject and subordinate toChargeback, setoff, lien, security interest and our rights to withhold settlement funds underthis Agreement, without regard to whether such Chargeback, setoff, lien, security interestand the withholding of settlement funds rights are being applied to claims that areliquidated, unliquidated, fixed, contingent, matured or unmatured.

17. Exclusivity

During the term of this Agreement, you shall use us as your exclusive provider of all Services.

18. Fees; Adjustments; Collection of Amounts Due

18.1. In consideration of the Services provided by us, you shall be charged, and herebyagree to pay us any and all fees set forth in this Agreement (for the purposes of clarity, thisincludes the Application and any additional pricing supplements or subsequent communi -cations), all of which shall be calculated and payable pursuant to the terms of this Agreementand any additional pricing supplements or subsequent communications.

If a transaction fails to qualify for your anticipated interchange levels or you inad vertentlyor intentionally accept a transaction other than the type anticipated for your account(including a different Card type), then, as applicable to your pricing method, you will becharged a higher interchange, Discount Rate or Non-Qualified Interchange Fee, as well anyapplicable surcharge for that transaction, all as further described in Section A.3 of Part IV

of this Agreement and in the Application. With respect to inad ver tent or intentional accept -ance of a transaction other than the type anticipated for your account (including a differentCard type), you will also be subject to payment to us of our then-current trans action fee(s)with respect to such Card and/or transaction and be liable, obligated and responsible underthis Agreement for any such transaction to the same extent as you would be if it was of a Cardtype elected and approved.

For more information on Visa’s and MasterCard’s interchange rates, please go towww.visa.com and www.mastercard.com.

18.2. All authorization fees will be charged for each transaction that you attempt to auth -orize. All capture fees will be charged for each transaction that you transmit to us forsettlement. If you are being billed a combined fee for both the authorization and capture ofa transaction, the authorization and capture must be submitted as a single transaction,otherwise the authorization and the capture will each be charged separately. You areresponsible for utilizing software or services that will correctly submit these transactions toachieve the combined billing.

18.3. The fees for Services set forth in this Agreement are based upon assumptions associ -ated with the anticipated annual volume and average transaction size for all Services as setforth in this Agreement and your method of doing business. If the actual volume or averagetransaction size are not as expected or if you significantly alter your method of doingbusiness, we may adjust your discount fee and transaction fees without prior notice.

18.4. The fees for Services set forth in this Agreement may be adjusted to reflect increases,or new fees imposed by Card Organizations, including without limitation, interchange,assess ments and other Card Organization fees, or to pass through increases or new feescharged to us by other Persons related to the Services. All such adjustments shall be yourresponsibility to pay and shall become effective upon the date any such change or additionis implemented by the applicable Card Organization or other Person as specified in ournotice to you.

18.5. Subject to Section 23.3, we may also increase our fees or add new fees for Servicesfor any reason at any time, by notifying you twenty (20) days’ prior to the effective date ofany such change or addition.

18.6. If you receive settlement funds by wire transfer, we may charge a wire transfer fee per wire.

18.7. To the extent the Automated Clearing House (“ACH”) settlement process is used toeffect debits or credits to your Settlement Account, you agree to be bound by the terms ofthe operating rules of the National Automated Clearing House Association, as in effect fromtime to time. You hereby authorize us to initiate credit and debit entries and adjust mentsto your account through the ACH network and/or through direct instructions to thefinancial institution where your Settlement Account is maintained for amounts due underthis Agreement and under any agreements with us or our respective Affiliates for anyproducts or services, as well as for any credit entries in error. You hereby authorize thefinancial insti tution where your Settlement Account is maintained to effect all such debitsand credits to your account. This authority will remain in full force and effect until we havegiven written notice to the financial institution where your Settlement Account is main -tained that all monies due under this Agreement and under any other agreements with usor our respective Affiliates for any products or services have been paid in full.

18.8. You agree to pay any fines imposed on us by any Card Organization resulting fromChargebacks and any other fees or fines imposed on us by a Card Organization with respectto your acts or omissions. You are also responsible for any fines or fees imposed on us as aresult of acts or omissions by your agents or third parties.

18.9. If your Chargeback percentage for any line of business exceeds the estimated industryChargeback percentage, you shall, in addition to the Chargeback fees and any applicableChargeback handling fees or fines, pay us an excessive Chargeback fee for all Chargebacksoccurring in such month in such line(s) of business. Each estimated industry Chargebackpercentage is subject to change from time to time by us in order to reflect changes in theindustry Chargeback percentages reported by Visa, MasterCard, American Express or DiscoverNetwork. Your Chargeback Percentage will be calculated as the larger of (a) the total Visa,MasterCard, American Express and Discover Network Chargeback items in any line of busi -ness in any cal en dar month divided by the number of Visa, MasterCard, American Expressand Discover Network transactions in that line of busi ness submitted that month, or (b) thetotal dollar amount of Visa, MasterCard, American Express and Discover Network Charge -backs in any line of business received in any calendar month divided by the total dollaramount of your Visa, MasterCard, American Express and Discover Network transac tions inthat line of business submitted in that month.

18.10. You must promptly and carefully review statements or reports provided or madeavailable to you (physically, electronically or otherwise) reflecting Card trans action activity,including, activity in the Settlement Account and Reserve Account, whether provided by usor others. If you believe any adjustments should be made with respect to your SettlementAccount, you must notify us in writing within sixty (60) days after any debit or credit is orshould have been effected or such shorter period as provided in the terms and conditionsthat govern such account. If you notify us after such time period, we shall not have anyobligation to investigate or effect any such adjustments. Any voluntary efforts by us to assistyou in investigating such matters shall not create any obligation to continue such investi -gation or any future investigation.

18.11. If you do not pay us all fees and any other amounts due under this Agreementwithin thirty (30) days of the date of our merchant statement or other statement settingforth the amount due, then we may, in our sole discretion, charge you interest, for suchtime that the amount and all accrued interest remain outstanding at the lesser of (i) theper annum rate equal to Bank’s then current prime rate plus two percent (2%), based on a360 day year, or (ii) the maximum rate permitted by applicable law.



19. Chargebacks

19.1. You shall be responsible for reimbursing us for all transactions you submit that arecharged back. See the Operating Procedures for additional information regarding Charge -backs and Chargeback procedures.

19.2. You shall reimburse us for any Chargebacks, return items, or other losses resultingfrom your failure to produce a Card transaction record requested by us within the appli cabletime limits.

20. Representations; Warranties; Covenants; Limitationson Liability; Exclusion of Consequential Damages

20.1. Without limiting any other warranties hereunder, you represent, warrant to andcovenant with, us, and with the submission of each Sales Draft reaffirm, the following rep -resentations, warranties and/or covenants:

20.1.1. each Card transaction is genuine and arises from a bona fide transaction per missibleunder the Card Organization Rules by the Cardholder directly with you, represents a validobligation for the amount shown on the Sales Draft, preauthorized order, or Credit Draft,and does not involve the use of a Card for any other purpose;

20.1.2. each Card transaction represents an obligation of the related Cardholder for theamount of the Card transaction;

20.1.3. the amount charged for each Card transaction is not subject to any dispute, setoffor counterclaim;

20.1.4. each Card transaction amount is only for respective merchandise or services(including taxes, but without any surcharge) sold, leased or rented by you pursuant to yourbusiness as indicated on the Application and, except for any delayed delivery or advancedeposit Card transactions ex pressly author ized by this Agreement, that merchandise or servicewas actually delivered to or per formed for the Cardholder entering into that Card transactionsimultaneously upon your accepting and submitting that Card transaction for processing;

20.1.5. with respect to each Card transaction, you have no knowledge or notice of anyfact, circumstance or defense which would indicate that such Card transaction is fraudulentor not authorized by the related Cardholder or which would otherwise impair the validityor collectability of that Cardholder’s obligation arising from that Card transaction or relievethat Cardholder from liability with respect thereto;

20.1.6. each Card transaction is made in accordance with these General Terms, CardOrganization Rules and the Operating Procedures;

20.1.7. each Sales Draft is free of any alternation not authorized by the related Card holder;

20.1.8. you have completed one Card transaction per sale; or one Card transaction pershipment of goods for which the Cardholder has agreed to partial shipments;

20.1.9. you are validly existing, in good standing and free to enter into this Agreement;

20.1.10. each statement made on the Application or other information provided to us insupport of this Agreement is true and correct;

20.1.11. you are not doing business under a name or style not previously disclosed to us;

20.1.12. you have not changed the nature of your business, Card acceptance prac tices,delivery methods, return policies, or types of products or services sold requiring a differentmerchant category code under Card Organization Rules, in a way not previ ously disclosedto us;

20.1.13. you will use the Services only for your own proper business purposes and will notresell, directly or indirectly, any part of the Services to any Person;

20.1.14. you have not filed a bankruptcy petition not previously disclosed to us;

20.1.15. you own and control the Settlement Account, and no third party security inter -est or lien of any type exists regarding the Settlement Account or any Card transaction.

20.1.16. you will not at any time during the term of this Agreement, or until all amountsdue under this Agreement have been paid in full, grant or pledge any security interest or lienin the Reserve Account, Settlement Account or transaction proceeds to any Person withoutour consent;

20.2. THIS AGREEMENT IS A SERVICE AGREEMENT. WE DISCLAIM ALL REP RE SEN - TATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU OR ANY OTHERPERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARD INGQUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,NONINFRINGEMENT OR OTHERWISE OF ANY SER VICES OR ANY GOODS PROVIDEDINCIDENTAL TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDINGWITHOUT LIMITATION, ANY SERVICES OR ANY GOODS PROVIDED BY A THIRDPARTY.

20.3. IN NO EVENT SHALL WE OR OUR AFFILIATES OR ANY OF OUR OR THEIRRESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRAC TORS,BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OROTHER LEGAL THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESSOPPORTUNI TIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDEN TAL, INDIRECT ORCON SEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREE -MENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WEREFORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES. CLIENT ACKNOWLEDGES AND AGREESTHAT PAYMENT OF ANY EARLY TERMINATION FEE OR LIQUIDATED DAMAGES ASPROVIDED ELSEWHERE IN THIS AGREE MENT SHALL NOT BE PROHIBITED BY THISPARAGRAPH.

20.4. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY(INCLUDING BUT NOT LIMITED TO SECTIONS 26 or 20.5), OUR CUMULATIVE LIA -BILITY FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES OR DAMAGESFOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, THOSEARISING OUT OF OR RELATED TO THIS AGREE MENT), REGARDLESS OF THE FORMOF ACTION OR LEGAL THEORY, SHALL NOT EXCEED, (I) $50,000; OR (II) THEAMOUNT OF FEES RECEIVED BY US PURSUANT TO THIS AGREEMENT FOR SERVICESPERFORMED IN THE IMMEDIATELY PRECEDING 12 MONTHS, WHICHEVER IS LESS.

20.5. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY(INCLUDING BUT NOT LIMITED TO SECTION 26), OUR LIABILITY FOR ANY DELAYIN FUNDING TRANSACTIONS TO YOU FOR ANY REASON, OTHER THAN FOR ANYREASON DESCRIBED IN SECTIONS 16.4 AND 16.6, WILL BE LIMITED TO INTERESTCOMPUTED FROM THE DATE THAT YOU SUBMIT THE TRANSACTION TO THE DATETHAT WE FUND THE TRANS ACTION AT THE RATE OF THE FEDERAL FUNDS AS SETBY THE FEDERAL RESERVE BANK OF NEW YORK, NEW YORK, FROM TIME TO TIME,LESS ONE PERCENT (1%).

20.6. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CON TRARY,BANK IS NOT RESPONSIBLE, AND SHALL HAVE NO LIABILITY, TO YOU IN ANY WAYWITH RESPECT TO NON-BANK SERVICES.

21. Confidentiality

21.1. Unless you obtain consents from us and each applicable Card Organization, Issuerand Cardholder, you must not use, disclose, store, sell or disseminate any Card holder infor -mation obtained in connection with a Card transaction (including the names, addressesand Card account numbers of Cardholders) except for purposes of authorizing, completingand settling Card transactions and resolving any Chargebacks, Retrieval Requests or similarissues involving Card transactions, other than pursuant to a court or governmental agencyrequest, subpoena or order. You shall use proper controls for and limit access to, and renderunreadable prior to discarding, all records containing Cardholder account numbers and Cardimprints. You may not retain or store Magnetic Stripe data or Card Validation Codes aftera transaction has been auth orized. If you store any electronically captured signature of aCardholder, you may not reproduce such signature except upon our specific request.

21.2. You acknowledge that you will not obtain ownership rights in any information relatingto and derived from Card transactions. Cardholder account numbers, personal infor mationand other Card transaction information, including any databases con taining such informa -tion, may not be sold or disclosed to a Person as an asset upon a bankruptcy, insolvency orfailure of Client’s business. Upon a bankruptcy, insolvency or failure of Cli ent’s business, allCard transaction information must be returned to Servicers or acceptable proof of thedestruction of all Card transaction information must be provided to Servicers.

21.3. You will treat this Agreement, the Card Organization Rules and any informationsupplied or otherwise made accessible by us or our agents as confidential, including withoutlimitation, (i) information about the products, services, operations, proce dures, customers,suppliers, sales, pricing, business plans and marketing strategies of Servicers, their respectiveAffiliates and the customers, clients and suppliers of any of them; (ii) any scien tific ortechnical information, design, process, procedure, formula, or im prove ment that is commer -cially valuable and secret in the sense that its confidentiality affords Servicers a competitiveadvantage over its competitors; and (iii) all confidential or proprietary concepts, documenta -tion, reports, data, specifica tions, computer software, source code, object code, flow charts,databases, inventions, know-how, show-how and trade secrets, whether or not patentable orcopyrightable and will not disclose the same to any third parties, provided, however, thatthese restrictions do not apply to information: (a) rightfully obtained on a non-confidentialbasis from a Person and your agents and rep resentatives, which Person was not subject to aduty of confidentiality, (b) rightfully and independently known by you on a non-confidentialbasis prior to its disclosure or (c) generally available to the public other than through anydisclosure by or fault of you, your agents or representatives.

21.3.1. Our confidential information shall be used by you only to exercise your rights andto perform your obligations hereunder. Client shall receive our confidential information inconfidence and not disclose the confidential information to any third party, except as maybe agreed upon in writing by us. Client shall safeguard all of our confidential informationusing a reasonable degree of care, but not less than that degree of care used by it in safe -guarding its own similar information or material. Upon request by us or upon terminationof this Agreement, Client shall return to us or destroy all of our confidential informationin its possession or control.

21.3.2. The obligations of confidentiality and restrictions on use in this Section shall notapply to any confidential information that: (i) was in the public domain prior to the date ofthe Agreement or subsequently came into the public domain through no fault of Client; (ii)was received from a third party free of any obligation of confidence of Client to the thirdparty and which third party, to Client’s knowledge, was not under an obli gation to keep theinformation confidential; (iii) was already in Client’s possession prior to receipt from us; (iv)is required to be disclosed by law, regulation or court order after giving us as much advancenotice as practical of the possibility of disclosure; or (v) is subsequently and independentlydeveloped by Client’s employees, consultants or agents without use of or reference to ourconfidential information.

21.3.3. Except as specifically provided for herein, this Section does not confer any right,license, interest or title in, to or under our confidential information to Client. Except asspecifically provided for herein, no license is hereby granted to Client under any patent,trademark, copyright, trade secret or other proprietary rights of ours.

21.3.4. Client acknowledges that breach of the restrictions on use or disclosure of any ourconfidential information would result in immediate and irreparable harm to us, and money



damages would be inadequate to compensate for that harm. We shall be entitled to equitablerelief, in addition to all other available remedies, to redress any breach.

21.4. With respect to any information received by us from Client via its use of the Services,we will keep such information confidential in accordance with applicable law; provided,that we may disclose such information (i) to third parties as we deem appropriate to providethe Services, (ii) our auditors and attorneys (internal and external) and regu lators, (iii) asrequired or permitted by law, regulation or court order (iv) to our respective Affiliates as wedeem appropriate.

21.5. You shall not assign to any Person, the rights to use the Marks of Servicers, our agentsor the Card Organizations.

21.6. All rights, title, and interest in and to all intellectual property related to the Services(including without limitation, the content of any materials, web screens, lay outs, processingtechniques, procedures, algorithms, and methods), owned, developed or licensed by us priorto, during the term of, or after the Agreement, or employed by us in connection with theServices and any updates, changes, alterations, or modifications to or derivative works fromsuch intellectual property, shall be and remain, as among the Parties, our exclusive property.

21.7. Client agrees that we may obtain relevant information from any applicable telecom -munications provider utilized by Client, as necessary to investigate any allegation of fraud,suspected fraud or other actual or alleged wrongful act by Client in connection with theServices.

22. Assignments

22.1. Any transfer or assignment of this Agreement by you, without our prior writtenconsent, by operation of law or otherwise, is voidable by us. Any transfer of voting controlof you or your parent shall be considered an assignment or transfer of this Agreement.Furthermore, you shall indemnify and hold us harmless from all liabilities, Chargebacks,expenses, costs, fees and fines arising from such transferee’s or assignee’s Submission ofCard transactions to us for processing. For purposes of this Section 22, any transfer of votingcontrol shall be considered an assignment or transfer of this Agreement.

22.2. The payment Services provided by us require access to a single bank account in whichwe may initiate both credits and debits. You may not enter into any agree ment that wouldrequire, in any circumstance or event, the transfer of any payments or proceeds from Cardtransactions covered by this Agreement to the custody or control of any Person. You maynot assign any rights, including the right of payment under this Agreement, to any otherperson. In the event that you make an assignment (or provide a security interest) ofreceivables covered by this Agreement, then we may, at our option, elect to (a) refuse toacknowledge such assignment unless accompanied by an Authorization to both initiatedebits or credits to the bank account of the assignee, (b) ter minate this Agreement imme -diately, or (c) charge for any transfers that we are called upon to make manually to fulfillsuch an assignment at the rate of $100 per transfer.

22.3. Another Visa and MasterCard member may be substituted for Bank under whosesponsorship this Agreement is performed with respect to Visa and MasterCard transactions.Upon substitution, such other Visa and MasterCard member shall be responsible for all obli -gations required of Bank for Visa and MasterCard trans actions, including without limitation,full responsibility for its Card program and such other obli gations as may be expresslyrequired by applicable Card Organization Rules.

Subject to Card Organization Rules, we may assign or transfer this Agreement and our rightsand obligations hereunder and/or may delegate our duties hereunder, in whole or in part,to any Person, whether in connection with a change in sponsorship, as set forth in the pre -ceding paragraph, or otherwise, without notice to you or your consent.

22.4. Except as set forth elsewhere in this Section and as provided in the followingsentence, this Agreement shall be binding upon successors and assigns and shall inure tothe benefit of the parties and their respective permitted successors and assigns. No assigneefor the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession,or other person charged with taking custody of a party’s assets or business, shall have anyright to continue, assume or assign this Agreement.

23. Term; Events of Default

23.1. This Agreement shall become effective upon the date this Agreement is approved byour Credit Department.

23.2. The initial term of this Agreement shall commence and shall continue in force for threeyears after it becomes effective. Thereafter, it shall continue until we or you termi nate thisAgreement upon written notice to the other, or as otherwise authorized by this Agreement.

23.3. Notwithstanding the above or any other provisions of this Agreement, we may termi -nate this Agreement at any time and for any reason by providing 30 days’ advance noticeto you. We may terminate this Agreement immediately or with shorter notice upon an Eventof Default as provided under Section 23.4 of this Agreement. In the event we provide noticeto you of any new fees or increases in existing fees for Services, pursuant to Section 18.5,you may terminate this Agreement without further cause or penalty by notifying us that youare terminating this Agreement prior to the effective date of such new fees or increases.How ever, maintaining your merchant account, or your continued use of the Services afterthe effective date of any such fee changes shall be deemed your acceptance of such feechanges for the Services, throughout the term of this Agreement.

23.4. If any of the following events shall occur (each an “Event of Default”):

23.4.1. a material adverse change in your business, financial condition, or business pros -pects; or

23.4.2. any assignment or transfer of voting control of you or your parent; or

23.4.3. a sale of all or a substantial portion of your assets; or

23.4.4. irregular Card sales by you, excessive Chargebacks, noncompliance with any appli -cable data security standards, as determined by Servicers, or any Card Organiza tion, or anyother Person, or an actual or suspected data security breach, or any other circ umstanceswhich, in our sole discretion, may increase our exposure for your Chargebacks or otherwisepresent a financial or security risk to us; or

23.4.5. any of your representations, warranties or covenants in this Agreement are breachedin any respect; or

23.4.6. you default in any material respect in the performance or observance of any term,condition or agreement contained in this Agreement, including, without limi tation, theestablishment or maintenance of funds in a Reserve Account, as detailed in Section 24; or

23.4.7. you default in any material respect in the performance or observance of any term,covenant or condition contained in any agreement with any of our respective Affiliates; or

23.4.8. you default in the payment when due, of any material indebtedness for bor rowedmoney; or

23.4.9. you file a petition or have a petition filed by another party under the U.S. bank -ruptcy code or any other laws relating to bankruptcy, insolvency or similar arrange ment foradjustment of debts; consent to or fail to contest in a timely and appropriate manner anypetition filed against you in an involuntary case under such laws; apply for or consent to,or fail to contest in a timely and appropriate manner, the appointment of, or the taking ofpossession by, a receiver, custodian, trustee or liqui dator of you or of a sub stantial part ofyour property; or make a general assignment for the benefit of creditors; or take any actionfor the purpose of authorizing any of the foregoing; or

23.4.10. your independent certified accountants shall refuse to deliver an unqualifiedopinion with respect to your annual financial statements and your consolidated sub sid -iaries; or

23.4.11. a violation by you of any applicable law or Card Organization Rule or ourreasonable belief that termination of this Agreement or suspension of Services is necessaryto comply with any law including without limitation the rules and regula tions promulgatedby the Office of Foreign Assets Control of the U.S. Department of the Treasury or your breach,as determined by Servicers, of Section 38.2 (“Compliance with Laws”),

then, upon the occurrence of (1) an Event of Default specified in subsections 23.4.4, 23.4.9or 23.4.11, we may consider this Agreement to be terminated immediately, without notice,and all amounts payable hereunder shall be immediately due and payable in full withoutdemand or other notice of any kind, all of which are expressly waived by you, and (2) anyother Event of Default, this Agreement may be terminated by us giving not less than 10days’ notice to you, and upon such notice all amounts payable hereunder shall be due andpayable on demand.

23.5. Neither the expiration nor termination of this Agreement shall terminate the obli -gations and rights of the parties pursuant to provisions of this Agreement which by theirterms are intended to survive or be perpetual or irrevocable. Such provisions shall survivethe expiration or termination of this Agreement. All obligations by you to pay or reimburseus for any obligations associated with transactions you have submitted to us will survivetermination of this Agreement until finally and irrevocably paid in full and settled.

23.6. If any Event of Default occurs, regardless of whether such Event of Default has beencured, we may, in our sole discretion, exercise all of our rights and remedies under appli -cable law, and this Agreement including, without limitation, exercising our rights underSection 24.

23.7. In the event you file for protection under the U.S. bankruptcy code or any other lawsrelating to bankruptcy, insolvency, assignment for the benefit of creditors or similar laws,and you continue to use our Services, it is your responsibility to open new accounts to dis -tinguish pre and post filing obligations. You acknowledge that as long as you utilize theaccounts you established prior to such filing, we will not be able to systematically seg re gateyour post-filing transactions or prevent set-off of the pre-existing obligations. In that event,you will be responsible for submitting an accounting supporting any adjustments that youmay claim.

23.8. The Card Organizations often maintain lists of merchants who have had their merchantagreements or Card Acceptance rights terminated for cause. If this Agree ment is terminatedfor cause, you acknowledge that we may be required to report your business name and thenames and other information regarding its principals to the Card Organi zations for inclusionon such list(s). You expressly agree and consent to such reporting if you are terminated asa result of the occurrence of an Event of Default or for any reason specified as cause by Visa,MasterCard or Discover Network. Furthermore, you agree to waive and hold us harmlessfrom and against any and all claims which you may have as a result of such reporting.

23.9. After termination of this Agreement for any reason whatsoever, you shall continueto bear total responsibility for all Chargebacks, fees, Card Organization fines imposed onus as a result of your acts or omissions, Credits and adjustments resulting from Cardtransactions processed pursuant to this Agreement, and all other amounts then due orwhich thereafter may become due under this Agreement.

24. Reserve Account; Security Interest

24.1. You expressly authorize us to establish a Reserve Account pursuant to the terms andconditions set forth in this Section 24. The amount of such Reserve Account shall be set byus, in our sole discretion, based upon your processing history and the potential risk of lossto us as we may determine from time to time.

24.2. The Reserve Account shall be fully funded upon three (3) days’ notice to you, or ininstances of fraud or suspected fraud or an Event of Default, Reserve Account funding may



be immediate. Such Reserve Account may be funded by all or any com bination of thefollowing: (i) one or more debits to your Settlement Account or any other accounts held byBank or any of its Affiliates, at any financial institution maintained in the name of Client,any of its principals, or any of its guarantors, or if any of same are authorized signers onsuch account; (ii) any payments otherwise due to you, including any amount due fromTeleCheck; (iii) your delivery to us of a letter of credit; or (iv) if we so agree, your pledgeto us of a freely transferable and negotiable certificate of deposit. Any such letter of creditor certificate of deposit shall be issued or established by a financial institution acceptableto us and shall be in a form satisfactory to us. In the event of termination of this Agree mentby any party, an immediate Reserve Account may be established without notice in themanner provided above. Any Reserve Account will be held by us for the greater of ten (10)months after termination of this Agreement or for such longer period of time as is con -sistent with our liability for your Card transactions and Chargebacks in accordance withCard Organization Rules. We will hold funds pursuant to this Section 24 in master account(s)with your funds allocated to separate sub accounts. Unless specifically required by law, youshall not be entitled to interest on any funds held by us in a Reserve Account.

24.3. If your funds in the Reserve Account are not sufficient to cover the Charge backs,adjustments, fees and other charges and amounts due from you, or if the funds in theReserve Account have been released, you agree to promptly pay us such sums upon request.

24.4.1. To secure your obligations to us and our respective Affiliates under this Agreementand any other agreement for the provision of equipment, products or services (includingany obligations for which payments on account of such obligations are subse quentlyinvalidated, declared to be fraudulent or preferential, set aside or required to be repaid toa trustee, receiver or any other party under any bankruptcy act, state or federal law, commonlaw or equitable cause), you grant to us a first priority lien and security interest in and to(i) the Reserve Account and (ii) any of your funds pertaining to the Card transactions con -tem plated by this Agreement now or hereafter in our possession, whether now or hereafterdue or to become due to you from us. Any such funds, money or amounts now or hereafterin our possession may be commingled with other funds of ours, or, in the case of any fundsheld pursuant to the foregoing paragraphs, with any other funds of other customers of ours.In addition to any rights now or hereafter granted under applicable law and not by way oflimitation of any such rights, we are hereby authorized by you at any time and from time totime, without notice or demand to you or to any other Person (any such notice and demandbeing hereby expressly waived), to set off, recoup and to appropriate and to apply any andall such funds against and on account of your obligations to us and our respective Affiliatesunder this Agreement and any other agreement with us our respective Affiliates for anyrelated equipment or related services (including any check services), whether such obliga -tions are liquidated, unliquidated, fixed, contingent, matured or unma tured. You agree toduly exe cute and deliver to us such instruments and documents as we may reason ablyrequest to perfect and confirm the lien, security interest, right of set off, recoupment andsubordination set forth in this Agreement.

24.4.2. To the extent funds are held in a separate Reserve Account, the Reserve Accountshall be subject to (i) Servicers’ security interest pursuant to this subsection 24.4, and (ii)an account control agreement (as defined by the applicable sections of the Uniform Com -mercial Code, hereinafter referred to as “Control Agreement”) among you, the institutionat which the Reserve Account is held (such institution hereinafter referred to as “SettlementAccount Bank”) and Servicers (such investment account hereinafter referred to as the“Control Account”). The Control Agreement shall be in form and substance satis fac tory toServicers. The Settlement Account Bank shall be a national bank which is mutuallyacceptable to you and Servicers.

24.4.3. For sake of clarification and notwithstanding anything in the Agreement to thecontrary, in the event Servicers deduct, holdback, suspend, off set or set off any settlementmonies or amounts otherwise due you pursuant to the terms of this Agreement (collectively“Set Off Funds”), you acknowledge that such Set Off Funds will be held in a commingledReserve Account(s) of Servicers unless such Set Off Funds are wired or deposited by Servicersinto any Control Account, pursuant to a Control Agreement in which case Servicers willtransfer Set Off Funds from their commingled Reserve Account(s) to the Control Accountas soon as practicable using commercially reasonable efforts.

24.4.4. If in replacement of or in addition to the first priority lien and security interest inthe Reserve Account, you grant to Servicers a first priority lien and security interest in andto one or more certificates of deposit, the certificates of deposit shall be uncertificated andshall be subject to an Acknowledgement of Pledge of Certificate of Deposit and ControlAgree ment (the “Certificate of Deposit Control Agreement”) by, between and among Cus -tomers, Servicers and the financial institution that has established and issued the certificateof deposit. The form of the Certificate of Deposit Control Agreement and the financialinstitution that will establish and issue the certificate of deposit shall be satisfactory andacceptable to Servicers.

25. Financial and Other Information

25.1. Upon request, you will provide us and our Affiliates, quarterly financial statementswithin 45 days after the end of each fiscal quarter and annual audited financial statementswithin 90 days after the end of each fiscal year. Such financial statements shall be preparedin accordance with generally accepted accounting principles. You will also provide such otherfinancial statements and other information concerning your business and your compliancewith the terms and provisions of this Agreement as we may reasonably request. You authorizeus and our Affiliates to obtain from third parties financial and credit infor mation relatingto you in connection with our determination whether to accept this Agreement and ourcontinuing evaluation of your financial and credit status. We may also access and use infor -mation which you have provided to Bank for any other reason. Upon request, you shallprovide, and/or cause to be provided, to us and our Affiliates, or our representatives or

regu lators (as well as those of the Card Organizations) reasonable access to your or yourMerchant Providers’ facilities and records for the purpose of performing any inspectionand/or copying of books and/or records deemed appropriate. In such event, you shall paythe costs incurred by us or our Affiliates for such inspection, including, but not limited to,costs incurred for airfare and hotel accommodations.

25.2. You will provide us with written notice of any judgment, writ, warrant of attachment,execution or levy against any substantial part (25% or more in value) of your total assetsnot later than three (3) days after you become aware of same.

26. Indemnification

26.1. You agree to indemnify and hold us harmless from and against all losses, liabil ities,damages and expenses: (a) resulting from any breach of any warranty, covenant or agreementor any misrepresentation by you under this Agreement; (b) arising out of your or youremployees’ or your agents’ negligence or willful misconduct, in connection with Card trans -actions or otherwise arising from your provision of goods and services to Cardholders; (c)arising out of your use of the Services; or (d) arising out of any third party indemnifi cationswe are obligated to make as a result of your actions (including indemnification of any CardOrganization or Issuer).

26.2. Subject to the limitations set forth in Section 20.4, we agree to indemnify and holdyou harmless from and against all losses, lia bil ities, damages and expenses resulting fromany breach of any warranty, covenant or agreement or any misrepresentation by us underthis Agreement or arising out of our or our em ployees’ gross negligence or willful misco -nduct in connection with this Agreement; provided that this indemnity obligation shall notapply to Bank with respect to Non-Bank Services.

27. Special Provisions Regarding Non-Bank Cards

27.1. Non-Bank Card transactions are provided to you by Processor and not by Bank andinclude transactions made using Discover Network, American Express, JCB, Voyager andWEX Card types. The Services provided, transactions processed and other matters contem -plated under this Section 27 are subject to the rest of this Agree ment, as applicable, exceptto the extent the terms of this Section 27 directly conflict with another provision of thisAgreement, in which case the terms of this Section 27 will control; provided, however, that(i) Bank is not a party to this Agreement insofar as it relates to Non-Bank Card services, andBank is not liable to you in any way with respect to such Services and (ii) you agree to payProcessor any per item processing, authorization and other fees described in the Applicationfor any non-acquired trans action services you receive from Processor. For the purposes ofthis section, the words “we,” “our” and “us” refer only to the Processor and not to the Bank.You authorize us to share information from your Application with American Express, JCB(and Discover Network on its behalf), Discover Network or any other Non-Bank CardOrganization.

27.2. You understand that for American Express transactions, authorizations are ob tainedfrom and are funded by American Express. American Express will provide you with its ownagreement that governs those transactions, unless American Express OnePoint Services areprovided to you in Section 2.0 of Third Party Agreements. You understand and agree that weare not responsible and assume absolutely no liability with regard to any such transactions,including but not limited to the funding and settlement of American Express transactions,and that American Express will charge additional fees for the services they provide.

27.3. If you accept JCB Cards, you agree to be bound by all JCB and/or DiscoverNetwork provisions of this Agreement. You also acknowledge and agree that JCB trans ac -tions will be processed under and subject to Discover Network Card Organiza tion Rules.

27.4. If you accept Voyager and/or WEX Cards, you agree to be bound by the WEXand/or Voyager rules. You also agree to be bound by all other provisions of this Agreementwhich are applicable to WEX and/or Voyager.

27.5. If you execute a separate WEX Merchant Agreement (WEX Non Full ServicePro gram), you understand that we will provide such agreement to WEX, but that neitherwe nor WEX shall have any obligation whatsoever to you with respect to processing WEXCards unless and until WEX executes your WEX Merchant Agreement. If WEX executesyour WEX Merchant Agreement and you accept WEX Cards, you understand that WEXtransactions are processed, authorized and funded by WEX. You understand that WEX issolely responsible for all agreements that govern WEX transactions and that we are notresponsible and assume absolutely no liability with regard to any such agreements or WEXtransactions, including but not limited to the funding and settlement of WEX trans ac tions.You understand that WEX will charge additional fees for the services that it provides.

27.6. If you elect to participate in the WEX Full Service Program, the followingterms and conditions shall apply:

a) You shall provide, at your own expense, all equipment necessary to permit the electronicaccept ance of the WEX Cards, including the operation and maintenance of the equip -ment, telecommunication link, and provision of all networking services;

b) All authorization request data for WEX Card sales must include WEX Cardholderaccount number, vehicle number, Card expiration date, driver identification number;and the amount of the transaction, date and time of the transaction, quantity of goodssold, unit price, and product code (the “Authorization Request Data”). All manual WEXCard sales (i.e., sales facilitated by a card imprinter) must include an Authorization num -ber or other approval code from WEX along with the aforementioned AuthorizationRequest Data;

c) You shall not submit a WEX Card sale for processing when a WEX Card is not presentedat the time of the WEX Card sale;



d) You shall complete a WEX Card sale only upon the receipt of an Authorization approvalmessage and not accept a WEX Card when an expired Card/decline message is received;

e) You shall not submit a WEX Card sale for processing until the goods have been deliveredor services performed;

f) You shall not accept a WEX Card where the WEX Card appears to be invalid or expiredor there is reasonable belief that the WEX Card is counterfeit or stolen;

g) You shall provide a copy of the receipt for a WEX Card sales, upon the request of theCard holder, to the extent permitted by applicable law, which shall not include the fullaccount number or driver identification number;

h) You shall require the Cardholder to sign a receipt when a WEX Card sale is not completedby an island Card reader;

i) You shall take all commercially reasonable efforts to protect manual WEX Card salesdata from fraud or misuse;

j) You shall not divide the price of goods and services purchased in a single WEX Card saleamong two or more sales receipts or permit a WEX Card sale when only partial pay mentis made by use of the WEX Card and the balance is made with another bank Card;

k) You shall securely maintain a record of all WEX Card sales, including the AuthorizationRequest Data, for a period of one year and produce such records upon the reasonablerequest of WEX;

l) You shall notify Processor of any errors contained within a settlement report withinforty-five (45) days of receipt of such report. Processor will not accept reprocessingrequests for WEX transactions older than 90 days;

m) You shall allow WEX to audit records, upon reasonable advance notice, related to theWEX Full Service; and

n) You shall retransmit WEX Card sales data when reasonably requested to do so.

o) Client acknowledges and agrees that its sole remedies with respect to the WEX FullAcquiring services shall be against Processor for the WEX Full Acquiring Services andnot WEX, except to the extent that WEX knows of any fraud related to the WEX Cardsand fails to provide notice of such fraud or WEX commits fraud in respect to the WEXFull Acquiring Services.

27.7. If you accept Voyager Cards:

• In addition to the information stated in Section 1 (MasterCard, Visa and Discover NetworkAcceptance) of the Operating Procedures, you should check Fleet Cards for any printedrestrictions at the point of sale.

• In addition to the information provided under Section 1.5 (Special Terms) of the OperatingProcedures, you shall establish a fair policy for the exchange and return of merchandise.You shall promptly submit credits to us for any returns that are to be credited to a VoyagerCardholder’s account. Unless required by law, you shall not give any cash refunds to anyVoyager Card holder in connection with a sale.

• In addition to the information required under Section 3.1 (Information Required) of theOperating Procedures, the following information must be contained on the single pagedocument constituting the Sales Draft for Voyager transactions:

– Time of transaction

– Type of fuel sold

– As permitted by the applicable POS device, odometer reading

– For all cashier-assisted Sales Drafts and Credit Drafts processed manually using a cardImprinter if required, the identification number from the source credentials pro vided byCardholder to valid Cardholder’s identity (e.g., Driver’s License number).

• If an increase in the number of Voyager transaction authorization calls from you not dueto our or Voyager system outages in excess of 15% for a given month as compared to theprevious month occurs, we may, in our discretion, deduct telephone charges, not to ex -ceed $.25 (25 cents) per call, for the increased calls, from your settlement of your Voyagertransactions.

• In addition to the information provided under Section 7 (Settlement) of the OperatingProcedures, settlement of Voyager transactions will generally occur by the fourth bankingday after we process the applicable card transactions. We shall reimburse you for the dollaramount of sales submitted for a given day by you, reduced by the amount of Chargebacks,tax exemptions, discounts, credits, and the fees set forth in the Application. Neither we norVoyager shall be required to reimburse you for sales submitted more than sixty (60) daysfrom the date of purchase.

• For daily transmission of sales data, you shall securely maintain true and complete recordsin connection with the information required to be provided under this paragraph for aperiod of not less than thirty-six (36) months from the date of the generation of the data.You may store records on electronic media, if secure. You are responsible for the expenseof retaining sales data records and Sales Drafts.

• In addition to the scenario identified in Section 10.1.4 of this Program Guide that couldcause an authorization related Chargeback to occur, with respect to Voyager trans actions,Chargebacks shall be made in accordance with any other Voyager rules. Notwithstandingtermination or expiration of this paragraph or the Agreement, you shall remain liable forall outstanding Chargebacks on Voyager transactions.

• In addition to the information provided under Section 20 (Representations; War ran ties;Covenants; Limitations of Liability; Exclusion of Consequential Damages) of the Gen eralTerms, in no event shall our cumulative liability to you for losses, claims, suits, contro -versies, breaches or damages for any cause whatsoever in connection with Voyager

transactions exceed the lesser of $10,000.00 or the Voyager transaction fees paid by youto us for the two months prior to the action giving arise to the claim.

• Notwithstanding anything in this Agreement to the contrary, our obligation to pro videservices to you relating to any Fleet Card will terminate automatically without penalty tous or the related Card Organization upon the earlier of (i) the termination or expi rationof our agreement with such Card Organization, (ii) at least twenty (20) days prior writtennotice by us to you; (iii) your failure to comply with material terms relating to such FleetCard transactions, or (iv) written notice, if a Card Organi zation discontinues its Card.

28. Special Provisions for PIN Debit Card

The special provisions outlined in this Section 28 apply only to those PIN Debit Card trans -actions that are processed by a Cardholder entering a PIN. These provisions do not apply toNon-PIN Debit Card transactions which do not involve entry of a PIN. The Services provided,transactions processed and other matters contemplated under this Section 28 are subject tothe rest of this Agreement, as applicable, except to the extent the terms of this Section 28directly conflict with another provision of this Agreement, in which case the terms of thisSection 28 will control.

28.1. PIN Debit Card Acceptance. Most, but not all, ATM Cards (Debit Cards) can beaccepted at the point of sale at participating locations. Examine the back of the PIN DebitCard to determine if the Card participates in a PIN Debit network that you are auth orizedto accept. PIN Debit network Mark(s) are usually printed on the back of the Card. If the PINDebit Card is valid and issued by a financial institution Issuer participating in a PIN Debitnetwork, you must comply with the following general requirements for all participatingPIN Debit networks, in addition to the specific requirements of that PIN Debit network:

• You must honor all valid PIN Debit Cards when presented that bear authorized PIN Debitnetwork Marks.

• You must treat transactions by Cardholders from all Issuers in the same manner.

• You may not establish a minimum or maximum transaction amount for PIN Debit Cardacceptance.

• You may not require additional information, besides the PIN, for the completion of thetransaction unless the circumstances appear suspicious. A signature is not required forPIN Debit Card transactions.

• You shall not disclose transaction related information to any party other than your agent,a PIN Debit network, or Issuer and then only for the purpose of settlement or errorresolution.

• You may not process a Credit Card transaction in order to provide a refund on a PIN DebitCard transaction.

28.2. Transaction Processing. The following general requirements apply to all PIN DebitCard transactions:

• All PIN Debit Card transactions must be authorized and processed electronically. Thereis no Voice Authorization or Imprinter procedure for PIN Debit Card transactions.

• You may not complete a PIN Debit Card transaction that has not been authorized. If youcannot obtain an Authorization at the time of sale, you should request another form ofpayment from the Cardholder or process the transaction as a Store and Forward or Resub -mission, in which case you assume the risk that the transaction fails to authorize orotherwise declines. The Cardholder should be instructed to contact the Issuer to find outwhy a transaction has been declined.

• You may not complete a PIN Debit Card transaction without entry of the PIN by the Card -holder. The PIN must be entered into the PIN pad only by the Cardholder. You cannotaccept the PIN from the Cardholder verbally or in written form.

• The PIN Debit network used to process your transaction will depend upon, among otherthings, our own business considerations, the availability of the PIN Debit network at thetime of the transaction and whether a particular PIN Debit Card is enabled for a particularPIN Debit network. The PIN Debit network utilized to route your transaction may or maynot be the lowest cost network available. We may, in our sole discretion (i) utilize any PINDebit network available to us for a given transaction (including a PIN Debit networkaffiliated with Processor) and (ii) add and/or remove PIN Debit networks available to youbased on a variety of factors including availability, features, functionality and our ownbusiness considerations.

• You must issue a receipt to the Cardholder upon successful completion of a trans actionand effect PAN Truncation on it.

• You may not manually enter the account number. The account number must be readelectronically from the Magnetic Stripe. If the Magnetic Stripe is unreadable, you mustrequest another form of payment from the Cardholder.

• Any applicable tax must be included in the total transaction amount for which Author -ization is requested. Tax may not be collected separately in cash.

• YOU ARE RESPONSIBLE TO SECURE YOUR TERMINALS AND TO INSTI TUTEAPPRO PRIATE CONTROLS TO PREVENT EMPLOYEES OR OTHERS FROM SUB -MITTING CREDITS AND VOIDS THAT DO NOT REFLECT BONA FIDE RETURNSOR REIMBURSEMENTS OF PRIOR TRANSACTIONS.

28.3. Cash Back From Purchase. You have the option of offering cash back to yourcus tomers when they make a PIN Debit Card purchase. You may set a minimum and max -imum amount of cash back that you will allow. If you are not now offering this service,your terminal may require additional pro gramming to begin offering cash back.



28.4. Settlement. Within one Business Day of the original transaction, you must bal anceeach location to our system for each Business Day that each location is open.

28.5. Adjustments. An adjustment is a transaction that is initiated to correct a PIN DebitCard transaction that has been processed in error. You will be responsible for all appli cableadjustment fees that may be charged by a PIN Debit Card network. Some PIN Debit networksmay have established minimum amounts for adjustments.

There are several reasons for adjustments being initiated:

• The Cardholder was charged an incorrect amount, either too little or too much.

• The Cardholder was charged more than once for the same transaction.

• A processing error may have occurred that caused the Cardholder to be charged eventhough the transaction did not complete normally at the point of sale.

All parties involved in processing adjustments are regulated by time frames that are specifiedin the operating rules of the applicable PIN Debit network, The Electronic Funds TransferAct, Regulation E, and other applicable law.

29. Special Provisions Regarding EBT Transactions

If you elect to accept EBT Cards and engage in EBT transactions, the terms and con ditionsof this Section 29 shall apply.

EBT transactions are provided to you by Processor and not by Bank. The Services pro vided,transactions processed and other matters contemplated under this Section 29 are subject tothe rest of this Agreement, as applicable, except to the extent the terms of this Section 29directly conflict with another section of this Agreement, in which case the terms of thisSection 29 will control; provided, however, that Bank is not a party to this Agreement insofaras it relates to EBT transactions, and Bank is not liable to you in any way with respect tosuch Services. For the purposes of this section, the words “we,” “our” and “us” refer onlyto the Processor and not to the Bank.

We offer electronic interfaces to EBT networks for the processing, settlement and switchingof EBT transactions initiated through the use of a state-issued EBT card (“EBT Card”) atyour POS Terminal(s) for the provision of United States Department of Agriculture, Foodand Nutrition Service (“FNS”), Supplemental Nutrition Assistance Program (“SNAP”) andWomen, Infants and Children Benefits (“WIC Benefits”) and/or government delivered CashBenefits (Cash Benefits, together with FNS, SNAP and WIC Benefits, collectively are referredto as the “EBT benefits”) to EBT benefit recipients (“EBT customers”), subject to the termsbelow.

29.1. Acceptance of EBT Benefits. You agree to accept EBT Cards and provide EBTbenefits to EBT customers through the use of a POS Terminals, PIN pad and printer orother equipment that meet standards set forth in the EBT Rules (“Authorized Terminal”)appli cable to such EBT benefits during your normal business hours, in a manner consistentwith your normal business practices and in accordance with the EBT Rules.

The “EBT Rules” means (i) all procedures that we establish and provide to you from time-to-time regarding your acceptance of EBT Cards and provision of EBT benefits to EBTcustomers; (ii) the Quest Rules, as amended from time-to-time, issued by the NationalAutomated Clearing House Association and as approved by the Financial ManagementService of the U.S. Treasury Department, as necessary (and any rules that succeed or replacethe Quest Rules); and (iii) other such laws, rules, regulations and procedures that areapplicable to the acceptance of EBT Cards and the provision of EBT benefits by you underthis Section 29, including without limitation, laws pertaining to delivery of services to EBTcustomers and EBT customer confidentiality, the federal Civil Rights Act of 1964, Rehabili -tation Act of 1973, Americans with Disabilities Act of 1990, Clean Air Act, Clean Water Act,Energy Policy and Conser vation Act, Immigration Reform and Control Act of 1986, regula -tions issued by the Department of Agriculture pertaining to Food Stamp Program, and, anyadditional procedures specified by the state regarding lost EBT Cards, forgotten PINs,discrep ancies in benefits authorized and similar matters by providing EBT customers withinformation such as telephone numbers and addresses of the state or other appropriateagencies. The “Food Stamp Program” is the government benefits program operated underthe authority of the Food Stamp Act of 1964.

You will provide EBT benefits to EBT customers, in accordance with the procedures setforth in the EBT Rules, in the amount authorized through your Authorized Terminal uponpresentation by an EBT customer of an EBT Card and such EBT customer’s entry of a validPIN. If the Authorized Terminal fails to print EBT benefit issuance infor mation as approvedand validated as a legitimate transaction, you will comply with the procedures set forth inthe EBT Rules for authorization of EBT benefits in such instance. You are solely responsiblefor your provision of EBT benefits other than in accordance with authorizations timelyreceived from EBT service provider. You will not resubmit any EBT Card transaction exceptas specifically permitted by the EBT Rules and procedures applicable to such EBT Card trans - action. You must provide a receipt for each EBT transaction to the applicable EBT customer.

You will not accept any EBT Card for any purpose other than providing EBT Benefits,includ ing without limitation accepting an EBT Card as security for repayment of any EBTcustomer obligation to you. In the event of any violation of this provision, you will be obli -gated to reimburse the state or us for any EBT benefits unlawfully received by either youor an EBT customer to the extent permitted by law. Cash should never be dispensed for FNS,SNAP and WIC Benefits.

You authorize us to initiate EBT Card transactions and to receive settlement for suchtransactions on your behalf.

29.2. Manual EBT Vouchers. In accordance with the procedures set forth in this Section29 and the EBT Rules, you will manually accept EBT Cards during periods of time whenyour Authorized Terminal is not working or the EBT system in not avail able; you will

manually provide EBT benefits in the amount authorized through the applicable EBT serviceprovider to the EBT customers at no cost to the EBT customers upon presentation by anEBT customer of his /her EBT Card. All manual voucher authorizations must be cleared onyour POS terminal for payment of voucher to be made to you. In addition to any proceduresset forth in the EBT Rules, the following limitations will apply to manual issuance of FSBenefits by Merchant:

i. An authorization number for the amount of the purchase must be received by you fromthe applicable EBT service provider while the respective EBT customer is present andbefore you provide such EBT customer with any FNS, SNAP and WIC Benefits, or CashBene fits, as applicable. You must not attempt to voice authorize a manual EBT trans -action if the EBT customer is not present to sign the voucher. The EBT customer mustsign the voucher. A copy of the voucher should be given to the EBT customer at the timeof authorization and you should retain one copy for your records.

ii. Specified EBT customer, clerk and sales information, including the telephone authori -zation number, must be entered properly and legibly on the manual sales draft.

iii. All manual voucher authorizations must be cleared on your Authorized Terminal beforepayment of voucher will be made to you. Vouchers must be cleared within 10 BusinessDays after the date of applicable voice authorization. Vouchers cannot be cleared by anymanner except by your Authorized Terminal therefore you should never mail vouchersrequesting payment. If a voucher expires before it has been cleared by your AuthorizedTerminal for payment, no further action can be taken to obtain payment for the voucher.

iv. In the event that, due to EBT host failure, EBT benefit availability for an EBT cus tomercannot be determined at the time you request authorization, the maximum authorizedmanual transaction and benefit encumbrance will be $40.00 or such other state specificfloor limit as set forth in the most current version of the appli cable EBT Rules.

v. Except as specifically provided in the applicable EBT Rules, you will not be reim bursedand will be solely responsible for a manual transaction when you fail to obtain an auth -orization number from the applicable EBT service provider as set forth in this Section29 or otherwise fail to process the manual transaction in accordance with the EBT Rules.

vi. If you have not received an authorization number in accordance with paragraph 29.1above, you may not “re-submit” a manual sales draft for payment for the same transaction.

29.3. Acceptance of Cash Benefits. If you agree to accept EBT Cards and to provideCash Benefits, you agree to maintain adequate cash on hand to issue EBT service providerauthorized Cash Benefits and will issue such Cash Benefits to EBT customers in the samemanner and to the same extent cash is provided to your other customers. You may notrequire, and may not in your advertising suggest, that any EBT customers must purchasegoods or services from you as a condition to receiving Cash Benefits, unless such con ditionapplies to other customers as well. You may not designate and direct EBT customers to spe -cial checkout lanes restricted to use by EBT customers unless you also designate and directother customers to special checkout lanes for Debit Cards or Credit Cards and/or otherpayment methods such as checks other than cash.

29.4. Interoperability. If you accept EBT Cards and provide EBT benefits (FNS, SNAPand WIC Benefits and/or Cash Benefits), you must do so for EBT customers from all states.

29.5. Required Licenses. If you provide FNS, SNAP and WIC Benefits under this Agree -ment, you represent and warrant to us that you are a FNS authorized merchant and are notcurrently disqualified or withdrawn from redeeming food stamp coupons or otherwisedisqualified or withdrawn by FNS. You agree to secure and maintain at your own expenseall necessary licenses, permits, franchises, or other authorities required to lawfully effect theissuance and distribution of EBT benefits under this Agreement, including without limi -tation, any applicable franchise tax certificate and non-governmental contractor’s cer tificate,and covenant that you will not accept EBT Cards or provide EBT benefits at any time duringwhich you are not in compliance with the requirements of any EBT Rules.

29.6. Term and Termination. If you are disqualified or withdrawn from the Food StampProgram, your authority to issue benefits will be terminated concurrently therewith. Suchdisqualification or withdrawal will be deemed a breach of this Agree ment with respect toyour authority to issue Cash Benefits and, in the event of such disqualification, we have theright to immediately terminate the provision of service under this Section 29 or the Agree -ment in its entirety. With respect to the issuance of Cash Benefits only, your authority toissue Cash Benefits may be suspended or ter minated immediately at the sole discretion ofus, the state or its EBT service provider, effective upon delivery of a notice of suspensionor termination specifying the reasons for such suspension or termination if there will be (i)any suspension, injunction, cessation, or termination of the EBT service provider’s authorityto provide EBT services to the state; (ii) failure by you, upon not less than thirty (30) days’prior written notice, to cure any breach by you of these terms and conditions, includingwithout limitation, your failure to support the issuance of EBT benefits during your normalbusiness hours consistent with your normal business practices, your failure to comply withEBT benefit issuance procedures, your impermissible acceptance of an EBT Card, or yourdisqualification or withdrawal from the Food Stamp Program; or (iii) based on a state’s orits EBT service provider’s investigation of the relevant facts, evidence that you or any ofyour agents or employees are committing, participating in, or have knowledge of fraud ortheft in connection with the dispensing of EBT benefits. If you fail to cure any breach as setforth above, you may appeal such suspension of termination to the applicable state fordetermination in its sole discretion.

In the event that your authority to accept benefits is suspended or terminated by a state orits EBT service provider, and you successfully appeal such suspension or termi nation tothe state or its EBT service provider, we shall be under no obligation to reinstate the servicespreviously provided under this Section 29 or the Agreement, as applicable.



The provision of services under this Section 29 shall terminate automatically if our agreementor our service provider’s agreement with any applicable state’s EBT service provider termi -nates for any reason.

You will give prompt notice to us if you plan to stop accepting EBT Cards and pro vidingEBT benefits or if you are unable to comply with the terms of this Section 29.

29.7. Confidentiality of EBT System Information. All information related to EBTcustomers and/or the issuance of EBT benefits shall be considered confidential information.

Individually identifiable information relating to an EBT customer or applicant for EBTbenefits will be held confidential and will not be disclosed by you or your directors, officers,employees or agents, without prior written approval of the applicable state.

You will: (a) implement appropriate measures designed to: (1) ensure the security andconfidentiality of all non-public personal information or materials regarding customers(“NPPI”); (2) protect against any anticipated threats or hazards to the security or integrityof NPPI; (3) protect against unauthorized access to or use of NPPI that could result in sub -stantial harm or inconvenience to any customer and (4) ensure the proper disposal of NPPI;and (b) take appropriate actions to address inci dents of unauthorized access to NPPI,including notification to us as soon as possible.

The use of information obtained by you in the performance of your duties under thisSection 29 will be limited to purposes directly connected with such duties.

29.8. EBT Service Marks. You will adequately display any applicable state’s serviceMarks or other licensed marks, including the Quest Marks, and other materials supplied byus (collectively the “Protected Marks”) in accordance with the standards set by the applicablestate. You will use the Protected Marks only to indicate that EBT benefits are issued at yourlocation(s) and will not indicate that we, any state or its EBT service provider endorse yourgoods or services. Your right to use such Protected Marks pursuant to this Agreement willcontinue only so long as this Section 29 remains in effect or until you are notified by us, anystate or its EBT service provider to cease their use or display. You will not use the Marks ofany EBT service provider without prior written approval from such EBT service provider.

29.9. Miscellaneous.

29.9.1. Errors. You will fully cooperate with us and any other participants in the EBT sys -tem in the resolution of errors and disputes regarding EBT transactions processed pursuantto this Section 29. You will promptly notify us of any such errors or disputes.

29.9.2. Issuance Records.

i. You agree to make available such informational materials as may be required by thestate, its EBT service provider or any applicable regulations pertaining to the issuanceof Benefits.

ii. You will retain all EBT-related records (including but not limited to manual sales draftsor vouchers) in the manner required by the EBT Rules or otherwise reasonably requestedby us for three (3) years following the date of the applicable EBT trans action, or for suchadditional period as may be required by the EBT Rules. Records involving matters inlitigation will be kept by you for a period of not less than three (3) years following thetermination of the applicable litigation. Copies of any documents in media other thanpaper (e.g., microfilm, etc.) related to this Section 29 may be substituted for the originalsto the extent permitted under applicable EBT Rules and provided that legible papercopies can be reproduced within a reasonable time after such records are requested.

iii. You will make all EBT-related records available for audit upon request to represen ta tivesof the state or its EBT service provider, or other authorized state or federal governmentagency during normal business hours.

iv. To assure compliance with this Agreement, including without limitation this Section 29,the state, its EBT service provider, or other authorized state or federal government agency,will at all times, upon advance notice except in the case of suspected fraud or othersimilar activity, have the right to enter, during normal business hours, your prem ises toinspect or evaluate any work performed under this Agreement, or to obtain any otherinformation required to be provided by you or otherwise related to this Agreement.

29.9.3. Training. You will train and permit your employees to receive training regard ingthe issuance of EBT benefits.

29.9.4. Amendments. Notwithstanding anything to the contrary in this Agree ment, ifany of these terms and conditions are found to conflict with the EBT Rules or federal or statepolicy, these terms and conditions are subject to reasonable amend ment by us, a state or itsEBT service provider to address such conflict upon twenty (20) days’ written notice to youprovided that you may, upon written notice, terminate your obligation under this Section29 upon receipt of notice of such amendment.

29.9.5. State Action. Nothing contained herein shall preclude a state from com mencingappropriate administrative or legal action against you or for making any referral for suchaction to any appropriate federal, state, or local agency.

29.9.6. Reference to State. Any references to state herein will mean the state in whichyou accept EBT benefits pursuant to this Section 29. If you accept EBT benefit in more thanone state pursuant this Section 29, then the reference will mean each such state severally,not jointly.

29.9.7. Third Party Beneficiaries. These terms and conditions, do not create, and willnot be construed as creating, any rights enforceable by any person not having any rightsdirectly under this Agreement, except that the state and its Issuer, as defined in the QuestRules, will be deemed third party beneficiaries of the representations, warranties, covenantsand agreements made by you under the Agreement, including without limita tion thisSection 29.

30. Special Provisions Regarding Wireless Service

If you elect to purchase the Wireless Services from us as indicated on the Application, thenthe following terms and conditions of this Section 30, referred to as the “Wireless ServicesTerms,” shall apply. THE WIRELESS SERVICES ARE BEING SOLD TO YOU FOR USE INBUSINESS AND ARE NOT BEING SOLD TO YOU FOR HOUSEHOLD OR PERSONAL USE.Sale of Wireless Services is made by Processor and not the Bank. The Services provided,transactions processed and other matters contemplated under this Section 30 are subject tothe rest of this Agreement, as applicable, except to the extent the terms of this Section 30directly conflict with another section of this Agreement, in which case the terms of thisSection 30 will control; provided, how ever, that Bank is not a party to this Agreement insofaras it relates to Wireless Services, and Bank is not liable to you in any way with respect tosuch services. For the purposes of this section, the words “we,” “our” and “us” refer only tothe Processor and not to the Bank.

Through one or more third party vendors (“Wireless Vendor(s)”) selected by us in our solediscretion, we have acquired the right to resell certain wireless data com munica tion servicesthat use radio base stations and switching offered by certain cellular telephone and datanetworks throughout the country (the “Wireless Networks”) in order to allow you to cap -ture and transmit to Processor and Bank certain wireless Card Author iza tion trans ac tionsor to transmit other communications to our system (“Wireless Services”).

If you elect to purchase voice and/or data services directly from a third party provider foruse with the Wireless Equipment as permitted by Processor, you acknowledge and agreethat this Agreement does not address or govern those voice and/or data services or yourrelationship with that third party provider, and Servicers are in no way responsible for pro -viding, maintaining, servicing or supporting such third party voice and/or data services.

30.1. Purchase of Wireless Services. The prices that you will pay for the WirelessServices are set forth on the Application. In connection with your purchase of WirelessServices, you will receive access to a certain Wireless Network(s).

• Licenses. You agree to obtain any and all licenses, permits or other authorizations requiredby the Federal Communications Commission (“FCC”) or any other regu latory authority,if any, for the lawful operation of Wireless Equipment used by you in connection withyour receipt of Wireless Services. You will promptly provide us with all such informationas we may reasonably request with respect to matters relating to the rules and regulationsof the FCC.

• Wireless Equipment. You agree that in order to access the Wireless Services, you must usewireless POS Terminals and accessories approved for use with the Wireless Ser vices byProcessor from time to time in its sole discretion (the “Wireless Equip ment”). If WirelessEquipment is purchased by you from us as indicated on the Application, then the termsof this Agreement, including without limitation Section 32 of this Agreement, apply toyour use of such Wireless Equipment.

• Improvements / General Administration. We and the Wireless Vendor(s) reserve the rightto make changes, from time to time, in the configuration of the Wireless Services, WirelessNetworks, Wireless Equipment, Wireless Software, rules of oper ation, accessi bility periods,identification procedures, type and location of equipment, allocation and quantity ofresources utilized, programming languages, administrative and operational algorithmsand designation of the control center serving you at the particular address. In addition,we reserve the right to schedule, from time to time, interruptions of service for mainte -nance activities.

• Suspension of Wireless Services. We or a Wireless Network may suspend the Wire lessServices to: (a) prevent damages to, or degradation of, our or a Wireless Network’s networkintegrity that may be caused by a third party; (b) comply with any law, regu lation, courtorder or other governmental request which requires immediate action; or (c) otherwiseprotect us or a Wireless Network from potential legal liability. To the extent commerciallyreasonable, we shall give notice to you before suspending the Wire less Services to you. Ifnot commercially reasonable to give prior notice, we will give notice to you as soon ascommercially practicable thereafter. Availability of the Wireless Services may vary due toevents beyond the control of us or our Wireless Vendors. In the event of a suspension ofthe Wireless Services, we or the applicable Wireless Vendor will promptly restore theWire less Services after the event giving rise to the suspension has been resolved.

30.2. Software Licenses. Processor hereby grants to you a non-exclusive, non-transfer -able, revocable limited sublicense to use any wireless software (including any documentationrelating to or describing the wireless software) downloaded by you or your designee fromProcessor’s systems onto the Wireless Equipment in connection with your purchase anduse of the Wireless Services in accordance with the terms of this Agreement, including thisSection 30 and Section 32 (“Wireless Software”). Anything in this Agreement to the contrarynotwithstanding, we or certain third parties retain all ownership and copyright interest inand to all Wireless Software, related documentation, technology, know-how and processesembodied in or provided in connection with the Wireless Software, and you shall have onlya nonexclusive, non-transferable license to use the Wireless Software in your operation ofthe Wireless Equipment for the purposes set forth in this Agreement. Nothing in thisAgreement confers any title or ownership of any such Wireless Software to you or shall becon strued as a sale of any rights in any such Wireless Software to you. You agree to accept,agree to and be bound by all applicable terms and conditions of use and other lic ense termsapplicable to such Wireless Software. You shall not reverse engineer, dis assemble or decom -pile the Wireless Software. You shall not give any Person access to the Wireless Softwarewithout our prior written con sent. Your obligations under this Section 30.2 shall survive thetermination of this Agree ment. You acknowledge that the only right you obtain to theWireless Software is the right to use the Wireless Software in accordance with the terms inthis Section.



30.3. Limitation on Liability. We shall have no liability for any warranties by any partywith respect to uninterrupted Wireless Services, as set forth in Section 30.10, or for anyPerson’s unauthorized access to Client’s data transmitted through either the WirelessEquipment or Wireless Services (including the Wireless Software), or Wireless Networks,regardless of the form of action (whether in contract, tort (including negligence), strictliability or otherwise). The fore going notwithstanding, for any other liability arising out ofor in any way connected with these Wireless Services terms, including liability resultingsolely from loss or damage caused by partial or total failure, delay or nonperformance of theWireless Services or relating to or arising from your use of or inability to use the Wire lessServices, Processor’s, Bank’s, and Wireless Vendor(s)’ liability shall be limited to your directdamages, if any, and, in any event, shall not exceed the lesser of the amount paid by youfor the particular Wireless Services during any period of failure, delay, or nonper formanceof the Wireless Services or $50,000.00. In no event shall Servicers, Wireless Vendor(s) or ourrespective Affil iates be liable for any indirect incidental, special, conse quential or punitivedamages. The remedies available to you under these Wire less Services Terms will be your soleand exclusive remedies.

30.4. Indemnification. In addition to any other indemnifications as set forth in thisAgree ment, you will indemnify and hold Servicers, Wireless Vendor(s) and our respectiveofficers, directors, employees, and Affiliates harmless from and against any and all losses,claims, liabilities, damages, costs or expenses arising from or related to: (a) the purchase,delivery, acceptance, rejection, ownership, possession, use condition, liens against, or returnof the Wire less Equipment or the Wireless Equipment (includ ing the Wireless Soft ware),as appli cable; (b) your negligent acts or omissions; (c) any breach by you of any of yourobligations under this Section 30; or (d) any Person’s unauthorized access to Client’s dataand/or unauthorized financial activity occurring on your Merchant Account Number here -under, except to the extent any losses, liabilities, damages or expenses result from our grossnegligence or willful misconduct.

30.5. Confidentiality. All information or materials which could reasonably be con sid eredconfidential or competitively sensitive that you access from or relate to either WirelessVendor(s) or Servicers related to the subject matter of these Wireless Services Terms will beconsidered confidential information. You will safeguard our confidential information withat least the same degree of care and security that you use for your confidential information,but not less than reasonable care.

30.6. Termination. In addition to any other provision in this Agreement, the WirelessServices being provided under this Section 30 may terminate:

a) Immediately upon termination of the agreement between us (or our Affiliates) andWireless Vendor(s), provided that we will notify you promptly upon our notice orknowledge of termination of such agreement, provided further that if Wireless Vendor(s)loses its authority to operate less than all of the Wireless Services or if the suspensionof any authority or non-renewal of any license relates to less than all of the WirelessServices, then these Wireless Services Terms will terminate only as to the portion of theWireless Services affected by such loss of authority, suspension or non-renewal; or

b) Immediately if either we or our Affiliates or Wireless Vendor(s) are prevented from pro -viding the Wireless Services by any law, regulation, requirement, ruling or notice issuedin any form whatsoever by judicial or governmental authority (including with outlimitation the FCC).

30.7. Effect of Termination. Upon termination of these Wireless Services Terms for anyreason, you will immediately pay to us all fees due and owing to us hereunder. If theseWireless Services terms terminate due to a termination of the agreement between us or ourAffiliates and Wireless Vendor(s), then we may, in our sole discretion, con tinue to providethe Wireless Services through Wireless Vendor(s) to you for a period of time to be deter -mined as long as you continue to make timely payment of fees due under these Wire lessServices Terms.

30.8. Third Party Beneficiaries. Wireless Vendor(s) are third party beneficiaries of theseWireless Services Terms and may enforce its provisions as if a party hereto.

30.9. Other Applicable Provisions. You also agree to be bound by all other terms andconditions of this Agreement.

30.10. Disclaimer. Wireless Services use radio transmissions, so Wireless Services can’tbe provided unless your Wireless Equipment is in the range of one of the available WirelessNetworks’ transmission sites and there is sufficient network capacity available at thatmoment. There are places, particularly in remote areas, with no service at all. Weather, top -ography, buildings, your Wireless Equipment, and other conditions we don’t control mayalso cause failed transmissions or other problems. PROCESSOR, BANK, AND WIRELESSVENDOR(S) DISCLAIM ALL REPRESENTATIONS AND WARRANTIES RELATING TOWIRELESS SERVICES. WE CANNOT PROMISE UN INTERRUPTED OR ERROR-FREEWIRELESS SERVICE AND DO NOT AUTHORIZE ANYONE TO MAKE ANY WAR RAN -TIES ON OUR BEHALF.

31. Special Provisions Regarding Gift Card Services

Gift Card Services are provided to you by Processor. The Services provided, transac tionsprocessed and other matters contemplated under this Section 31 are subject to the rest ofthis Agreement, as applicable, except to the extent the terms of this Section 31 directly con -flict with another provision of this Agreement, in which case the terms of this Section 31will control; provided, however, that Bank is not a party to this Agree ment insofar as itrelates to Gift Card Services, and Bank is not liable to you in any way with respect to suchservices. For the purposes of this section, the words “we,” “our” and “us” refer only to theProcessor and not to the Bank. The terms and conditions set forth in this Section governthe provision of Gift Card Services.

31.1. Definitions. Capitalized terms used in this Section 31 shall have the meaning givenas defined in this Section or as defined in the Glossary or elsewhere in this Agreement.

a) “ACH” means the Automated Clearing House system.

b) “Affiliated Issuer(s)” means each Client Affiliate and/or franchisee that enters into anAffiliated Issuer Agreement, in the form required and provided by Processor.

c) “Database” means the database on which Gift Card Data for each Gift Card issued underthe Program is maintained.

d) “Designated Location” means any store or other place of business (including a directmarketing program or Internet site), located in the U.S.A., and at or through whichClient issues Gift Cards and/or processes transactions using Gift Cards issued underthe Program. Designated Locations include any help desk or IVR through which trans -actions are processed under the Program.

e) “Enhanced Features” means the additional program functionality offered to Clientpursuant to the Enhanced Features set-up form.

f) “Gift Card” means an encoded device that accesses Gift Card Data maintained in theDatabase.

g) “Gift Card Data” means the current value and record of transactions corresponding toeach Gift Card issued under the Program.

h) “Gift Card Equipment” means any POS Terminal, software or other similar tele commu -nications equipment that has been programmed and certified to Processor’s specificationsin order to transmit Gift Card Data and process online transactions under the Program.

i) “Gift Card Holder” means any person in possession of or that uses a Gift Card.

j) “Gift Card Number” means the identifying number of a Gift Card.

k) “Gift Card Production Company” means a company selected and retained by Processorto produce Gift Cards and provide related products or services for the Program.

l) “IVR” means an automated Interactive Voice Response system accessed via a toll-freetelephone number.

m) “POS Terminal” means an electronic Point-Of-Sale terminal placed in a DesignatedLocation which is connected to Processor’s system via telephone lines and is designedto swipe Gift Cards.

n) “Program” means Client’s program pursuant to which Client issues Gift Cards to GiftCard Holders and Processor provides the Services to enable such Gift Card Holders touse such Gift Cards to purchase goods and services at Designated Locations.

o) “Services” means the services provided by Processor in connection with the Program asfurther described in this Section.

31.2. Services. Processor agrees to provide the Services set forth below in con nectionwith the Program.

a) Processor will arrange for the production of all Gift Cards and all other services relatedthereto by the Gift Card Production Company for the Program in accordance with thespecifications and fees set forth on the Gift Card Set-Up Form (the “Gift Card Set-UpForm”), which is incorporated by reference herein.

b) Processor shall establish and maintain Gift Card Data on the Database.

c) Processor shall provide Client and its Affiliated Issuers with the capability to processselected transactions under the Program through Gift Card Equipment at DesignatedLocations.

d) Upon receipt of transaction information from a Designated Location by the Data base,Processor will compare the proposed transaction amount with the account balancemaintained on the Database corresponding to the Gift Card or Gift Card Number thatwas presented at the Designated Location. If the account balance is greater than or equalto the amount of the proposed transaction, Processor will authorize the trans ac tion. Ifthe account balance is less than the amount of the proposed transaction, Processor willdecline the transaction. If Client’s Gift Card Equipment supports “split tender,” and theaccount balance is less than the amount of the proposed transaction, Processor willauthorize the transaction for the amount of the account balance, and return a messageand/or receipt to the Gift Card Equip ment showing the remaining amount of the trans -action to be collected by Client. Client understands and agrees that an Authori za tionby Processor only indicates the availability of sufficient value on a Gift Card account atthe time of Authorization and does not warrant that the person presenting the Gift Cardor Gift Card Number is authorized to use such Gift Card or Gift Card Number.

e) Processor shall provide an IVR, twenty-four (24) hours per day, seven (7) days per week,through which Client and Gift Card Holders may obtain Gift Card balances.

f) Processor shall provide a Gift Card product support help desk through which Clientmay process selected non-financial transactions under the Program. Support is currentlyavailable Monday through Friday, 8:00 a.m. to 8:00 p.m. Eastern Time (excludingholidays). The hours and days of support are subject to change at any time; providedthat (i) Processor will provide advance notice of any change in the hours and days; and(ii) the total number of hours shall not be less than 40 in any regular work week(excluding holidays).

g) Processor will provide Client with Gift Card transaction reports, accessible by Clientthrough a designated Internet site. Processor will maintain reports on the Internet sitefor Client’s use for a period of six (6) months. Processor may, in its discretion, provideadditional or custom reports or report formats, as may be requested by Client from timeto time, at a fee to be determined by Processor.



h) Client will at all times own all right, title and interest in and to all Gift Card Data gen -erated under the Program. During the term, Processor will retain the Gift Card Data foreach Gift Card on the Database for a period of twenty-four (24) months following thedate that the account balance reaches zero. Thereafter, during the term, Processor mayremove the Gift Card Data from the Database and archive such Gift Card Data in anymanner determined by Processor in its reasonable business judgment. Notwithstandingthe foregoing, within ninety (90) days of Client’s written request, during the first twelve(12) months following the expi ration or termination of the Gift Card Services, Processorwill compile a data report of the Gift Card Data stored in the Database, in Processor’sstandard format, at a fee to be determined by Processor. Processor shall deliver Client’sGift Card Data to Client in a mutually agreeable format. Processor shall have no obli -gations with respect to Client’s Gift Card Data following delivery to Client.

i) Client may choose additional Enhanced Features from time to time pursuant to the En -hanced Features set-up form and Client expressly authorizes Company, and Companyagrees, to provide Services with respect to Gift Cards sold and activated by third partydistributors. As between Company and Client, Client shall be responsible for any actsor omissions of each third party distributor in connection with the sale or activation ofany Cards. Client and Company agree that Company shall not be deemed to have failedto provide Services outlined herein with respect to any Card sold and activated by anythird party distributor, including through any Designated Location, to the extent anysuch failure by Company is caused in whole or in part by any failure of any third partydistributor or Client to provide to Company information regarding the sale and activa -tion of such Card that is accurate, complete, timely and formatted in accordance withCompany’s instruc tions and specifications in all respects. Additional fees and chargesmay apply, including separate third party fees, for any Enhanced Features chosen byClient. Client may only work with Company approved third party distributors.

31.3. Responsibilities of Client. The responsibilities of Client are set forth below andelsewhere in this Section.

a) Client will accept for processing any transaction initiated by one of its customers usinga Gift Card pursuant to the Services without discrimination with regard to the customerwho initiated the transaction.

b) Client will securely maintain all transaction records and other records required by lawor reg ulation to be maintained in connection with the operation of the Gift Card Equip -ment or the Program. Client will download and securely store any and all Gift Cardtransaction reports for future reference. In the event that Client needs a report for aperiod past such six (6) months, Processor may provide such requested report to Clientat a fee to be deter mined by Processor.

c) Client will make its personnel and records available to Processor, its agents and contrac -tors, all within such time and in such forms or manner as may be rea sonably necessaryto enable Processor to perform the Services promptly and in an efficient manner.

d) Client shall be responsible, at its sole cost and expense, for the sale and other distributionof Gift Cards to Gift Card Holders and for any marketing or advertising of the Program.

e) Client shall obtain, operate and maintain, at its sole cost and expense, all Gift CardEquip ment required to enable Client and Affiliated Issuers to electronically transmitGift Card Data in accordance with Processor’s specifications from all Designated Loca -tions to the Database.

f) Client is solely responsible for obtaining Authorization in advance of each transaction.Client is solely responsible for any losses it may incur in conducting transactions whenan Authorization is not obtained, including, without limitation, transactions conductedwhen the Database or the Gift Card Equipment is not in service. Client assumes all riskof erroneous or fraudulently obtained Authoriza tions, unless such erroneous or fraudu -lently obtained Authorization is caused directly by Processor. Client understands andagrees that an Authorization by Processor only indicates the availability of suf ficientvalue on a Gift Card account at the time of Authorization and does not warrant that theperson presenting the Gift Card or Gift Card Number is authorized to use such GiftCard or Gift Card Number. Client is responsible for the accuracy of all data transmittedby it for processing by Processor.

g) Client shall be responsible for accessing and comparing the reports supplied by Processorto its own records and promptly notifying Processor of any necessary adjustments toGift Card accounts. Client acknowledges that Processor will make adjustments to GiftCard accounts pursuant to Client’s instructions, and Processor shall have no liability forany errors to Gift Card accounts that are made in accordance with Client’s instructions.

h) Client shall comply and shall ensure that all Affiliated Issuers comply with all laws andregulations applicable to the Program. Client acknowledges and agrees that it is solelyresponsible for interpreting all laws and regulations applicable to the Program, for moni -toring changes in laws and regulations applicable to the Program, and for deter miningthe requirements for compliance with laws and regulations applicable to the Program.Processor shall be entitled to rely upon and use any and all information and instructionsprovided by Client for use in performing the Services, and Processor shall have noliability whatsoever for any noncompliance of such information or instructions withlaws or regulations.

i) As between Client and Processor, Client shall bear all risk related to the loss or theft of,alteration or damage to, or fraudulent, improper or unauthorized use of any Gift Card,Gift Card Number or PIN: (i) in the case of Gift Cards ordered through Pro cessor, upondelivery of such Gift Cards to Client or Client’s Desig nated Location, as applicable, and(ii) in the case of Gift Cards obtained by Client from a Person or Gift Cards whichClient requests to be delivered in a pre-activated state, whether such loss occurs beforeor after delivery of such Gift Cards to Client or Client’s Designated Location.

j) Processor and Client agree that during the term: (i) Processor will be the sole and exclu -sive provider of the Services to Client and its Affiliated Issuers; and (ii) Client will notdirectly or indirectly either itself or through a Person, offer or promote any other pro -prietary, closed network, online Gift Card or similar access device.

k) Client may allow Affiliated Issuers to participate in the Program; provided, howeverthat (i) Client shall be responsible for ensuring that all Affiliated Issuers comply with theterms and conditions of this Section and the separate Affiliated Issuer Agreement, and(ii) Client shall be jointly and severally liable for all fees and other amounts pay able toProcessor in connection with any activities of Affiliated Issuers related to this Section,including but not limited to Gift Card transactions.

l) Client is responsible for any settlement of funds among Affiliated Issuers and Desig natedLocations.

31.4. Fees and Payment. In addition to all other rights we have under the Agreement,Client shall pay Processor the fees set forth on the Gift Card Set-Up Form. Client shall alsobe responsible for the payment of any taxes imposed by any appli cable governmentalauthority in connection with any products or services covered by this Section (other thanthose taxes based solely on the net income of Processor). All fees for the Services shall bepaid via an ACH transfer of funds from a bank account designated by Client. To authorizethe ACH transfers, Client agrees to execute the ACH Authorization on the Gift Card Set-Up Form. In the event that fees cannot be collected from Client as set forth above, Processorreserves and may exercise all other rights to collect any fees due.

31.5. Termination.

a) The provision of Gift Card Services may be terminated at any time: (i) by either partyin the event that the other materially breaches any term or condition of this Section andfails to cure such breach within thirty (30) days of written notice of such breach fromthe non-breaching party; (ii) by Processor if Client fails to pay any amount due withinten (10) Business Days after written notice to Client of its failure to pay such amount;(iii) by Processor upon written notice to Client in the event that Client’s operation ofthe Program results in a violation of law or regulation (by Client, an Affiliated Issuer orProcessor); (iv) by Client if Processor increases its rates under Section 31.4(c) above andClient provides thirty (30) days written notice of termination within thirty (30) days ofreceiving notice of said increase; or (v) by either party upon written notice to the otherafter the filing by the other of any petition in bankruptcy or for reorganization or debtconsoli dation under the federal bankruptcy laws or under any comparable law, or uponthe other party’s making of an assignment of its assets for the benefit of creditors, orupon the application of the other party for the appointment of a receiver or trustee ofits assets.

b) If (i) the Gift Card Services are terminated for any reason other than Processor’s materialbreach prior to the expiration of the initial term, or (ii) Client suspends or terminatesthe Program prior to the expiration of the initial term except as provided for in Section31.5 (a) (iv), nothing in this subsection shall prohibit or limit Processor’s right torecover damages or any other amounts due and owing Processor in the event that theGift Card Services are terminated by Processor due to a breach by Client or shall bedeemed to waive or otherwise limit Client’s obligations pursuant to Section 31.6(a).

c) If requested by Client, Processor may, in its sole and absolute discretion, continue toprovide the Services for all previously issued and unexpired (if applicable) Gift Cards forup to twelve (12) months following the termination of the Gift Card Services; provided,however, that Processor shall not activate any new Gift Cards after the effective date oftermination. Processor’s obligation to provide continuing Services after termi na tion iscontingent upon Client’s agreement to pay for such Services and to conduct its operationsin accordance with the terms of this Section, and Processor may require advance pay -ment for some portion or all of the estimated cost of such Services to be provided aftertermination.

d) Termination of the Gift Card Services shall not affect Client’s obligation (including anyobligation incurred by an Affiliated Issuer) to pay for services rendered or obligationsdue or owing under this Section prior to termination.

e) The provisions of Sections 31.3 (f), (g), (h), (i), (k) and (l), and Sections 31.4, 31.5(b),31.5(c), 31.5(d), 31.6 and 31.7 hereof shall survive any termination of this Agreement.

31.6. Indemnification.

a) Client shall indemnify and hold harmless Servicers, their directors, officers, employ ees,agents and their respective Affiliates from and against any and all third party claims,losses, liabilities, damages and expenses, including reasonable attorneys’ fees, (collectively“Claims”) to the extent that any such Claim is caused by or arises out of: (i) any failureof Client or an Affiliated Issuer to comply with any law or regulation applicable to theProgram; (ii) any dispute between Client and any Affiliated Issuer, or Client and anyGift Card Holder, or an Affiliated Issuer and any Gift Card Holder, including, withoutlimitation, any dispute regarding the goods or services purchased using a Gift Card orthe payment of any amounts owed or alleged to be owed by one or more such personsto any other such persons; (iii) any instructions or procedures that Client may provideto Processor in connection with the Program and Processor’s compliance there with;(iv) any actual or alleged loss or theft of, alteration or damage to, or fraudulent,improper or unauthorized use of any Gift Card, Gift Card Number or PIN; (v) use oroperation of Gift Card Equipment by Client or an Affiliated Issuer; and (vi) any Claimor action against Servicers for actual or alleged infringement of any patent, copyright,trademark, trade secret or other proprietary right of any person arising in connectionwith the production of Gift Cards or related products for Client using artwork, designs,specifications or concepts provided by Client.



b) Processor shall indemnify and hold harmless Client and its directors, officers, employees,agents and Affiliate Issuers from and against any and all third party Claims to the extentthat any such Claim is caused by or arises out of: (i) any failure of Processor to complywith any law or regulation applicable to the Program; or (ii) any error in the Database,unless the error is caused by incorrect information submitted by Client or is otherwisemade in accordance with Client’s instructions.

31.7. Patents, Copyrights, Intellectual Property, etc. Client shall have no interestwhatsoever, including copyright interests, franchise interests, license interests, patent rights,property rights or other interest in the Services provided hereunder. These pro vi sions are notto be construed as granting to Client any patent rights or patent license in any patent, whichmay be obtained in respect of the Services. Artwork created by Processor on behalf of Clientremains the property of Processor. Client retains ownership of any artwork supplied toProcessor.

31.8. Limitation of Liability; Disclaimer of Warranties. NOTWITHSTANDING ANYPROVISION IN THIS AGREEMENT TO THE CONTRARY, SERVICERS’ CUMULATIVEAGGREGATE LIABILITY FOR ANY LOSSES, CLAIMS, SUITS, CONTROVER SIES,BREACHES, OR DAMAGES ARISING OUT OF RELATED TO THIS SECTION FOR ANYCAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY,SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES SUFFERED BY CLIENT AND,IN ANY EVENT, SHALL NOT EXCEED THE LESSER OF (I) THE AMOUNT OF FEESPAID TO PROCESSOR BY CLIENT UNDER THIS SECTION DURING THE TWELVE (12)MONTHS PRIOR TO THE DATE THAT THE LIABILITY ARISES, OR (II) TWENTYTHOUSAND DOLLARS ($20,000).

32. Terms of Equipment Purchase or Rental

This Section 32 governs any equipment that is rented to you on a month to month basis orthat is sold to you by Processor under the Merchant Processing Application, subsequentpurchase or rental agreements and/or other documentation provided in connection with thepurchase or rental of Equipment (“Equipment Documents”). If the Equipment Documentsthat your equipment is leased, then the provisions of your lease are governed by Section 1of Part III (Third Party Agreement). Equipment rented to or purchased by you under theEquipment Documents is referred to in this Section 32 as the “Equipment.” THE EQUIP -MENT IS BEING SOLD TO YOU FOR USE IN YOUR BUSINESS AND IS NOT BEINGSOLD OR RENTED TO YOU FOR HOUSEHOLD OR PER SONAL USE. Sales and rentalsof equipment are made by Processor. The Services provided, Equipment, EquipmentDocuments and other matters contemplated under this Section 32 are subject to the rest ofthis Agreement, as applicable, except to the extent the terms of this Section 32 directlyconflict with another provision of this Agreement, in which case the terms of this Section 32will control; provided, however, that Bank is not a party to this Agreement insofar as it relatesto sales and rental of equipment and Bank is not liable to you in any way with respect tosuch services. For purposes of this section the words “we,” “our” and “us” refer only toProcessor and not to Bank.

Warranties, if any, for the Equipment or any related Software originate from the appli cablethird party provider or manufacturer (“Vendor”). Materials or documents, if any, settingforth warranty terms, conditions, exceptions, exclusions and disclaimers will be containedwithin the packaging shipped from the Vendor.

We or third parties designated by us will only provide help desk support for Equip mentpurchased or rented from us under the Equipment Documents, and we will not provideany such support or related services for any other products or equipment.

YOU ACKNOWLEDGE THAT THE EQUIPMENT AND/OR SOFTWARE YOU PUR -CHASED OR RENT FROM US OR SUBSEQUENTLY PURCHASE OR RENT FROM USMAY NOT BE COMPATIBLE WITH ANOTHER PROCESSOR’S SYSTEMS. WE DO NOTHAVE ANY OBLIGATION TO MAKE SUCH SOFTWARE AND/OR EQUIPMENTCOMPATIBLE WITH ANY OTHER PROCESSING SYSTEMS. IN THE EVENT THAT YOUELECT TO USE ANOTHER PROCESSING SERVICE PROVIDER UPON THE TER -MINATION OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU MAY NOT BEABLE TO USE THE EQUIPMENT AND/OR SOFTWARE RENTED OR PURCHASEDUNDER THIS AGREEMENT.

32.1. Purchased Equipment; Supplies. We will sell to you, and you will buy from us theEquipment identified in the Equipment Documents throughout the term of this Agree mentas being purchased by you (individually and collectively, the “Purchased Equipment”), freeand clear of all liens and encumbrances (subject to Section 32.7), except that any “Software”(as defined in Section 32.8) will not be sold to you outright but instead will be provided toyou pursuant to, and subject to the conditions of Section 32.8 of this Agree ment. You shallpay the purchase price specified for the Purchased Equipment and the related softwarelicense(s), including all applicable tax and shipping and handling charges, prior to theeffective date of this Agreement or at our option, such amounts will be collected by us bydebits or deductions pursuant to Section 32.5. We will provide you supplies as requestedby you from time to time. You shall pay the purchase price for such supplies, plus shippingand handling charges, including all applicable tax, prior to delivery of the supplies or uponinvoice, as specified by us, or at our option, such amounts will be collected by us by debitsor deduc tions pursuant to Section 32.5. (Maintenance and repair of merchant-owned equip -ment is your responsibility). Should your terminal become inoperable, we can provide youwith equipment at a monthly rental fee. There will also be a nominal shipping and handlingfee. For such rental equipment contact the POS Help Desk.)

32.2. Rental Equipment. We agree to rent to you and you agree to accept and rent fromus the Equipment identified in the Equipment Documents as being rented to you (individ -ually and collectively, the “Rental Equipment”), according to the terms and con ditions ofthis Section 32. In addition, any Equipment ordered by and rented to you during the term

of this Agreement shall constitute Rental Equipment and be governed by the terms of thisSection 32.

32.3. Effective Date and Term of Section 32. This Section 32 shall become effec tiveon the first date you receive any piece of Equipment covered by this Section 32. This Section32 will remain in effect until all of your obligations and all of our obligations under thisAgreement have been satisfied. We will deliver the Equipment to the site designated by you.You shall be deemed to have accepted each piece of Equipment at the earlier of: (a) youractual acceptance after installation, (b) delivery to you if your site is not prepared and readyfor installation, or (c) for Equipment that we have not agreed to install for you, seven (7)days after shipment of each such piece of Equipment. The rental period with respect to eachpiece of Rental Equipment shall commence on the date such Equipment is deemed acceptedand shall terminate at the scheduled termination date (but not upon any early termination)of this Agreement and/or any other agreement then in effect with us for Card services. Theprovisions of this Section 32 shall survive the termination of this Agreement and continueuntil all Rental Equipment is returned or paid for.

32.4. Site Preparation. Installation & Maintenance. You will prepare the instal la tionsite(s) for the Equipment, including but not limited to the power supply circuits and phonelines, in conformance with the manufacturer’s and our specifications and will make thesite(s) available to us by the confirmed shipping date. You will support the installation inaccordance with our requirements.

• Upon request, you must allow us (or our agents) reasonable access to the premises whereAuthorization terminals or other communications Equipment (e.g., printers) are or willbe located.

• Any alterations required for installation of Authorization terminal(s) or other communi -cations Equipment will be done at your expense.

• Only we or our agents can alter or modify Authorization terminal(s) or other communi -cations equipment owned by us.

• If a terminal or printer appears to be defective, you must immediately call the POS HelpDesk.

• You are responsible for safeguarding Equipment from loss, damage, unauthorized use,misuse or theft; we should be notified immediately if any of the foregoing occurs.

• If necessary, we will assist you in obtaining replacement Equipment. If you fail to returnany defective Equipment, you may be responsible for its replacement value and for anylegal and/or collection costs incurred by the Equipment owner in con nection with recov -ering Equipment.

• You are responsible for keeping all communication Equipment free of any claims, liensand legal processes initiated by creditors.

• Equipment may not be subleased at any time. The cost of comparable new Equip ment,as well as any associated legal and/or collection costs incurred by us or the owner of theEquipment, will be assessed to you for each piece of Equipment not returned upon termi -nation of the Agreement by either party, or upon request for the return of the Equipmentfor any reason.

• You may not relocate, remove, disconnect, modify or in any way alter any equipmentused in connection with the services we are providing to you without first obtaining ourpermission.

• You must provide us with thirty (30) days’ prior written notice to request the relo cationof any Equipment.

• Should you require additional equipment, you must contact Relationship Manage ment orCustomer Service (there may be additional costs or fees charged to you in connection withany new equipment ordered, including download fees).

32.5. Payment of Amounts Due.

a) You agree to pay the monthly rental charge specified in the Equipment Documentswhich shall be due and payable on the first day of each month of the rental period foreach piece of Rental Equipment, except that the first payment of the monthly rentalcharge for each piece of Rental Equipment shall be due and payable upon acceptanceof such Equipment by you at the location designated in the Equipment Documents or,upon delivery if the site is not prepared for installation (as provided in Section 32.3).The monthly rental charge for fractions of a calendar month shall be prorated based ona thirty (30) day month.

b) You hereby authorize us to collect all amounts due from you under this Section 32 byinitiating debit entries for such amounts to the Settlement Account or by deductingsuch amounts from amounts due to you from TeleCheck or Servicers.

c) In addition to the purchase price or monthly rental charge due hereunder, you shall pay,or reimburse us for, amounts equal to any taxes, levies, shipping fees, duties or assess -ments, however designated, levied or based on such charges, or on this Agreement or theEquipment and related supplies or any services, use or activities hereunder, in cludingwithout limitation, state and local sales, use, property, privilege and excise taxes, exclusive,however, of taxes based on our net income.

d) Separate charges will apply for supplies; they are not included in monthly rental charges.

32.6. Use and Return of Equipment; Insurance.

a) You shall cause the Equipment to be operated by competent and qualified personnel inaccordance with any operating instructions furnished by us or the manufacturer and inconnection with the Services. You shall not use the Equipment, or permit the Equipmentto be used, in any manner or for any purpose for which the Equip ment is not designedor reasonably suited.



b) You shall not permit any physical alteration or modification of the Equipment withoutour prior written consent.

c) You shall not change the installation site of the Equipment without our prior writtenconsent, which consent we will not unreasonably withhold.

d) You shall not assign your rights or obligations under this Agreement, or pledge, lend,create a security interest in, directly or indirectly create, incur, assume or allow to existany other consensually or judicially imposed liens or encumbrances on, or part withpos session of, or sublease the Rental Equipment to any other person, firm or organizationwithout our prior written consent. Any such assign ment, delegation, sublease, pledge,security interest or lien in the absence of such consent shall be void.

e) You shall comply with all governmental laws, rules and regulations relating to the useof the Equipment. You are also responsible for obtaining all legally required permits forthe Equipment.

f) We or our representatives may, at any time, enter your premises for purposes of inspect -ing, examining or repairing the Equipment.

g) Promptly upon termination of all applicable rental periods or promptly following anyaction by us pursuant to Section 32.11(b), you shall deliver possession of the RentalEquipment (including all attachments and parts) to us at your cost in the same oper -ating order, repair, condition and appearance that the Rental Equipment had at the timeof its delivery to you, reasonable wear and tear excepted.

h) For each item of Rental Equipment that you fail to return to us at your cost in the sameoperating order, repair, condition and appearance that it had at the time of delivery toyou, reasonable wear and tear excepted, by the 10th Business Day after (i) terminationof the applicable rental period, or (ii) any action by us pursuant to Section 32.11(b), youagree to pay us the greater of $250 or the fair market value of such item of Equip mentif it were in the condition described above, as determined by us. We may collect suchamounts in the manner provided in Section 32.5 and to the extent we are unable to doso, you agree to pay us the amounts owed promptly.

i) Except for Purchased Equipment that has been paid for in full, the Equipment shallremain our personal property and shall not under any circumstances be considered tobe a fixture affixed to your real estate. You shall permit us to affix suitable labels orstencils to the Equipment indicating our ownership.

j) You shall keep the Rental Equipment adequately insured against loss by fire, theft andall other hazards (comprehensive coverage). The loss, destruction, theft of or damage tothe Rental Equipment shall not relieve you from your obligation to pay the full purchaseprice or rent payable hereunder.

k) Except for Purchased Equipment that has been paid in full, the Equipment shall be keptat the address indicated in the Equipment Documents and shall not be removed fromthere without our prior written consent (except where normal use of the Equip mentrequires temporary removal).

l) In order to return equipment, you should:

• Call Customer Service for the address of the location to send the equipment.

• The following information must be included within the shipping box:

1. Company name, complete address and phone number.

2. Name of person to contact if there are any questions.

3. Your Merchant Account Number.

4. Serial number of the terminal (found on the underside of the terminal).

• Please maintain proof of delivery documents for your records, and the serial numberfrom the bottom of the terminal.

• Rental fees may be continued until equipment is returned.

32.7. Security Interest; Financing Statements. You hereby grant to us a securityinterest in (a) all Purchased Equipment and the related Software to secure payment of thepurchase price, and (b) all Rental Equipment and the related Software to secure paymentof the monthly payments therefor and authorize us to file financing statements with respectto the Equipment and the Software in accordance with the Uniform Commercial Code,signed only by us or signed by us as your attorney-in-fact.

32.8. Software License. Anything in this Agreement to the contrary notwithstand ing,we or certain third parties retain all ownership and copyright interest in and to all software,computer programs, related documentation, technology, know-how and processes embodiedin or provided in connection with the Equipment (collectively “Software”), and you shallhave only a non ex clusive, non-transferable, revocable license to use the Software in youroperation of the Equipment for the purposes set forth in this Agreement. Nothing in thisAgree ment confers any title or ownership of any such Software to you or shall be construedas a sale of any rights in any such Software to you. You agree to accept, agree to and be boundby all applicable terms and conditions of use and other license terms applicable to suchSoftware. You shall not reverse engineer, disassemble or decompile the Software. You shallnot give any Person access to the Software without our prior written consent. Your obli -gations under this Sec tion 32.8 shall survive the termination of this Agreement.

32.9. Limitation on Liability. Notwithstanding any provision of this Agreement to thecontrary, and in addition to the limitations and disclaimers set forth in Section 20 of thisAgreement (including without limitation the disclaimers in Section 20.2 of this Agreement),our liability arising out of or in any way connected with the Equip ment or related softwareshall not exceed the purchase price or prior twelve month’s rent, as applicable, paid to usfor the particular Equipment involved.

32.10. Indemnification. You shall indemnify and hold us harmless from and against anyand all losses, liabilities, damages and expenses, resulting from (a) the purchase, delivery,installation, acceptance, rejection, ownership, leasing, possession, use, oper ation, condition,liens against, or return of the Equipment, or (b) any breach by you of any of your obligationshereunder, except to the extent any losses, liabilities, damages or expenses result from ourgross negligence or willful misconduct.

In addition to your other obligations hereunder, You acknowledge and agree that the “use”and “operation” of the Equipment for which you will indemnify and hold us harm less shallinclude, but not be limited to, You loading additional software onto Equipment or usingsuch software, or using Equipment or Software to access the Internet.

32.11. Default; Remedies.

a) If any debit of your Settlement Account initiated by us for rent and/or other charges duehereunder is rejected when due, or if you otherwise fail to pay us any amounts duehere under when due, or if you default in any material respect in the performance orobservance of any obligation or provision in this Section 32, or if any other defaultoccurs under this Agreement, any such event shall be a default hereunder.

b) Upon the occurrence of any Event of Default, we may at our option, effective imme di -ately without notice, either: (i) terminate the period of rental and our future obligationsunder this Section 32, repossess the Equipment and proceed in any lawful manneragainst you for collection of all charges that have accrued and are due and payable, inwhich case this Section 32 shall terminate as soon as your obligations to us are satisfied,or (ii) accelerate and declare immediately due and payable all monthly rental chargesfor the remainder of the applicable rental period and proceed in any lawful manner toobtain satisfaction of the same.

33. Special Provisions Regarding TransArmor ® Services

If you elect to utilize the TransArmor Service, the following additional terms and con di tionsof this Section 33 shall apply.

The TransArmor Service is provided to you by Processor and not Bank. Bank is not a partyto this Agreement insofar as it applies to the TransArmor Service, and Bank is not lia ble toyou in any way with respect to such services. For the purposes of this section, the words“we,” “our” and “us” refer only to the Processor and not the Bank.

The TransArmor Service provided, transactions processed and other matters contem platedunder this Section 33 are subject to the rest of this Agreement, as applicable, except to theextent the terms of this Section 33 directly conflict with another provision of this Agreement,in which case the terms of this Section 33 will control.


Multi-PayToken means the option to support businesses that need to submit a financialtransaction in a card-not-present situation. These tokens are unique to each merchant thatuses them and are stored in place of the primary account number (PAN). With these tokens,merchants can initiate new or recurring payments within their own environment instead ofusing the original card number.

Multi-Pay Token allows a Token Registration process – a non-financial transaction to requesta token to be placed in their payment page or “e-wallet” for future or recurring payments.It is common for eCommerce merchants to ask their customers to register by providing pro - file information such as name, address, and phone number to the merchant website beforeor upon checkout.

Registered PAN means the processing of creating a Client specific Token for a PAN.

Token/Tokenization means a form of data substitution replacing sensitive payment cardvalues with non-sensitive token, or random-number, values. Post-authorization transactionsare handled via Processors SafeProxy tokenization technology, which returns a token withthe transaction’s authorization to the merchant. Tokens are shared universally with othermerchants and cannot be used to initiate a financial transaction.

Token Request means your ability to obtain a Muti-Pay Token for credit card infor mationonly without an immediate authorization required which permits you to store a Multi-PayToken for future transactions involving its customer.

TransArmor Service means those services described below and may be either TransArmorVeriFone Edition Service or TransArmor Base Service as described below.

33.2. Grant of License. Processor grants to you a non-transferable, non-assignable, non-exclusive, revocable sub-license during the term of this Section 33 to use the TransArmorService and the TransArmor Service Marks (as identified in the Trans Armor Rules and Proce - dures) in the United States in accordance with this Section 33, including without limitationthe TransArmor Rules and Procedures. Any rights with respect to the TransArmor Servicenot expressly granted by Processor in this Section 33 are deemed withheld.

33.3. Services. The TransArmor Service applies only to Card transactions sent from youto us for authorization and settlement pursuant to the Agreement, and specifically excludeselectronic check transactions. Processor will provide an encryption key to you to be usedto encrypt (make unreadable) Card data during transport of the auth orization request fromyour point of sale to Processor’s systems. During the per iod when the transaction is beingtransmitted to Processor for authori zation pro cess ing, all historical transaction data,including Card number and full magnetic stripe data (track data and expi ration date), willbe encrypted. Processor will then generate or retrieve a unique, randomly generated tokenassigned to the Card number that will be returned to you in the authorization response (the“Token”). You must select one of the two options for the TransArmor Service as indicatedon the Merchant Processing Application:



• TransArmor VeriFone(“VF”) Edition. This service option is limited to those Clients whichhave an eligible VeriFone point of sale (“POS”) device and desire the software or hard warebased encryption and Tokenization to be activated through the VeriFone device.

• TransArmor Base Service. This service option provides software based encryption andTokenization that is available to Clients to integrate into their POS or the point of saledevice.

33.4. Responsibilities of Client. You are responsible to comply with the followingregarding your use of the TransArmor Service:

a) You are required to comply with the Card Organization Rules, including taking all stepsrequired to comply with the Payment Card Industry Data Security Standards (PCI DSS).You must ensure that all third parties and software use by you in connection with yourpayment processing are compliant with PCI DSS. Use of the TransArmor Service will not,on its own, cause you to be compliant or eliminate your obligations to comply withPCI DSS or any other Card Organization Rule. You must demonstrate and maintain yourcur rent PCI DSS compliance certification. Com pliance must be validated either by aQualified Security Assessor (QSA) with corresponding Report on Compliance (ROC)or by successful completion of the applicable PCI DSS Self-Assessment Questionnaire(SAQ) or Report on Compliance (ROC), as applicable, and if applicable to your business,passing quarterly network scans performed by an Approved Scan Vendor, all in accor -dance with Card Organi zation Rules and PCI DSS.

b) Use of the TransArmor Service is not a guarantee against an unauthorized breach ofyour point of sale systems or any facility where you process and/or store transaction data(collectively, “Merchant Systems”).

c) You must deploy the TransArmor Service (including implementing any upgrades tosuch service within a commercially reasonable period of time after receipt of such up -grades) throughout your Merchant Systems including replacing existing Card numberson your Merchant Systems with Tokens. Full Card numbers must never be retained,whether in electronic form or hard copy.

d) You must use the Token in lieu of the Card number for ALL activities subsequent toreceipt of the authorization response associated with the transaction, including withoutlimitation, settlement processing, retrieval processing, chargeback and adjustment pro -cessing and transaction reviews.

e) Any POS device, gateway and/or VAR you use in connection with the TransArmorService must be certified by FDMS for use with the TransArmor Service.

f) If you send or receive batch files containing completed Card transaction informationto/from Processor, you must use the service provided by Processor to enable such filesto contain only Tokens or truncated information.

g) You must use truncated report viewing and data extract creation within reporting toolsprovided by Processor.

h) You are required to follow rules or procedures we may provide to you from time to timerelated to your use of the TransArmor Service (“TransArmor Rules and Procedures”).We will provide you with advance written notice of any such rules or procedures orchanges to such rules or procedures.

i) You have no right, title or interest in or to the TransArmor Service, any related software,materials or documentation, or any derivative works thereof, and nothing in this Agree -ment assigns or transfers any such right, title or interest to you. You shall not take anyaction inconsistent with the stated title and ownership in this Section 33. You will notfile any action, in any forum that challenges the ownership of the TransArmor Service,any related software, materials or documentation. Failure to comply with this provisionwill constitute a material breach of this Agreement. We have the right to immediatelyter minate this Section 33 and your access to and use of the TransArmor Service in theevent of a challenge by you. No additional rights are granted by implication, estoppelor otherwise.

j) You will not: (i) distribute, lease, license, sublicense or otherwise disseminate theTransArmor Service or any portion of it to any third party; (ii) modify, enhance, trans -late, supplement, create derivative works from, reverse engineer, decompile or otherwisereduce to human-readable form the TransArmor Service or any portion of it; or (iii) sell,license or otherwise distribute the TransArmor Service or any portion of it; (iv) makeany copies, or permit any copying, of the TransArmor Service or any portion of it; or(v) use any portion of the TransArmor Service as a standalone program or in any wayindependently from the TransArmor Service. If any portion of the TransArmor Servicecontains any copyright notice or any other legend denoting the proprietary interest ofProcessor or any third party, you will not remove, alter, modify, relocate or erase suchnotice or legend on such item.

k) You will only use the TransArmor Service for your internal business purposes in amanner consistent with this Agreement.

l) You will use only unaltered version(s) of the TransArmor Service and will not use,operate or combine the TransArmor Service or any related software, materials or doc -umentation, or any derivative works thereof with other products, materials or servicesin a manner inconsistent with the uses contemplated in this Section 33.

m) You will promptly notify us of a breach of any terms of this Section 33.

33. 5. Modification and Termination. Unless prohibited by applicable law, we maymodify this Section 33 by providing written notice of such modifications to you. You maychoose not to accept the requirements of any such modifications by notifying us in writingwithin thirty (30) days after receiving such notice that you are terminating this Section 33.

33.6. Fees. Client shall pay Processor the fees for TransArmor Service as set forth on theApplication.

33.7. TransArmor Limited Warranty. Processor warrants that the Token returned toyou, as a result of using the TransArmor Service, cannot be used to initiate a financial saletransaction by an unauthorized entity/person outside the Merchant Systems. This warrantyby Processor is referred to herein as the “Limited Warranty” and is subject to the terms andconditions set forth in this Section 33. To be eligible for the Limited Warranty, you mustmaintain a processing relationship with Processor and be in compliance with all the termsof the Agreement, including this Section 33, and any other agreement relating to Cardseligible for the TransArmor Service. Subject to the terms, conditions and limitations setforth in the Agreement, including the limitation of liability provisions, Processor agrees toindemnify and hold you harmless from direct damages, including third party claims, result -ing from Processor’s breach of the Limited Warranty. The express remedy for Processor’sbreach of the Limited Warranty set forth in this paragraph constitutes Processor’s entirelia bility and your sole and exclusive remedy for Processor’s breach of the Limited Warranty.The Limited Warranty is void if (i) you use the TransArmor Service in a manner not con -templated by, or in violation of, the Agreement, including this Section 33, or any otheragreement relating to Cards eligible for the TransArmor Service or (ii) you are grossly neg -li gent or engage in intentional misconduct.

33.8. TransArmor Disclaimer. IN ADDITION TO THE DISCLAIMERS SET FORTH INTHE AGREEMENT, THE FOLLOWING DISCLAIMER APPLIES TO THE TRANSARMORSERVICE: EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 33, PROCESSORMAKES NO REPRESENTATIONS, WARRANTIES OR COVE NANTS, EXPRESS OR IMPLIEDWITH REGARD TO THE TRANSARMOR SERVICE INCLUDING THE UN INTERRUPTEDOR ERROR-FREE OPERATION OF THE TRANSARMOR SERVICE.

34. Special Provisions Regarding Fraud Detection Services

If you elect to receive Fraud Services from us as indicated on the Application, then thefollowing terms and conditions of this Section, referred to as the Fraud Services Terms,shall apply.

The Fraud Detection Services is provided to you by Processor and not Bank. Bank is not aparty to this Agreement insofar as it applies to the Fraud Detection Services, and Bank isnot liable to you in any way with respect to such services. For the pur poses of this section,the words “we,” “our” and “us” refer only to the Processor and not the Bank.

Through our strategic agreement with Accertify, Inc. we have acquired the right to sub licensethe access and use of Interceptas, InterceptNOW and InterceptSHARE, which are softwaresystems and related services that will help you efficiently reduce your exposure to fraudu -lent transactions (the “Fraud Services”). The Fraud Services are proprietary products andservices of Accertify, Inc., and may include specific data and services from third party serviceproviders for things like geolocation or device identification, which are specific tools usedtogether with Accertify’s software. For all purposes of the Fraud Services Terms, the termFraud Services includes any such third party data or service providers accessed throughany of Accertify’s proprietary software described above.

34.1. Software Licenses. We hereby grant you a non-exclusive, non-transferable, limitedsublicense to use the Fraud Services for the duration of this Agreement, or until otherwiseterminated, solely in connection with your use of the payment and processing servicesotherwise described in this Program Guide. You acknowledge that the only right you obtainto the Fraud Services is the right to use the Fraud Services for the screening and review ofyour own transactions in accordance with the terms in this Section.

The Fraud Services and related materials include confidential, competitively sensitive andtrade secret information, processes, software, user interfaces and other elements. You are notpermitted to allow any third party service provider access to these materials or to the outputgenerated by the Fraud Services, nor use or demonstrate the Fraud Services or relatedmaterials for, or on behalf of, any third party service provider without the prior writtenpermission of the Fraud Services provider.

34.2. Reservation of Rights. Subject only to the limited sublicense granted herein, weand the Fraud Services provider(s) reserve all ownership rights to our and their respectiveintellectual property related in any way to the Fraud Services. We reserve the right to alteror suspend the Fraud Services in the event of (i) a violation of Fraud Services Terms or (ii)the termination of the agreement with our Fraud Services pro vider or other inability tocontinue to provide the Fraud Services.

34.3. Transaction Data. Your transaction data will be processed by the Fraud Services.As part of this processing, the transaction data may be retained for statistical analysis, andelements of data from fraudulent transactions may be captured, retained and shared withothers to help improve the Fraud Services and prevent further fraud. In no event will thesource of any such retained data be disclosed to a third party. You hereby agree to the trans -mission and use of the data in this manner.

34.4. Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY APPLI -CABLE LAW, EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, THE FRAUDSERVICES ARE PROVIDED TO YOU “AS IS,” WITHOUT ANY REPRE SEN TATIONSOR WARRANTIES OF ANY KIND. INCLUDED IN THIS DIS CLAIMER ARE BOTHEXPRESS AND IMPLIED WARRANTIES, AND WITHOUT LIMITATION, WARRANTIESOF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARENO WARRANTIES THAT THE FRAUD SERVICES WILL BE COM PLETELY ACCURATE,ERROR-FREE OR WILL BE AVAILABLE WITHOUT INTERRUPTION.

34.5. Limitation of Liability. The Fraud Services provide a tool for you to effi ciently makebetter informed decisions whether to accept or reject transactions that may be fraudu lent.



There is no assurance that the Fraud Services will accurately identify every instance offraud, nor that every transaction that may appear fraudulent is in fact so. BY YOURACCEPTANCE OF THE TERMS OF THIS PROGRAM GUIDE, AND YOUR USE OFTHE FRAUD SERVICES, YOU AGREE THAT, UNDER ANY THEORY OF LAW OREQUITY, WITH RESPECT TO YOUR USE OF THE FRAUD SERVICES (i) OURLIABILITY AND THAT OF ANY FRAUD SERVICES PROVIDER SHALL BE LIMITEDTO DIRECT DAMAGES NOT TO EXCEED TWELVE (12) MONTHS OF FRAUD SER -VICES FEES, AND (ii) TO THE FULLEST EXTENT PERMITTED BY APPLICABLELAW, NEITHER WE NOR ANY FRAUD SERVICES PROVIDER SHALL HAVE ANYLIABILITY FOR ANY SUB SEQUENT CHARGEBACKS OR LOSS OF REVENUE FROMFALSE POSITIVE FRAUD SCORES OR IN ANY OTHER WAY RELATED TO THE USEOF THE FRAUD SERVICES.

34.6. Termination. Upon termination of the Fraud Services for any reason, you agree topay any remaining fees or expenses related to your use of the Fraud Services, to ceaseattempts to access the Fraud Services and to return all user manuals or other materialsreceived in connection with the Fraud Services.

34.7. Third Party Beneficiaries. The Fraud Services provider(s) is(are) an intendedthird party beneficiary of this Section of the Program Guide, and may enforce the terms ofthis Section directly against you as if it were a party hereto.

34.8. Your Privacy Policy. Your privacy policy should reflect the fact that you will subjecttransactions to fraud screening. You and your privacy legal counsel should consider yourspecific circumstances and what disclosures will best fit your needs and provide yourcustomers with a clear picture of how customer and transaction data is being used. Examplelanguage is set forth below, but is only a suggestion, which you should not adopt withoutcareful consideration and advice of counsel.

Any information you provide to [Merchant] may be combined with information fromother sources and used by [Merchant], or a third party retained by [Merchant], tohelp detect and prevent fraud, misuse of [Merchant]’s website or other illegal activity.Parts or all of this information may be retained by us or the third parties involved infraud detection and used for future fraud prevention efforts. Information believed tobe fraudulent may be shared with other merchants, banks and law en force ment offi -cials to help prevent further misuse. [Merchant] may also use “device identification”technology to recognize specific computers or other internet devices each time theyaccess the website, and associate his torical data with that computer or device as partof its efforts to prevent fraud or other misuse.

35. Special Provisions Regarding Buyer Initiated Payments

The terms and conditions set forth in this Section 35 govern the provision of BuyerInitiated Payment services and apply only to Card payments that originate from abusiness certified into a Card Organization approved gateway for Buyer InitiatedPayments. These provisions do not apply to any transactions originating from aterminal or software at your business.

35.1. Description of Buyer Initiated Payments. Buyer Initiated Payments (“BIP”)allow invoices that have been electronically entered at the cardholding buyer’s location to beprocessed by us for settlement to you (the seller of goods and services in B2B trans ac tions)without you manually re-entering the same pieces of card and invoice information.

Use of this service only changes the method of payment between you and your Buyer (yourcustomer). All other processes between you and the Buyer as it pertains to in voic ing,approvals and exceptions will remain as is for each Buyer paying you through this service.

35.2. Acceptance of Buyer Initiated Payments.

a) There is no hardware, software, or supplies required to accept Buyer Initiated Payments.

b) All transactions submitted through a BIP account must be Buyer initiated. You cannotrequest a terminal or initiate transactions in any way through the Merchant ID establishedby these terms. Merchant processing must be done through a separate Merchant ID.

c) No credits are permitted on BIP accounts. In the event of a dispute regarding a BuyerInitiated Payment, all refunds, discounts, or other remedies must be handled betweenyou and your customer, the Buyer, without the involvement of Servicers.

d) It is your responsibility to ensure that only customers that you authorize to submitpayments on this account do so. We will not disclose the fact that you are enrolled toreceive BIP to other businesses unless you authorize us to do so.

e) If a business does process a payment on the account without your consent, you musthandle the matter directly with your customer, the Buyer, without the involvement ofServicers.

f) Servicers are responsible for processing the BIP. Any concessions given by your customerssuch as accelerating payment terms or changing early payment dis counts are not admin -istered or enforced by Servicer. Such agreements are strictly part of the relationshipsbetween your business and those of your buyers and the resolution to issues arisingfrom those arrangements are to be handled outside of this Agreement.

35.3. Chargebacks related to Buyer Initiated Payments. In BIP processing, the Buyerhas control over the payment, and is therefore prohibited from initiating most charge backtypes. In the event your buyer initiates a charge back on this Merchant ID, please contactServicers.

35.4. Limitation on Liability / Indemnification. NOT WITH STANDING ANY PRO -VISION IN THIS AGREEMENT TO THE CONTRARY, SERVICERS’ CUMULATIVEAGGRE GATE LIABILITY FOR ANY LOSSES, CLAIMS, SUITS, CONTROVERSIES,BREACHES, OR DAMAGES ARISING OUT OF RELATED TO THIS SECTION FOR ANY

CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY,SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES SUFFERED BY CLIENT AND,IN ANY EVENT, SHALL NOT EXCEED THE LESSER OF (I) THE AMOUNT OF FEESPAID TO SERVICERS BY CLIENT UNDER THIS SECTION DURING THE TWELVE (12)MONTHS PRIOR TO THE DATE THAT THE LIABILITY ARISES, OR (II) TWENTYTHOUSAND DOLLARS ($20,000), WHICH EVER IS LESS.

35.5. Indemnification. Client shall indemnify and hold harmless Servicers, its directors,officers, employees, agents and Affiliates from and against any and all third party claims,losses, liabilities, damages and expenses, including reasonable attorneys’ fees, (col lectively“Claims”) to the extent that any such Claim is caused by or arises out of: (i) any failure ofClient to comply with this Agreement or any law or regulation applicable to BIP; (ii) anydispute between Client and Buyer; or (iii) any instructions or procedures that Client mayprovide to Servicers in connection with the Buyer Initiated Payments and Servicers’ com -pliance therewith.

35.6. Processing Specifications. The following details apply to how Servicers trans fermonies between parties.

a) Unless otherwise specified by you on the Application, amounts deposited into youraccount will be in the whole amount of the payment from your customer. After a pay -ment is made by the Buyer, it typically takes one to three business days for the funds tobe deposited into your checking account.

b) Unless otherwise specified by you on the Application, the fees applied to your transac -tions will be debited from your Settlement Account on or about the first business dayof the month following when the transactions occurred. It is your responsibility toensure that there are no settings on your account prohibiting a debit entry. You mustensure there are adequate funds available in your Settlement Account.

35.7. Authorization. Authorization will occur at Servicers or relevant Card Organi zation.

35.8. Termination. As stated on your Application, there is no early termination feeassociated with BIP accounts. At any time, you are able to terminate service by calling thecustomer service number listed on your statement. It is your responsibility to contact yourBuyers to inform them that a different payment option will be needed on future invoices.We can terminate BIP services upon 30 days notice to you or imme diately in the event ofyour breach of the Agreement.

36. Special Provisions Regarding First Data Global Gateway e4 Services

If you elect to utilize the Global Gateway e4 Services, the following additional terms andconditions of this Section 36 shall apply.

The Global Gateway e4 Services are provided to you by Processor and not Bank. Bank is nota party to this Agreement insofar as it applies to the Global Gateway e4 Services, and Bankis not liable to you in any way with respect to such services. For the purposes of this Section36, the words “we,” “our” and “us” refer only to the Processor and not the Bank.

The Global Gateway e4 Services and Software provided and other matters contemplatedunder this Section 36 are subject to the rest of this Agreement, as applicable, except to theextent the terms of this Section 36 directly conflict with another provision of thisAgreement, in which case the terms of this Section 36 will control.


Claim means any arbitration award, assessment, charge, citation, claim, damage, demand,directive, expense, fine, interest, joint or several liability, lawsuit or other litigation, notice,infringement or misappropriation of any Intellectual Property Right or violation of any law,and any consequential, indirect, special, incidental or punitive damages and any attorney’sfees and expenses incurred in connection therewith. For purposes of the foregoing Claimdefinition, a Claim shall be considered to exist even though it may be conditional, con -tingent, indirect, potential, secondary, unaccrued, unasserted, unknown, unliquidated, orunmatured.

Confidential Information means the Software, Documentation, operational procedures,the terms and conditions of this Section 36 (including any schedule, exhibit or addendum),pricing or other proprietary business information, and any other information provided toyou by us, whether or not such information is marked as confidential; provided, however,that Confidential Information will not include information that: (a) is or becomes generallyknown to the public through no fault of yours; (b) was lawfully obtained by you from athird party free of any obligation of confidentiality; (c) was already in your lawful possessionprior to receipt thereof, directly or indirectly, from the disclosing party; (d) is independentlydeveloped by you without the use of the Confidential Information; (e) is disclosed withour express written permission; or (f) is disclosed pursuant to a lawful court or governmen -tal order, provided you provide us with prompt prior written notice of any proceeding thatmay involve such an order, and an opportunity to contest any disclosure at such proceeding.

Customer means your customer who would like to provide payment for your goods orServices.

Documentation means any and all manuals and other written materials in any formprovided for use with the Software, as amended by us from time to time, the terms of whichare incorporated in this Section 36 as if fully set forth herein.

Intellectual Property Rights means any and all patents, copyrights, trademarks, tradesecrets, service marks, and any other intellectual property rights, and any applications forany of the foregoing, in all countries in the world.



Merchant Account shall mean an account set up for a merchant that requires a cardprocessor, bank, merchant i.d., terminal i.d., merchant account number, or otherwise namedunique merchant number. Multiple physical or virtual storefronts that process transactionsunder the same unique merchant number shall be deemed as one (1) Merchant Account.

Operational Procedures means our published policies and procedures contained in thevarious documents provided to you, as amended from time to time, concerning the Servicesprovided pursuant to this Addendum, the terms of which are incorporated in thisAddendum as if fully set forth herein.

Platform means our operated, or approved, electronic payment platform(s) and/orgateway(s) through which the payment services contemplated under this Section 36 areprovided.

Services means the products or services offered through the First Data Global Gateway(including, but, not limited to payment processing services such as authorization oftransactions to the appropriate payment processing network or third party service provider,transaction responses (approved, declined), and the detailed reporting of those transactions.

Software means all protocols, software components and other interfaces and softwareprovided by us to you pursuant to this Section 36, and any and all Updates to such Software.

Updates means an embodiment of the Software that provides enhancements and/orimprovements.

Your Systems means any web site(s) operated or maintained by you or on your behalfthrough which transactions are submitted for processing, and all of your other associatedsystems.

36.2. Fees. Client shall pay Processor the fees for the Global Gateway e4 Services as setforth on the Application. A separate account with us for Global Gateway e4 Services shallbe required for each separate Merchant Account held by you.

36.3. Term; Termination. The Global Gateway e4 Services shall commence as of theeffective date of this Agreement and shall remain in effect until terminated by either partyas provided herein. Either party may terminate these Services upon giving the other partyat least thirty (30) days prior written notice. We may suspend or terminate your access tothe First Data Global Gateway e4 without prior notice, with or without cause. Regardlessof the reason for termination, you shall be responsible for the payment of all fees due up toand including the effective date of termination.

36.4. License Grant.

36.4.1. Software License. Subject to the terms and conditions of this Agreement,Processor grants to you a royalty free, non-exclusive, nontransferable limited license to usethe Software, during the term of this Agreement for the sole and limited purpose ofsubmitting payment transactions to us for processing, and otherwise using our Services asset forth herein.

36.4.2. Documentation License. Subject to the terms and conditions of this Agreement,Processor grants to you, and you hereby accept, a royalty free, non-exclusive, non-transfer -able limited license, without right of sublicense, to use the Documentation during the termof this Agreement for the sole and limited purpose of supporting your use of the Softwareand the First Data Global Gateway e4. You shall strictly follow all Documentation providedto you, as it may be amended from time to time by us, in our discretion. To the extent thatthere is any conflict between the Documentation and the terms of this Agreement, the termsof this Section 36 shall govern and control.

36.4.3. Use Restrictions. You shall not, and shall not cause or permit any third party to:(i) use the Software in any way, other than in accordance with this Agreement, the Documen -tation or as otherwise instructed by us in writing; (ii) use the Software or Documentation,either directly or indirectly, to develop any product or service that competes with the productsand services provided under this Section 36; (iii) disassemble, decompile, decrypt, extract,reverse engineer or modify the Software, or otherwise apply any procedure or process to theSoftware in order to ascertain, derive, and/or appropriate for any reason or purpose, thesource code or source listings for the Software or any algorithm, process, procedure or otherinformation contained in the Software, except as otherwise specifically authorized inaccordance with this Section 36; (iv) provide the Software or Documentation to any thirdparty, other than to your authorized employees and contractors who are subject to a writtenconfidentiality agreement, the terms of which are no less restrictive than the confidentialityprovisions of this Section 36; (v) make any copies of the Software or Documentation, exceptas is incidental to the purposes of this Section 36, or for archival purposes (any copies madehereunder shall contain all appropriate proprietary notices); (vi) rent, lease, assign, sub -license, transfer, distribute, allow access to, or timeshare the Software or Documentation;(vii) circumvent or attempt to circumvent any applicable security measures of the Software;(ix) attempt to access or actually access portions of the First Data Global Gateway e4 notauthorized for your use; or (x) use the Software for any unlawful purpose.

36.4.4. Updates. From time to time we may, at our discretion, release Updates. In theevent we notify you of any such Update, you shall integrate and install such Update intoyour Systems within thirty (30) days of your receipt of such notice. You acknowledge thatfailure to install Updates in a timely fashion may impair the functionality of the Platform orany of our Services provided hereunder. We will have no liability for your failure to properlyinstall the most current version of the Software or any Update, and we will have no obligationto provide support or services for any outdated versions.

36.4.5. Licensors. The licenses granted hereunder may be subject to other licensescurrently held by us. Should any license held by us to certain technology or software beterminated or suspended, the corresponding license(s) granted to you hereunder may also

be terminated or suspended in our sole and absolute discretion. You acknowledge and agreeto such potential termination or suspension and hereby waive any and all damages, whetheractual, incidental or consequential resulting therefrom.

36.4.6. Export Compliance. You agree not to export or re-export the Software or anyunderlying information or technology except in full compliance with all applicable lawsand regulations. In particular, but without limitation, none of the Software or underlyinginformation or technology may be downloaded or otherwise exported or re-exported (i) toany country to which the United States has embargoed goods (or any national or residentthereof); (ii) to anyone on the United States Treasury Department’s list of Specially Desig -nated Nationals or the United States Commerce Department’s Table of Deny Orders; or (iii)in any manner not in full compliance with the requirements of the United States Bureau ofIndustry and Security and all applicable Export Administration Regulations. If you haverightfully obtained the Software outside of the United States, you agree not to re-export theSoftware except as permitted by the laws and regulations of the United States and the lawsand regulations of the jurisdiction in which you obtained the Software. You warrant that youare not located in, under the control of, or a national or resident of any such country or onany such list.

36.4.7. Federal Acquisition Regulations. If you are acquiring the Software on behalf ofany part of the United States Government (the “Government”), the following provisionsapply: Any use, duplication, or disclosure by the Government is subject to the restrictionsset forth in subparagraphs (a) through (d) of the Commercial Computer Software-RestrictedRights clause at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rightsin Technical Data and Computer Software clause at DFARS 252.227-7013, and in similarclauses in the NASA FAR Supplement. We are the contractor/manufacturer, with the addressset forth below. Any use, modification, reproduction, release, performance, display or disclosure of the Software and/or the accompanying documentation by the Government orany of its agencies shall be governed solely by the terms of this Addendum and shall beprohibited except to the extent expressly permitted by the terms of this Section 36.

36.4.8. Return / Destruction. Upon termination or expiration of the Global Gateway e4Services, all licenses granted hereunder shall immediately terminate, and within five (5)days thereof, you shall either return to us or destroy the Software and the Documentation,and shall so certify to us in writing.

36.4.9. No other Licenses. Except as expressly provided above, no license for anypatents, copyrights, trademarks, trade secrets or any other intellectual property rights,express or implied, are granted hereunder.

36.4.10. Use of Transaction Data. As permitted by applicable law and regulations, wereserve the right to copy and distribute to third parties any information associated withyour use of the Software or your activities on the First Data Global Gateway e4.

36.5. Platform Matters

36.5.1. Integration with Your Systems. While we provide Software to you, youacknowledge that the Software itself is insufficient to allow your Systems to function withthe Platform. Programming, development and maintenance of your Systems and their func -tionality are your sole responsibility. You have the sole responsibility to select and employany competent programming agent(s) to accomplish the programming required to makeyour Systems function correctly with the Platform and the payment services contemplatedhereunder (“Integration”). You shall be responsible for all technical support for your Systemsand Integration related issues. You agree that you will use commercially reasonable effortsto complete the Integration as soon as possible. You will be responsible for all of your owndevelopment and implementation costs associated with such Integration. Notwithstandingany other provision of this Section 36, you acknowledge that unless and until you completethe Integration, no services need be provided by us to you pursuant to Section, except asotherwise specifically provided in Section 36.5.2 below. In addition, you acknowledge andagree that, even if you have completed Integration, if you have not entered into a validmerchant processing agreement with an authorized bank card processor, you cannot receivepayment processing services through the First Data Global Gateway e4.

36.5.2. Set-Up Assistance Services. Subject to Section 36.5.1 above, upon your requestto us, and upon payment of any applicable fees, we will provide you with set-up servicesto assist with the Integration.

36.5.3. Shut Downs. We reserve the right, from time to time, without prior notice, toshut down and restart the Platform for maintenance and/or software upgrades for reasonabletime periods of one minute or more.

36.5.4. Orders by Customers. You are solely responsible for accepting, processing, andfilling any orders for purchases by your Customers, and for handling any inquiries arisingtherefrom. You shall use the highest standards in the industry in responding to complaintsby Customers. We are not responsible or liable for any unauthorized access to your data oryour Systems by any means or device.

36.6. Security of Information. We will use commercially reasonable efforts to maintainthe security of the Software and the Platform. You will use commercially reasonable effortsto maintain the security of your Systems. Such steps by you will be taken at your sole costand expense, and shall include, without limitation: (i) creating firewalls to protect againstunauthorized access to your Systems by your employees, contractors, Customers, or by anyother person; and (ii) implementing reasonable protective techniques suggested by us. Youfurther agree that you will be bound by and comply with all of our and all Card Organizationsecurity rules and regulations as they now exist or as each may be amended or supple -mented from time to time. Notwithstanding the foregoing, the parties recognize that thereis no guarantee or absolute security of information that is communicated over the Internet.



36. 7. Privacy. We have adopted an online Privacy Statement to inform individuals as toour online collection and use of personal information. You agree that, during the term ofthis Agreement, you will adequately communicate and comply with an appropriate privacypolicy explaining your online collection and use of the personal information of your Cus -tomers. Unless required by law, Card Organization rules, or done pursuant to this Agreement,you shall not, under any circumstances, sell, purchase, provide, or otherwise disclose anycustomer’s account information, transaction information, or other personal information toany third party. You shall store all data securely. We may advise potential users of the servicesthat we have a relationship with you.

36.8. Audit Rights. Upon notice to you, we may audit your usage, records and securityof the Software, your Customer’s payment processing information, and the services providedhereunder to ensure (i) that you are using the Software and the services in full compliancewith the provisions of this Section 36; (ii) that all applicable fees have been paid; (iii) thatyou are adhering to your Privacy Policy; and; (iv) that you are in full compliance with allapplicable laws, regulations and rules (including but not limited to Card Organizationrules). Any such audit shall be conducted during regular business hours at your offices andshall not interfere unreasonably with your business.

36.9. Indemnification. You shall indemnify, defend, and hold us, our subsidiaries andaffiliates and our and their officers, directors, employees, shareholders, agents and attorneysfrom any Claim(s) arising from the conduct of your business, any transactions submittedthrough the First Data Global Gateway e4 hereunder for payment processing, any false orinaccurate representation made by you or the negligence, fraud, dishonesty or willful behaviorof any of your employees or agents, or from your failure to strictly comply, in whole or inpart, with any: (i) terms and conditions pursuant to this Agreement and any addenda heretoor Documentation; or (ii) applicable law, regulations or rules. Upon written notice from usto you, you shall immediately undertake the defense of such Claim by representatives ofyour own choosing, subject to our reasonable approval.

36.10. Limitation of Liability.

36.10.1. Processor is not liable for the merit and legitimacy of the orders forwarded by you.All liability for validity of orders remains with you. We are not responsible for any data entryerrors, Customer misrepresentations, or reporting errors resulting from your actions. We shallnot be liable to you or your Customer for the accuracy of the information provided by theFirst Data Global Gateway e4 or our Services.

36.10.2. In no event shall we be liable to you, or to any other person or entity, under thisSection 36, or otherwise, for any punitive, exemplary, special, incidental or consequentialdamages, including, without limitation, any loss or injury to earnings, profits or goodwill.

36.10.3. Notwithstanding any provision in this Agreement to the contrary, in no eventshall our liability under this Section 36 for all Claims arising under, or related to, thisSection 36 exceed, in the aggregate (inclusive of any and all Claims made by you againstus, whether related or unrelated), the lesser of: (i) the total amount of fees paid by you forthe our Services during the 12-month period immediately preceding the date the eventgiving rise to such Claim(s) occurred; or (ii) $50,000.00.

36.10.4. Notwithstanding provisions set forth herein, we will not be liable for any Claimsunder this Agreement arising directly or indirectly from or otherwise concerning: (a) anytermination, suspension, delay or disruption of service (including billing for a service) by theInternet, any common carrier or any third party service provider; (b) any failure, disruptionor malfunction of the Software, the services provided hereunder or the Internet, or anycommunications network, facility or equipment beyond our reasonable control, whether ornot attributable to one or more common carriers or third party service providers; (c) anyfailed attempts by you or your Customers to access any Systems or to complete processingtransactions; or (d) any failure to transmit, obtain or collect data from Customers or forhuman, machine or software errors or faulty or your or your Customer’s erroneous input.

36.11. DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE AND AGREE THATTHE USE OF THE GLOBAL GATEWAY e4,SM OUR SERVICES AND THE SOFTWARE AREAT YOUR SOLE RISK WE MAKE NO REPRESENTATION OR WARRANTY, EXPRESS ORIMPLIED, AND NO IMPLIED AT LAW WARRANTY SHALL ARISE FROM THIS ADDEN -DUM THE SOFTWARE, THE DOCUMENTATION, OUR PROCEDURES, THE SERVICESPROVIDED HEREUNDER, OR FROM PERFORMANCE BY US, INCLUDING, WITHOUTLIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESSFOR A PARTICULAR PURPOSE, (B) ANY WARRANTIES OF NONINTERFERENCE ORNON-INFRINGEMENT; OR (C) ANY WARRANTIES THAT ANY PRODUCT OR SERVICEPROVIDED HEREUNDER (INCLUDING BUT NOT LIMITED TO THE SOFTWARE) WILL(1) MEET YOUR REQUIREMENTS; (2) OPERATE ACCORDING TO YOUR EXPECTA -TIONS; (3) PROVIDE ACCURATE DATA; OR (4) OPERATE UNINTERRUPTED ORERROR FREE. ANY AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED BYUS AND WAIVED BY YOU. WE DO NOT WARRANT THAT ANY ERRORS WILL BECORRECTED. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, ALLSOFTWARE AND SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN “AS-IS,WITH ALL FAULTS” BASIS. THIS DISCLAIMER OF WARRANTIES CONSTITUTES ANESSENTIAL PART OF THIS AGREEMENT. All decisions to reject any processingtransaction or payment for your products or services are solely your responsibility.

36.12. Notices. You agree to notify us of any change in your name, type of business, orany other information required on your merchant processing application at least thirty (30)business days prior to the effective date of change. Any notice or other communicationrequired or permitted to be given hereunder shall be in writing, addressed or transmittedto the party to be notified at such party’s address or number at such party’s last knownaddress or number, and shall be: (i) if sent by us, hand delivered or delivered by facsimile

transmission, overnight courier or certified, registered, regular mail or e-mail; or (ii) if sentby you, certified or registered mail, postage prepaid return receipt requested to 3975 N.W.120th Avenue, Coral Springs, FL 33065. Any notice delivered hereunder shall be deemedeffective, as applicable, upon delivery, if hand delivered or sent by overnight courier; uponreceipt as evidenced by the date of transmission indicated on the transmitted material, if byfacsimile transmission or e-mail; on the date of delivery indicated on the return receipt, ifmailed by certified or registered mail; or ten (10) days after mailing, if by regular mail (oras otherwise required by applicable law). The parties’ addresses may be changed by writtennotice to the other party as provided herein.

36.13. Subcontractors. Processor may subcontract all or part of the Services using avariety of providers globally, but, notwithstanding any such subcontract, Processor shallremain fully responsible for performance of the Services, including ensuring the complianceof subcontractors with the terms of this Agreement applicable to such subcontractors.

37. Choice of Law; Venue; Waiver of Jury Trial

37.1. Choice of Law. Our Agreement shall be governed by and construed in accor dancewith the laws of the State of New York (without regard to its choice of law provisions).

37.2. Venue. We have substantial facilities in the State of New York and many of theservices provided under this Agreement are provided from these facilities. The exclusivevenue for any actions or claims arising under or related to this Agreement shall be in theappropriate state or federal court located in Suffolk County, New York.

37.3. Waiver of Jury Trial. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALLRIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDINGINVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT.

38. Other Terms

38.1. Force Majeure. No party shall be liable for any default or delay in the per form anceof its obligations under this Agreement if and to the extent such default or delay is caused,directly or indirectly, by (i) fire, flood, earthquake, elements of nature or other acts of God;(ii) any terrorist attacks or outbreak or escalation of hostilities, war, riots or civil disordersin any country; (iii) any act or omission of the other party or any government authority; (iv)any labor disputes (whether or not employees’ demands are reasonable or within the party’spower to satisfy); or (v) the nonper formance by a Person for any similar cause beyond thereasonable control of such party, including without limitation, failures or fluctuations intelecommunications or other equipment. In any such event, the non-per form ing party shallbe excused from any further performance and observance of the obligations so affectedonly for as long as such circumstances prevail and such party con tinues to use commerciallyreasonable efforts to recommence performance or observance as soon as practicable.Notwithstanding anything to the contrary in this paragraph, your failure to receive paymentor funds from a Person shall not excuse the performance of your obligations to us underthis Agreement.

38.2. Compliance with Laws. In performing its obligations under this Agreement, eachparty agrees to comply with all laws and regulations applicable to it. You further agree tocooperate and provide information requested by Servicers, as Servicers deter mine necessary,to facilitate Servicers compliance with any applicable law including without limitation therules and regulations promulgated by the Office of Foreign Assets Control of the USDepartment of the Treasury. You further acknowledge and agree that you will not use yourmerchant account and/or the Services for illegal trans actions, for example, those prohibitedby the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq, as maybe amended from time to time, or processing and acceptance of transactions in certainjurisdictions pursuant to 31 CFR Part 500 et seq. and other laws enforced by the Office ofForeign Assets Control (“OFAC”).

38.3. Notices. Except as otherwise specifically provided, all notices and other com mu -nications required or permitted hereunder (other than those involving normal operationalmatters relating to the processing of Card transactions) shall be in writing, if to you at youraddress appearing in the Application or by any electronic means, including but not limitedto the e-mail address you have provided on the Application, and if to us at our addressappearing in Section A.4 of Part IV of this Agreement, with a copy to Attention: GeneralCounsel’s Office, 3975 N.W. 120th Avenue, Coral Springs, FL 33065, and shall be deemedto have been given (i) if sent by mail or courier, upon the earlier of five (5) days aftermailing or when actually received or, in the case of courier, when delivered, and (ii) if sentby facsimile machine, when the courier con fir mation copy is ac tually received. Notice givenin any other manner shall be effective when actually received. Notices sent to the Merchant’slast known address (including e-mail address), as indicated in our records, shall con stituteeffective notice to the Merchant under this Agreement.

38.4. Headings. The headings contained in this Agreement are for convenience of ref -erence only and shall not in any way affect the meaning or construction of any provisionof this Agreement.

38.5. Severability. The parties intend every provision of this Agreement to be sever able.If any part of this Agreement is not enforceable, the remaining provisions shall remain validand enforceable.

38.6. Entire Agreement; Waiver. This Agreement constitutes the entire Agreementbetween the parties with respect to the subject matter thereof, and supersedes any previousagreements and understandings. A party’s waiver of a breach of any term or condition of thisAgreement shall not be deemed a waiver of any subsequent breach of the same or anotherterm or condition.



38.7. Amendment. We may modify any provision of this Agreement by providing writtennotice to you. You may choose not to accept the requirements of any such change by termi -nating the Agreement within twenty (20) days of receiving notice. If you choose to do so,notify us that you are terminating for this reason so that we may waive any early terminationfee that might otherwise apply. For purposes of this section, an electronic or “click-wrap”notice intended to modify or amend this Agreement and which you check “I Accept” or “IAgree” or otherwise accept through an electronic process, shall constitute a writing asrequired herein. This Section 38.7 does not apply to fee changes, which are gov erned bySections 18.4 and 18.5.

38.8. Third Party Beneficiaries. Our respective Affiliates and any Persons we use inproviding the Services are third party beneficiaries of this Agreement and each of them mayenforce its provisions as it was a party hereto. Except as expressly provided in this Agreement,nothing in this Agreement is intended to confer upon any Person any rights or remedies, andthe parties do not intend for any Persons to be third-party beneficiaries of this Agreement.

38.9. Card Organization Rules. The parties acknowledge that the Visa, MasterCard andDiscover Network Card Organization Rules give Visa, MasterCard and Discover Net workcertain rights to require termination or modification of this Agreement with respect to trans -actions involving Visa, MasterCard and Discover Network Cards and the Visa, MasterCardand Discover Network Card systems and to investigate you. The parties also acknowledgethat issuers of other Cards, for which we perform services on your behalf, may have similarrights under their applicable Card Organization Rules with respect to this Agreement’sapplicability to transactions involving such other Cards.

38.10. Publicity. Client may not use the logo, name, trademark, or service mark ofProcessor and/or Bank in any manner, including without limitation, in any adver tise ments,displays, or press releases, without the prior written consent of Processor and Bank.



As used in this Agreement, the following terms mean as follows:

Acquirer: Bank in the case of MasterCard, Visa and certain debit transactions or Pro cessorin the case of Discover Network transactions that acquire Card sale trans actions from mer -chants such as yourself.

Address Verification: A service provided through which the merchant verifies the Card -holder’s address, in whole or in part. Primarily used by Mail /Telephone/Internet ordermerchants, Address verification is intended to deter fraudulent transactions. However, it isnot a guarantee that a transaction is valid.

Affiliate: A person that, directly or indirectly, (i) owns or controls a party to this Agreementor (ii) is under common ownership or control with a party to this agreement.

Agreement: The Agreements among Client, Processor, and Bank, contained in the Appli -cation, the Program Guide and the Schedules thereto and documents incorporated therein,each as amended from time to time, which collectively constitute the Agreement among theparties.

Application: See Merchant Processing Application

Authorization: Approval by, or on behalf of, the Issuer to validate a transaction. An Auth -orization indicates only the availability of the Cardholder’s Credit Limit or funds at the timethe Authorization is requested.

Authorization Approval Code: A number issued to a participating merchant by theAuthorization Center which confirms the Authorization for a sale or service.

Authorization Center: A department that electronically communicates a merchant’srequest for Authorization on Credit Card transactions to the Cardholder’s bank and transmitssuch Authorization to the merchant via electronic equipment or by voice Authorization.

Bank: The bank identified on the Application signed by you.

Bankruptcy Code: Title 11 of the United States Code, as amended from time to time.

Batch: A single Submission to us of a group of transactions (sales and Credits) for settle -ment. A Batch usually represents a day’s worth of transactions.

Business Day: Monday through Friday, excluding Bank holidays.

Buyer Initiated Payment (BIP): A payment that occurs when a cardholding busi nessapproves an invoice (or invoices) and submits an electronic payment instruction causingfunds to be deposited directly into a their supplier’s merchant account.

Card: See either Credit Card or Debit Card.

Cardholder: Means the Person whose name is embossed on a Card (or Debit Card, asappli cable) and any authorized user of such Card.

Card Not Present Sale/Transaction: A transaction that occurs when the Card is notpresent at the point-of-sale, including Internet, mail-order and telephone-order Card sales.

Card Organization: Any entity formed to administer and promote Cards, includingwithout limitation MasterCard Worldwide (“MasterCard”), Visa U.S.A., Inc.(“Visa”), DFSServices LLC (“Discover Network”) and any applicable debit networks.

Card Organization Rules: The rules, regulations, releases, interpretations and otherrequire ments (whether contractual or otherwise) imposed or adopted by any Card Organi -za tion and related authorities, including without limitation, those of the PCI SecurityStandards Council, LLC and the National Automated Clearing House Association (including,with respect to EBTs, the Quest Operating Rules).

Card Validation Codes: A three-digit value printed in the signature panel of most Cardsand a four-digit value printed on the front of an American Express Card. Visa’s Card ValidationCode is known as CVV2; MasterCard’s Card Validation Code is known as CVC2; DiscoverNetwork’s Card Validation Code is known as a CID. Card Validation Codes are used to deterfraudulent use of an account number in a non-face-to-face environment, (e.g., mail orders,telephone orders and Internet orders).

Card Verification Value (CVV)/Card Validation Code (CVC): A unique value encodedon the Magnetic Stripe of a Card used to validate Card information during the Authorizationprocess.

Cash Benefits: An EBT account maintained by an Issuer that represents pre-funded orday-of-draw benefits, or both, administered by one or more government entities, and forwhich the Issuer has agreed to provide access under the EBT program. Multiple benefits maybe combined in a single cash benefit account.

Cash Over Transaction: Dispensing of cash by a merchant in connection with a Card sale,other than a PIN Debit Card transaction, for the purchase of goods or services.

Chargeback: A Card transaction (or disputed portion) that is returned to us by the Issuer.Client is responsible for payment to us for all Chargebacks.

Client: The party identified as “Client” on the Application. The words “Subscriber,” “you”and “your” refer to Client. Also, sometimes referred to as “Merchant.”

Credit: A refund or price adjustment given for a previous purchase transaction.

Credit Card: A device bearing a valid Organization Mark of Visa, MasterCard, DiscoverNetwork or American Express and authorizing the Cardholder to buy goods or services oncredit and, to the ex tent the Schedules so provide, a valid device authorizing the Cardholderto buy goods or services on credit and issued by any other Card Organization specified onsuch Schedules.

Credit Draft: A document evidencing the return of merchandise by a Cardholder to aClient, or other refund or price adjustment made by the Client to the Cardholder, whetherelectronic, paper or some other form, all of which must conform to Card Organization Rulesand applicable law.

Credit Limit: The credit line set by the Issuer for the Cardholder’s Credit Card account.

Customer Activated Terminal (CAT): A magnetic stripe terminal or chip-reading device(such as an automatic dispensing machine, Limited Amount Terminal, or Self-ServiceTerminal) that is not an ATM.

Data Usage Charge: Charged to you for our processing of Sales Data sent to us.

Debit Card: See either PIN Debit Card or Non-PIN Debit Card.

Dial-Up Terminal: An Authorization device which, like a telephone, dials an Author -ization Center for validation of transactions.

Discount Rate: A percentage rate and/or amount charged a merchant for processing itsqualifying daily Credit Card and Non-PIN Debit Card transactions, as set forth in the Appli -cation. Transactions that fail to meet applicable interchange requirements will be chargedadditional amounts as set forth in Section 18.1.

Discover International Processing Fee: Charged per Discover settled sale (includingCash Over amounts and Cash Advance transactions) when the Card is issued in a countryother than the country that the merchant is located in, excluding JCB and China UnionpayCards.

Discover International Service Fee: Charged per Discover settled sale (ex cluding CashOver amounts) on transactions when the Card is not issued in the U.S. but the transactionoccurs in the U.S., excluding JCB and China Unionpay Cards.

Discover Network Access Fee: A bundled fee (billed per auth orization request) with bothCard brand fees as well as our own pricing considerations. Bundled Card brand fees include:Discover Data Usage Fee and the kilobyte fee.

Electronic Benefit Transfer (EBT): An Electronic Benefits Transfer system used to delivercertain government delivered benefits, including without limitation Cash Benefits and FNS,SNAP and WIC Benefits, to EBT customers.

Electronic Draft Capture (EDC): A process which allows a merchant’s Dial-Up Terminalto receive Authorization and capture transactions, and electronically transmit them to theProcessor. This eliminates the need to submit paper for processing.

Factoring: The submission of authorization requests and/or Sales Drafts by a merchant forCard sales or cash advances transacted by another business. Factoring is prohibited.

General Terms: Section of the Program Guide, including any amendments or modifications.

Gross: When referred to in connection with transaction amounts or fees, refers to the totalamount of Card sales, without set-off for any refunds or Credits.

Imprinter: A manual or electric machine used to physically imprint the merchant’s nameand ID number as well as the Cardholder’s name and Card number on Sales Drafts.

Issuer: The financial institution or Card Organization which has issued a Card to a Person.

Limited Amount Terminal: A Customer Activated Terminal that has data capture onlycapability, and accepts payment for items such as parking garage fees, road tolls, motionpicture theater entrance, or magnetic-stripe telephones.

Magnetic Stripe: A stripe of magnetic information affixed to the back of a plastic Creditor Debit Card. The Magnetic Stripe contains essential Cardholder and account information.

Marks: Names, logos, emblems, brands, service marks, trademarks, trade names, tag linesor other proprietary designations.

MC Cross Border Fee (USD): Assessed on any MasterCard1 settled sale processed inUSD Currency in which the country code of the merchant differs from the country code ofthe Cardholder (i.e., U.S. Merchant, Non U.S. Issued Card).

MC/V Network Access Fee: A bundled fee (billed per auth orization request) with bothCard brand fees as well as our own pricing considerations. Bundled Card brand fees include:Visa Acquirer Processing Fee (APF) or the MasterCard Network Brand Usage (NABU) fee,the kilobyte fee and BIN/ICA fee.

Media: The documentation of monetary transactions (i.e., Sales Drafts, Credit Drafts, com -puter printouts, etc.)

Merchant Account Number (Merchant Number): A number that numerically identi -fies each merchant location, outlet, or line of business to the Processor for accounting andbilling purposes.

Merchant Identification Card: A plastic embossed card supplied to each merchant to beused for imprinting information to be submitted with each Batch of paper Sales Drafts. Em -bossed data includes Merchant Account Number, name and sometimes merchant ID codeand terminal number.

Merchant Processing Application: The Merchant Processing Application and Agree mentexecuted by Client, which is one of the documents comprising the Agreement.

Merchant Provider: Any Person engaged by you to provide services to you in volv ing orrelating to (i) access to Cardholder data, transaction data or information related to eitherCardholder data or transaction data or (ii) PIN encryption, including without limitation,Encryption Service Organizations (ESOs).

1MasterCard Credit or Debit Card, Cirrus Card, or Maestro Card.

39. GlossaryDocuSign Envelope ID: 2EAFBE4F-F601-4231-89E5-A45120D41FA3


Non-Bank Services: Products and/or Services for which Bank is not responsible, or aparty to, including American Express, PIN Debit Card, and Electronic Benefits TransferTrans actions, TeleCheck Check Services, Gift Card Services and Transactions InvolvingCards from other Non-Bank Card Organizations, such as Voyager Fleet Systems, Inc., WrightExpress Corporation and Wright Express Financial Services Corporation, Discover, Leasing,TransArmor, Fraud Services, Wireless, Global Gateway e4 Services, and other items as maybe indicated in this Program Guide.

Non-PIN Debit Card: A device with a Visa, MasterCard or Discover Network Mark thatis tied to a Cardholder’s bank account or a prepaid account and which is processed withoutthe use of a PIN.

Non-Qualified Interchange Fee: The difference between the interchange fee associatedwith the Anticipated Interchange Level and the interchange fee associated with the morecostly interchange level at which the transaction actually processed.

Non-Qualified Surcharge: A surcharge applied to any transaction that fails to qualify forthe Anticipated Interchange Level and is therefore downgraded to a more costly inter changelevel. The Non-Qualified Surcharge (the amount of which is set forth on the Service FeeSchedule) is in addition to the Non-Qualified Interchange Fee, which is also your responsi -bility (see above, Section 18.1)

Operating Procedures: The information prepared by Processor, containing operationalproce dures, instructions and other directives relating to Card transactions. The currentOperating Procedures are set forth in Part A of the Program Guide.

PAN Truncation: A procedure by which a Cardholder’s copy of a Sales Draft or CreditDraft, or as required by applicable law, the Sales Draft or Credit Draft you retain, will onlyreflect the last four digits of the Card account number.

Person: A third party individual or entity, other than the Client, Processor or Bank.

PIN: A Personal Identification Number entered by the Cardholder to submit a PIN DebitCard transaction.

PIN Debit Card: A device bearing the Marks of ATM networks (such as NYCE or Star)used at a merchant location by means of a Cardholder-entered PIN in the merchant PIN Pad.

PIN Debit Sponsor Bank: The PIN Debit Sponsor Bank(s) identified on the Appli cationsigned by you that is/are the sponsoring or acquiring bank(s) for certain PIN Debit networks.

Point of Sale (POS) Terminal: A device placed in a merchant location which is connectedto the Processor’s system via telephone lines and is designed to authorize, record and transmitsettlement data by electronic means for all sales transactions with Processor.

Processor: The entity identified on the Application (other than the Bank) which providescertain services under the Agreement.

Program Guide (also known as the Merchant Services Program Terms and Condi tions):The booklet which contains Operating Procedures, General Terms, Third Party Agree mentsand Confirmation Page, which together with the Application and the Schedules thereto anddocuments incorporated therein, constitute your Agreement with Processor and Bank.

Recurring Payment Indicator: A value used to identify transactions for which a Card -holder provides permission to a merchant to bill the Cardholder’s Card account at either apredetermined interval or as agreed by the Cardholder for recurring goods or services.

Referral: A message received from an Issuer when an attempt for Authorization requiresa call to the Voice Authorization Center or Voice Response Unit (VRU).

Reserve Account: An account established and funded at our request or on your behalf,pursuant to Section 24 of the Agreement.

Resubmission: A transaction that the Client originally processed as a Store and Forwardtransaction but received a soft denial from the respective debit network or Card Organiza -tion. The resubmission transaction allows the merchant to attempt to obtain an approvalfor the soft denial, in which case Client assumes the risk that the transaction fails.

Retrieval Request/Transaction Documentation Request: A request for docu men -tation related to a Card transaction such as a copy of a Sales Draft or other transactionsource documents.

Sales/Credit Summary: The identifying form used by a paper Submission merchant toindicate a Batch of Sales Drafts and Credit Drafts (usually one day’s work). Not a Batchheader, which is used by electronic merchants.

Sales Draft: Evidence of a purchase, rental or lease of goods or services by a Card holderfrom, and other payments to, Client using a Card, including preauthorized orders and recur -ring transactions (unless the context requires otherwise); regardless of whether the form ofsuch evidence is in paper or electronic form or otherwise, all of which must con form toCard Organization Rules and applicable law.

Schedules: The attachments, addenda and other documents, including revisions thereto,which may be incorporated into and made part of this Agreement concurrently with orafter the date of this Agreement.

Self-Service Terminal: A Customer Activated Terminal that accepts payment of goods or services such as prepaid cards or video rental, has electronic capability, and does notaccept PINs.

Servicers: Bank and Processor collectively. The words “we,” “us” and “our” refer toServicers, unless otherwise indicated in this Program Guide.

Services: The activities undertaken by Processor and/or Bank, as applicable, to authorize,process and settle all United States Dollar denominated Visa, MasterCard, Discover Networkand American Express transactions undertaken by Cardholders at Client’s location(s) inthe United States, and all other activities necessary for Processor to perform the functionsrequired by this Agreement for all other Cards covered by this Agreement.

Settlement Account: An account or account(s) at a financial institution designated byClient as the account to be debited and credited by Processor or Bank for Card transactions,fees, Chargebacks and other amounts due under the Agreement or in connection with theAgreement.

Split Dial: A process which allows the Authorization terminal to dial directly to differentCard processors (e.g., American Express) for Authorization. In this instance, the merchantcannot be both EDC and Split Dial. Split Dial is also utilized for Check Guarantee companies.

Split Dial /Capture: Process which allows the Authorization terminal to dial directly todifferent Card processors (e.g., Amex) for Authorization and Electronic Draft Capture.

Store and Forward: A transaction that has been authorized by a merchant when themerch ant cannot obtain an Authorization while the customer is present, typically due to acommunications failure. The merchant will store the transaction electronically in their hostsystem and retransmit the transaction when communications have been restored.

Submission: The process of sending Batch deposits to Processor for processing. This maybe done electronically or by mail.

Summary Adjustment: An adjustment to your Submission and/or Settlement Accountsin order to correct errors. (See Sections 10.3 and 10.4).

Telecommunication Card Sale: Individual local or long-distance telephone calls, forwhich the telephone service provider is paid directly by use of a Card. These do not include,however, calls paid for with pre-paid telephone service cards. Telecommu nication CardSales are considered Card Not Present Sales.

Transaction Fees: Service costs charged to a merchant on a per transaction basis.

Us, We and Our: See Servicers.

Visa International Service Fee: Assessed on any Visa settled sale where the merchantis located in the U.S. and the Card is issued outside of the U.S. (i.e., U.S. Merchant, Non U.S.Issued Card).

Visa Misuse of Auth: Charged to Visa authorized transactions that are not followed by amatching Visa settled transaction (or in the case of a canceled trans action, not properlyreversed). The fee can be avoided by settling your transactions within 10 days for NonTravel and Entertainment (T&E) Merchants Segments and 20 days for T&E merchants. Ifan authorization is not needed, the authorization must be electronically reversed within24 hours for face to face authorizations and reversed within 72 hours for Card Absentauthorizations.

Visa Zero $ Verification: Charged for Visa Card verification requests (without an actualdollar authorization). This fee can be avoided by obtaining an authorization request for theamount of the sale. If the authorization is not needed, the authorization request must be elec -tronically reversed within 24 hours for face to face authorizations and reversed within 72hours for Card Absent authorizations (to avoid the Visa Misuse of Authorization System fee).

Visa Zero Floor Limit: Charged when a Visa sale is settled without the required authori -zation (transaction ID is used to match the authorization to settled sale). All transac tionsabove zero dollars require an authorization approval. This fee can be avoided by only settlingtransactions that have been approved. If an authori zation is declined, the merchant mustrequest another form of payment.

You, Your: See Client.



This Equipment Lease Agreement (“Lease Agreement”) is being entered into by andbetween First Data Merchant Services Corporation (through its business unit First DataGlobal Leasing), and the Lessee identified on the signature panel of the Merchant ProcessingApplication (“MPA”). In this Lease Agreement, the words “we,” “our” and “us” refer to FirstData Merchant Services Corporation and its successors and assigns and the words “you” and“your” refer to Lessee and its permitted successors and assigns.

Lessee hereby authorizes us or our designees, successors or assigns (hereinafter “Lessor”)to withdraw any amounts including any and all sales taxes now due or here in after imposed,owed by Lessee in conjunction with this Lease Agreement by initiating debit entries to thebank account designated by Lessee on the MPA (the “Settlement Account”). In the eventof default of Lessee’s obligation here under, Lessee authorizes debit of its account for the fullamount due under this Lease Agreement. Further, Lessee authorizes its financial institutionto accept and to charge any debit entries initiated by Lessor to Lessee’s account. In the eventthat Lessor withdraws funds erroneously from Lessee’s account, Lessee author izes Lessorto credit Lessee’s account for an amount not to exceed the original amount of the debit. Thisauth orization is to remain in full force and effect until Lessor has received written notice fromLessee of its termination in such time and in such manner as to afford Lessor a reasonableopportunity to act. Lessee also authorizes Lessor from time to time to ob tain investigativecredit reports from a credit bureau or a credit agency concerning Lessee.

1.1. Equipment. We agree to lease to you and you agree to lease from us the equip mentiden tified on the MPA or such other comparable equipment we provide you (the “Equip -ment”), according to the terms and conditions of this Lease Agreement. We are pro vidingthe Equipment to you “as is” and make no representations or warranties of any kind as tothe suitability of the Equipment for any particular purpose. The term Equip ment includesthe Equipment initially deployed under the Lease Agreement and/or any additions, replace -ments, substitutions, or additions thereto.

1.2. Effective Date, Term and Interim Rent.

(a) This Lease Agreement becomes effective on the earlier of the date we deliver any pieceof Equipment to you (the “Delivery Date”) or acceptance by us. This Lease Agreementremains in effect until all of your obligations and all of our obligations under it havebeen satisfied. We will deliver the Equipment to the site designated by you.

(b) The term of this Lease Agreement begins on a date designated by us after receipt ofall required documentation and acceptance by us (the “Commencement Date”), andcon tin ues for the number of months indi cated on the MPA. THIS IS A NON-CANCEL - ABLE LEASE FOR THE TERM INDICATED.

(c) You agree to pay an Interim Lease Payment in the amount of one-thirtieth (1/30th) ofthe monthly lease charge for each day from and including the Delivery Date until thedate preceding the Commencement Date.

(d) YOU ACKNOWLEDGE THAT THE EQUIPMENT AND/OR SOFTWARE YOU LEASEUNDER THIS LEASE AGREEMENT MAY NOT BE COMPATIBLE WITH ANOTHERPROCESSOR’S SYSTEMS AND THAT WE DO NOT HAVE ANY OBLIGATION TOMAKE SUCH SOFTWARE AND/OR EQUIPMENT COMPATIBLE IN THE EVENTTHAT YOU ELECT TO USE ANOTHER SERVICE PROVIDER. UPON TERMINATIONOF YOUR MERCHANT PROCESSING AGREEMENT, YOU ACKNOWL EDGE THATYOU MAY NOT BE ABLE TO USE THE EQUIPMENT AND/OR SOFTWARE LEASEDUNDER THIS LEASE AGREEMENT WITH SAID SERVICE PROVIDER.

1.3. Site Preparation. You will prepare the installation site(s) for the Equipment, includ -ing but not limited to the power supply circuits and phone lines, in conformance with themanufacturer’s and our specifications and will make the site(s) available to us by the con -firmed shipping date.

1.4. Payment of Amounts Due.

(a) The monthly lease charge is due and payable monthly, in advance. You agree to pay allassessed costs for delivery and installation of Equipment.

(b) In addition to the monthly lease charge, you shall pay, or reimburse us for, amountsequal to any taxes, assessments on or arising out of this Lease Agreement or the Equip - ment, and related supplies or any services, use or activities hereunder, including withoutlimitation, state and local sales, use, property, privilege and excise tax, tax preparation,compliance expenses, but exclusive of taxes based on our net income. Property taxesare calculated and charged based on the average of the estimated annual property taxesover the course of the term of the lease. You will also be charged an annual Tax HandlingFee, as set forth in the MPA and/or applicable Fee Schedule.

(c) Your lease payments will be due despite dissatisfaction with the Equipment for anyreason.

(d) Whenever any payment is not made by you in full when due, you shall pay us as a latecharge, an amount equal to ten percent of the amount due but no less than $5.00 foreach month during which it remains unpaid (prorated for any partial month), but inno event more than the maximum amount permitted by law. You shall also pay to usan administrative charge of $10.00 for any debit we attempt to make against yourSettlement Account that is rejected but in no event more than the maximum amountpermitted by law.

(e) In the event your account is placed into collections for past due lease amounts, youagree that we can recover a collection expense charge of $50.00 for each aggregatepay ment requiring a collection effort but in no event more than the maximum amountpermitted by law.

1.5. Use and Return of Equipment; Insurance.

(a) You shall cause the Equipment to be operated by competent and qualified personnelin accordance with any operating instructions furnished by us or the manufacturer.You shall maintain the Equipment in good operating condition and protect it fromdeterioration, normal wear and tear excepted.

(b) You shall not permit any physical alteration or modification of the Equip ment, orchange the installation site of the Equipment, without our prior written consent.

(c) You shall not create, incur, assume or allow to exist any consensually or judicially im -posed liens or encumbrances on, or part with possession of, or sublease the Equipmentwithout our prior written consent.

(d) You shall comply with all governmental laws, rules and regulations relating to theuse of the Equipment. You are also responsible for obtaining all permits required tooperate the Equipment at your facility.

(e) We or our representatives may, at any time, enter your premises for purposes ofinspecting, examining or repairing the Equipment.

(f) The Equipment shall remain our personal property and shall not under any circum -stances be considered to be a fixture affixed to your real estate. You shall permit us toaffix suitable labels or stencils to the Equipment evidencing our ownership.

(g) You shall keep the Equipment adequately insured against loss by fire, theft, and allother hazards.

(h) You shall provide proof of insurance as evidenced by a certificate naming First DataMerchant Services Corporation as a loss payee under your insurance policy. The loss,destruction, theft, or damage of or to the Equipment shall not relieve you fromyour obligation to pay the full purchase price or total monthly leases chargeshereunder.

(i) If you do not provide such proof of insurance, you may be charged a fee, on which wemay make a profit, as set forth on your fee schedule in connection with insuring theEquipment.

1.6. Title to Equipment. The Equipment is, and shall at all times be and remain, our soleand exclusive property, and you shall have no right, title or interest in or to the Equip mentexcept as expressly set forth in this Lease Agreement or otherwise agreed in writing. Exceptas expressly provided in Section 1.8, no transference of intellectual property rights is intendedby or conferred in this Lease Agreement. You agree to execute and deliver to us any statementor instrument that we may request to confirm or evidence our ownership of the Equipment,and you irrevocably appoint us as your attorney-in-fact to execute and file the same in yourname and on your behalf. If a court determines that the leasing trans action contemplatedby this Lease Agreement does not constitute a financing and is not a lease of the Equipment,then we shall be deemed to have a first lien security interest on the Equipment as of the dateof this Lease Agreement, and you will execute such documentation as we may request toevidence such security interest. If this Lease Agreement is deemed a loan despite the inten -tion of the parties, then in no contingency or event whatsoever shall interest deemed chargedhereunder, however such interest may be characterized or com puted, exceed the highestrate permissible under any law which a court of competent juris diction shall, in a finaldetermination, deem applicable hereto.

1.7. Return or Purchase of Equipment at End of Lease Period. Upon the completionof your lease term or any extension, you will have the option to; (a) return the Equipmentto us, or (b) purchase the Equipment from us for the lesser of fair market value at the time(as determined in good faith by us) or an amount equal to ten-percent (10%) of the totallease payments under this Lease Agreement with respect to each item of Equipment. In theabsence of an affirmative election by you to return or purchase the Equipment, this leasewill continue on a month-to-month basis at the existing monthly lease payment; or (c)after the final lease payment has been received by FDGL, the Agreement will revert to amonth by month rental at the existing monthly lease payment. If Client does not want to

PART II: THIRD PARTY AGREEMENTS

The following Agreements are Third Party Agreements entered into between Client and the Third Parties identified in the Third 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 indicatesuch desire in the Merchant Processing Application, in which case the terms and conditions of the Third Party Agreement shall be binding upon Client. TheSignature page in the Merchant Processing Application or any Schedule thereto shall also serve as a signature page to the Third 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 the Third Party Agreements.

Equipment Lease Agreement



continue to rent the equipment, then Client will be obligated to provide FDGL with 30 dayprior written notice to terminate and return the equipment to FDGL. If we terminate thisLease Agreement pursuant to Section 12 (b) due to a default by you, then you shall imme -diately return the Equipment to us no later than the tenth Business Day after termination,or remit to us the fair market value of the Equipment as determined in good faith by us. Wemay collect any amounts due to us under this Section 7 by debiting your SettlementAccount, and to the extent we are unable to obtain full satisfaction in this manner, youagree to pay the amounts owed to us promptly upon our request.

1.8. Software License. We retain all ownership and copyright interest in and to all com -puter software, related documentation, technology, know-how and processes embodied inor provided in connection with the Equipment other than those owned or licensed by themanufacturer of the Equipment (collectively “Software”), and you shall have only a non -exclusive license to use the Software in your operation of the Equipment.

1.9. Limitation on Liability. We are not liable for any loss, damage or expense of any kindor nature caused directly or indirectly by the Equipment, including any damage or injury topersons or property caused by the Equipment. We are not liable for the use or maintenanceof the Equipment, its failure to operate, any repairs or service to it, or by any interruptionof service or loss of use of the Equipment or resulting loss of business. Our liability arisingout of or in any way connected with this Lease Agreement shall not exceed the aggregatelease amount paid to us for the particular Equipment involved. In no event shall we be liablefor any indirect, incidental, special or consequential damages. The reme dies available to youunder this Lease Agreement are your sole and exclusive remedies.

1.10. Warranties.

(a) All warranties, express or implied, made to you or any other person are hereby dis -claimed, including without limitation, any warranties regarding quality, suitability,merch antability, fitness for a particular purpose, quiet enjoyment, or non-infringement.

(b) You warrant that you will only use the Equipment for commercial purposes and willnot use the Equipment for any household or personal purposes.

(c) Leased equipment is warranted against material defects for the life of the lease. Thiswarranty does not include damage to the equipment resulting from accident or misuseor any other breach of the Lease Agreement. If the equipment should become defectivewithin the warranty period, First Data Merchant Services Corporation will replace itfree of charge (except that appropriate shipping charges may apply).

1.11. Indemnification. You shall indemnify and hold us harmless from and against any andall losses, liabilities, damages and expenses resulting from (a) the operation, use, condition,liens against, or return of the Equipment or (b) any breach by you of any of your obligationshereunder, except to the extent any losses, liabilities, damages or expenses result from ourgross negligence or willful misconduct.

1.12. Default; Remedies.

(a) If any debit of your Settlement Account initiated by us is rejected when due, or if youotherwise fail to pay us any amounts due hereunder when due, or if you default in anymaterial respect in the performance or observance of any obligation or provision ofthis Lease Agreement or any agreement with any of our affiliates or joint ventures, anysuch event shall be a default hereunder. Without limiting the foregoing, any defaultby you under a processing agreement with us or with an affiliate or joint venture towhich we are a party will be treated as a default under this Lease Agreement. Such adefault would include a default resulting from early termination of the MPA.

(b) Upon the occurrence of any default, we may at our option, effective immediatelywithout notice, either (i) terminate this lease and our future obligations under thisLease Agree ment, repossess the Equipment and proceed in any lawful manner againstyou for collection of all charges that have accrued and are due and payable, or (ii)accelerate and declare immediately due and payable all monthly lease charges for theremainder of the applicable lease period together with the fair market value of theEquipment (as determined by us), not as a penalty but as liquidated damages for ourloss of the bargain. Upon any such termination for default, we may proceed in anylawful manner to obtain satisfaction of the amounts owed to us and, if applicable,our recovery of the Equipment, including entering onto your premises to recover theEquipment. In any case, you shall also be responsible for our costs of collection, courtcosts, as well as applicable shipping, repair and refurbishing costs of recovered Equip -ment. You agree that we shall be entitled to recover any amounts due to us under thisLease Agreement by charging your Settle ment Account or any other funds of yoursthat come into our possession or control, or within the possession or control of ouraffiliates or joint ventures, or by setting off amounts that you owe to us against anyamounts we may owe to you, in any case with out notifying you prior to doing so.Without limiting the foregoing, you agree that we are entitled to recover amountsowed to us under this Lease Agreement by obtaining directly from an affiliate or jointventure to which we are a party and with which you have entered into an MPA anyfunds held or available as security for payment under the terms of the MPA, includingfunds available under the “Reserve Account; Security Interest” section of the MPA, ifapplicable.

1.13. Assignment. You may not assign or transfer this Lease Agreement, by operation oflaw or otherwise, without our prior written consent. For purposes of this Lease Agree ment,any transfer of voting control of you or your parent shall be considered an assignment ortransfer of this Lease Agreement. We may assign or transfer this Lease Agreement and ourrights and obligations hereunder, in whole or in part, to any third party without the necessityof obtaining your consent.

1.14. Lease Guaranty. No guarantor shall have any right of subrogation to any of ourrights in the Equipment or this Lease Agreement or against you, and any such right of sub -rogation is hereby waived and released. All indebtedness that exists now or arises after theexecution of this Lease Agreement between you and any guarantor is hereby subordi natedto all of your present and future obligations, and those of your guarantor, to us, and nopay ment shall be made or accepted on such indebtedness due to you from a guarantor untilthe obligations due to us are paid and satisfied in full.

1.15. Governing Law;Venue; Miscellaneous. This Lease Agreement shall be gov ernedby and will be construed in accordance with the laws of the State of New York (withoutapplying its conflicts of laws principles). The exclusive venue for any actions or claimsarising under or related to this Lease Agreement shall be in the appropriate state of federalcourt located in Suffolk County, New York. If any part of this Lease Agreement is not enforce -able, the remaining provisions will remain valid and enforceable.

1.16. Notices. All notices must be in writing, if to you at your address appear ing in theApplication and if to us at 4000 Coral Ridge Drive, Coral Springs, Florida, 33065. Attn:Lease Department, and shall be deemed to have been given (i) if sent by mail or courier,upon the earlier of five (5) days after mailing or when actually received or, in the case ofcourier, when delivered, and (ii) if sent by facsimile machine, when the courier confirmationcopy is actually received. Notice given in any other manner shall be effective when actuallyreceived, if to you at the address appearing on the MPA or by any electronic means, includ -ing but not limited to the email address you have provided on the MPA. Notices sent to theMerchant’s last known address, as indicated in our records, shall constitute effective noticeto the Merchant under this Agreement. Customer Service toll free number 1-877-257-2094.

1.17. Entire Agreement. This Lease Agreement constitutes the entire Agree ment betweenthe parties with respect to the Equipment, supersedes any previous agreements andunderstandings and can be changed only by a written agreement signed by all parties. ThisLease Agreement may be executed in any number of counterparts and all such counterpartstaken together shall be deemed to constitute one and the same instrument. Delivery of anexecuted counterpart of a signature page of this Lease Agreement by facsimile shall be effec -tive as delivery of a manually executed counterpart of this Lease Agreement.



2.1. Scope and Other Parts of Agreement; Definitions

a. Scope of the Agreement. The Agreement governs your acceptance of AmericanExpress Cards in the United States (but not Puerto Rico, the U.S. Virgin Islands, and otherU.S. ter ritories and possessions) under our American Express OnePoint Program, whichmakes available to eligible merchants an integrated service through our agent First DataMerchant Services Corporation (“FDMS”), among other agents. Schedule A contains impor -tant provisions governing your acceptance of the Card under this program. The Agreementcovers you alone. You must not obtain Authorizations, submit Charges or Credits, or receivepay ments on behalf of any other party, except as otherwise expressly permitted in theMerchant Regulations.

b. Other Parts of the Agreement.i) Merchant Regulations. The Merchant Regulations set forth the policies and proceduresgoverning your acceptance of the Card. You shall ensure that your personnel interactingwith customers are fully familiar with the Merchant Regulations. The Merch ant Regulationsare a part of, and are hereby incorporated by reference into, the Agree ment. You agree to bebound by and accept all pro vi sions in the Merchant Regu la tions (as changed from time totime) as if fully set out herein and as a condition of your agreement to accept the Card. Wereserve the right to make changes to the Merchant Regulations in scheduled changes andat any time in unscheduled changes as set forth in Section 2.8.j of the General Pro visions.The Merchant Regulations and releases of scheduled changes therein are provided only inelectronic form, existing at the website specified below in the definition of “MerchantRegulations” or its successor website. However, we shall provide you a paper copy of or aCD-ROM containing the Merchant Regulations or re leases of scheduled changes thereinupon your request. To order a copy, please contact FDMS’ Customer Service department,at the number set forth in your Merchant Processing Agree ment with FDMS. We (or FDMS)may charge you a fee for each copy that you request.

ii) Schedule A. Schedule A, attached hereto or which we otherwise may provide to you,contains other important provisions governing your accept ance of the Card. Sched ule A isa part of, and is hereby incorpo rated by reference into, the Agreement.

c. Definitions. Capitalized terms used but not otherwise defined herein have the mean -ings ascribed to them in the Merchant Regulations. Some definitions are repeated here forease of reference.

Affiliate means any Entity that controls, is controlled by, or is under common control witheither party, including its subsidiaries. As used in this definition, control means theposses sion, directly or indirectly, of the power to direct or cause the direction of the man- ag ement and policies of an Entity, whether through the ownership of voting securities,by contract, or other wise. For the avoidance of doubt, but not by way of limitation, thedirect or indirect ownership of more than 50% of (i) the voting securities or (ii) aninterest in the assets, profits, or earnings of an Entity shall be deemed to constitute“control” of the Entity.

Agreement means these General Provisions, Schedule A and any other accom panying sched -ules and exhibits, and the Merchant Regulations, collectively.

American Express Card and Card mean (i) any card, account access device, or payment devicebearing our or our Affiliates’ Marks and issued by an Issuer or (ii) a Card Number.

Cardmember means an individual or Entity (i) that has entered into an agreement establishinga Card account with an Issuer or (ii) whose name appears on the Card.

Charge means a payment or purchase made on the Card.

Chargeback (sometimes called “full recourse” or “Full Recourse” in our materials), whenused as a verb, means our reimbursement from you for the amount of a Charge subjectto such right; when used as a noun, means the amount of a Charge subject to re imburse -ment from you.

Claim means any claim (including initial claims, counterclaims, cross-claims, and third partyclaims), dispute, or controversy between you and us arising from or relating to the Agree - ment or prior Card acceptance agreements, or the relationship resulting there from,whether based in contract, tort (including negligence, strict liability, fraud, or otherwise),statutes, regulations, or any other theory, including any question relating to the existence,validity, per formance, construction, interpretation, enforcement, or termination of theAgree ment or prior Card acceptance agreements or the relationship resulting therefrom.

Credit means the amount of the Charge that you refund to Cardmembers for pur chases orpayments made on the Card.

Discount means the amount that we charge you for accepting the Card, which amount is: (i)a percentage (Discount Rate) of the face amount of the Charge that you submit; or a flatTrans action fee, or a combination of both; and/or (ii) a Monthly Flat Fee (if you meetour require ments).

Disputed Charge means a Charge about which a claim, complaint, or question has beenbrought.

Entity means a corporation, partnership, sole proprietorship, trust, association, or any otherlegally recognized entity or organization.

Establishments means any or all of your and your Affiliates’ locations, outlets, websites, on-line networks, and all other methods for selling goods and services, including meth -ods that you adopt in the future.

General Provisions means the provisions set out in this document other than in Schedule Aor any other accompanying schedule or exhibit hereto.

Marks mean names, logos, service marks, trademarks, trade names, taglines, or other propri -etary designs or designations.

Merchant Number (sometimes called the “Merchant ID” or “Establishment” or “SE” numberin our materials) means the unique ten-digit number we assign to your Establishment;if you have more than one Establishment, we may assign to each a separate MerchantNumber.

Merchant Regulations means the American Express Merchant Regulations – U.S., which areavailable from our agent.

Other Agreement means any agreement, other than the Agreement, between (i) you or anyof your Affiliates and (ii) us or any of our Affiliates.

Other Payment Products mean any charge, credit, debit, stored value or smart cards, accountaccess devices, or other payment cards, services, or products other than the Card.

Reserve means a fund established and/or collateral held by us as security for your or any ofyour Affiliates’ obligations to us or any of our Affiliates under the Agreement or anyOther Agreement.

We, our, and us mean American Express Travel Related Services Company, Inc.

You and your (sometimes called the “Merchant,” “Service Establishment” or “SE” in ourmaterials) mean the Entity accepting the Card under the Agreement, and its Affiliatesconducting business in the same industry.

d. List of Affiliates. You must provide to our agent a complete list of your Affiliates con -ducting business in your industry and notify our agent promptly of any subsequent changesin the list.

2.2. Accepting the Card

a. Acceptance. You must accept the Card as payment for all goods and services sold atall of your Establishments, except as otherwise expressly specified in the Merchant Regu la-tions. You agree that the provisions of Chapter 3 (Card Acceptance) of the Merchant Regu -la tions are reasonable and necessary to protect the Cardmember’s choice of which Card to useand that charge and credit Cards, including corporate Cards, are interchange able. You areresponsible and jointly and severally liable for the performance by your Establishment of allprovisions of the Agreement and all obligations of your Establishments under the Agreement.

b. Transaction Processing and Payments. Our Card acceptance, process ing, andpayment requirements are set forth in the Merchant Regulations. Some requirements aresummarized here for ease of reference, but do not supersede the provisions in the MerchantRegulations.

i) Format. You must create a Charge Record for every Charge and a Credit Record forevery Credit that comply with our requirements, as described in the Merchant Regula tions.You may create multiple Charge Records for a single pur chase placed on different Cards, butyou must not create multiple Charge Records for a single purchase to the same Card, bydividing the purchase into more than one Charge.

ii) Authorization. You must obtain from and submit to us an Authorization Approvalcode for all Charges. Authorization does not guarantee that we will accept the Charge withoutexercising Chargeback, nor is it a guarantee that the person making the Charge is theCardmember or that you will be paid.

iii) Submitting Charges and Credits. Your Establishments must submit Charges andCred its in U.S. dollars. You must not issue a Credit when there is no corresponding Charge.You must issue Credits to the Card account used to make the original purchase, except asotherwise expressly specified in the Merchant Regulations.

iv) Payment for Charges. We will pay you, through our agent, according to your paymentplan in U.S. dollars for the face amount of Charges submitted from your Estab lish ments less:(i) the Discount, (ii) any amounts you owe us or our Affiliates, (iii) any amounts for whichwe have Chargebacks, and (iv) any Credits you submit. Your initial Discount is indicated inthe Agreement or otherwise provided to you in writing by us. In addition to your Discountwe may charge you additional fees and assessments, as listed in the Merchant Regulations.We may adjust any of these amounts and may change any other amount we charge you foraccepting the Card.

v) Chargeback. We and our agent have Chargeback rights, as described in the MerchantRegulations. We and our agent may Chargeback by deducting, withhold ing, recouping from,or offsetting against our payments to you (or debiting your Account), or we or our agentmay notify you of your obligation to pay us, which you must do promptly and fully. Ouror our agent’s failure to demand payment does not waive our Chargeback rights.

vi) Protecting Cardmember Information. You must protect Cardmember Information,as described in the Merchant Regulations. You have additional obligations based on yourTransaction volume, including providing to us docu mentation validating your compli ancewith the PCI DSS performed by Qualified Security Assessors or Approved Scanning Vendors(or both).

2.3. Protective Actions

a. Creating a Reserve. Regardless of any contrary provision in the Agree ment, we havethe right in our sole discretion to determine that it is necessary to create a Reserve, and wemay immediately establish a Reserve or terminate the Agreement. We may establish aReserve by (i) withholding amounts from payment we otherwise would make to you underthe Agreement or (ii) requiring you to deposit funds or other collateral with us. Anycollateral provide pursuant to this Section 2.3 of the General Provisions is subject to prior

AGREEMENT FOR AMERICAN EXPRESS CARD ACCEPTANCE – AMERICAN EXPRESS ONEPOINT PROGRAM

Terms and Conditions For American Express OnePoint Card Acceptance Establishment Sales and Servicing Program



written approval. We may increase the amount of the Reserve at any time so long as theamount of the Reserve does not exceed an amount sufficient, in our reasonable judgment,to satisfy any financial exposure or risk to us under the Agreement (including Chargessubmitted by you for goods or services not yet received by Cardmembers and our costs ofhandling Disputed Charges) or to us or our Affiliates under any Other Agreement or toCardmembers. Upon the occurrence of an event described in Section 2.3.b.viii of the GeneralProvisions, and during any continuation of such event, we may take immediate action toestablish or increase the amount of any Reserve to an amount proportional to the riskcovered by such event.

b. Trigger Events for Reserve. Some of the events that may cause us to establish aReserve include: (i) your ceasing a substantial portion of or adversely altering your opera -tions; (ii) your selling all or substantially all of your assets or any party acquiring 25% ormore of the equity interests issued by you (other than parties currently owning 25% ormore of such interests), whether through acquisition of new equity interests, previouslyoutstand ing interests, or otherwise; (iii) your suffering a material adverse change in yourbusiness; (iv) your becoming insolvent; (v) our receiving a disproportionate number oramount of Disputed Charges at your Establishments; (vi) our reasonable believe that youwill not be able to perform your obligations under the Agreement, any Other Agreement,or to Cardmembers; or (vii) the establishment of a reserve or other protective action takenby any Entity with whom you have entered into an arrangement for the acceptance orprocessing (or both) of Other Payment Products that (A) results in the withholding of fundsthat would otherwise have been payable to you, (B) requires you to make a direct paymentinto a reserve account or similar device or (C) requires you to provide such Entity with aletter of credit or other third-party guaranty of payment.

c. Application of Reserve. We may deduct and withhold from, and recoup and set-offagainst, the Reserve (i) any amounts you or any of your Affiliates owe us or any of ourAffiliates under the Agreement or any Other Agreement (ii) any costs incurred by us in con -nection with the administration of the Reserve, including attorney’s fees, and (iii) any costsincurred by us as a result of your failure to fulfill any obligations to us, any of our Affiliates,or to Cardmembers, including Attorney Fees and our cost of handling Disputed Charges.

d. Establishing a Reserve. If an event leads us to believe that we need to create a Reserve,then we may immediately establish a Reserve or terminate the Agreement. We shall informyou if we establish a Reserve. We may increase the amount of the Reserve at any time as longas the amount of the Reserve does not exceed an amount sufficient, in our reasonable judg -ment, to satisfy any financial exposure or risk to us under the Agreement (including fromCharges submitted by you for goods or services not yet received by Cardmembers) or to usor our Affiliates under any Other Agreement, or to Cardmembers.

e. Other Protections. We may take other reasonable actions to protect our rights andrights of any of our Affiliates, including changing the speed or method of payment forCharges, exercising Chargeback under any of our Chargeback programs, or charging youfees for Disputed Charges.

f. Providing Information. You must provide to us promptly, upon request, informationabout you and your Affiliates, your finances, creditworthiness, and operations, includingyour most recent certified financial statements. You must notify us immediately of theoccurrence of any event described in Section 2.3.b viii of the General Provisions.

2.4. Notices

a. Delivery and Receipt. Unless otherwise explicitly provided for herein, all notices here -un der must be in writing and sent by hand delivery; or by U.S. postal service, such as firstclass mail or third class mail, postage prepaid; or by expe dited mail courier service; or byelectronic mail (e-mail); or by facsimile trans mission, to the addresses set out below. Noticesare deemed received and effective as follows: If hand-delivered, upon delivery; if sent by e-mail or facsimile transmission, upon sending; if mailed, upon the earlier of (i) receipt or (ii)three days after being deposited in the mail if mailed by first class post age or ten days afterbeing deposited in the mail if mailed by third class postage. If the addressee provided forbelow rejects or otherwise refuses to accept the notice, or if the notice cannot be deliveredbecause of a change in address for which no notice was appro priately given, then notice iseffective upon the rejection, refusal or inability to deliver.

b. Our Notice Address. Unless we notify you otherwise, you shall send notices to ouragent, at: American Express Travel Related Services Company, Inc. c/o First Data MerchantServices Corporation, 1307 Walt Whitman Road, Melville, NY, 11747.

c. Your Notice Address. Our agent shall send notice to you at the address, e-mailaddress, or facsimile number you indicated on your application to accept the Card. You mustnotify our agent immediately of any change in your notice address.

2.5. Indemnification and Limitation of Liability

a. Indemnity. You shall indemnify, defend, and hold harmless us and our Affil iates, agents,successors, assigns, and third party licensees, from and against all damages, lia bil ities, losses,costs, and expenses, including legal fees, arising or alleged to have arisen from your breach,negligent or wrongful act or omission, failure to perform under the Agree ment, or failure inthe provision of your goods or services.

b. Limitation of Liability. In no event shall we or our Affiliates, agents, successors, orassigns be liable to you for any incidental, indirect, speculative, consequential, special,punitive, or exemplary damages of any kind (whether based in contract, tort, includingnegligence, strict liability, fraud, or otherwise, or statutes, regulations, or any other theory)arising out of or in connection with the Agreement, even if advised of such potentialdamages. Nei ther you nor we (and our agent) will be responsible to the other for damagesarising from delays or problems caused by telecommunications carriers or the bankingsystem, except that our (and our agent’s) rights to create Reserves and exercise Chargebackswill not be impaired by such events.

2.6. Term and Termination

a. Effective Date/Termination Date. The Agreement begins as of the date (i) you firstaccept the Card after receipt of the Agreement or otherwise indicate your intention to bebound by the Agreement or (ii) we approve your application to accept the Card, whicheveroccurs first. Either party can terminate the Agree ment without cause (and not withstandingany other rights established under the Agreement) at any time by notifying the other party.Termination will take effect according to the notice period specified in Section 2.4.a of theGeneral Provisions.

b. Grounds for Termination. In addition to our rights in Sections 2.3.c and 2.6.a of theGeneral Provisions, we may terminate the Agreement at any time without notice to you andwithout waiving our other rights and remedies if you have not submitted a Charge withinany twelve month period. The Agreement is a contract to extend financial accommodations,and if bankruptcy or similar proceedings are filed with respect to your business, then theAgreement will ter minate automatically.

c. Post-Termination. If the Agreement terminates, without waiving our other rights andremedies, we and our agent may withhold from you any payments until we have fully recov -ered all amounts owing to us and our Affiliates. If any amounts remain unpaid, then youand your successors and permitted assigns remain liable for such amounts and shall pay uswithin thirty days of our request. You must also remove all displays of our Marks, return ourmaterials and equipment immediately, and submit to our agent any Charges and Creditsincurred prior to termination.

d. Effect of Termination. Termination of the Agreement for any reason does not relievethe parties of their respective rights and duties arising prior to the effective date of terminationthat by their nature are intended to survive ter mination, including the provisions of Sections2.1, 2.3, 2.5, 2.6, 2.7, and 2.8 of these General Provisions, our Chargeback rights, and yourduties set forth in the Merchant Regulations to protect Cardmember Information, indemnifyus, retain documents evidencing Transactions, and notify your Recurring Billing customersof such termination. Our and our agent’s right of direct access to the Demand Deposit Accountwill also survive until such time as all credits and debits per mitted by the Agreement, andrelating to Transactions prior to the effective date of termination, have been made.

2.7. Dispute Resolution

a. Arbitration Rights. All Claims shall be resolved, upon your or our election, througharbitration pursuant to this Section 2.7 rather than by litigation.

b. Arbitration Rules/Organizations. The party asserting the Claim shall select one ofthe fol lowing arbitration organizations, which shall apply its rules in effect at the time theClaim is filed. In the event of an inconsistency between this Section 2.7 and any rule orprocedure of the arbitration organization, this Section 2.7 controls. The party asserting theClaim shall simultaneously notify the other party of its selection. If our selection is notacceptable to you, then you may select another of the following organizations within thirtydays after you receive notice of our initial selection. Any arbitration hearing that you attendshall take place in the federal judicial district where your headquarters is located.

• National Arbitration Forum (NAF): P.O. Box 50191, Minneapolis, MN 55404-0191;(800) 474-2371; www.arbitration-forum.com

• American Arbitration Association (AAA): 335 Madison Avenue, New York, NY 10017;(800) 778-7879; www.adr.org

• JAMS (JAMS): 1920 Main Street, Suite 300, Irvine, CA 92614; (949) 224-1810;www.jamsadr.com

c. Limitation of Rights. IF ARBITRATION IS CHOSEN BY A PARTY WITH RESPECTTO A CLAIM, NEITHER YOU NOR WE SHALL HAVE THE RIGHT TO LITIGATE THATCLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN PRE-ARBITRATION DISCOVERY EXCEPT AS PROVIDED IN THE RULES OR PROCEDURESOF NAF OR AAA, AS APPLI CABLE. FURTHER, YOU SHALL NOT HAVE THE RIGHT TOPARTICIPATE IN A REPRE SENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OFCLAIMANTS PERTAINING TO ANY CLAIM. OTHER RIGHTS THAT YOU WOULD HAVEIN COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION. NOT WITHSTANDINGANY OTHER PROVISION IN THE AGREEMENT AND WITHOUT WAIVING EITHERPARTY’S RIGHT TO APPEAL SUCH DECI SION, IF ANY PORTION OF THIS SECTION2.7.c OR OF SECTION 2.7.d. BELOW IS DEEMED INVALID OR UNENFORCEABLE, THENTHIS ENTIRE SECTION 2.7 (OTHER THAN THIS SEN TENCE) SHALL NOT APPLY.

d. Individually Named Parties Only. All parties to the arbitration must be individuallynamed. There is no right or authority for any Claims to be arbitrated or litigated on a class-action or consolidated basis, on behalf of the general public or other parties, or joined orconsol idated with claims of other parties, and you and we are specifically barred from doingso. This prohibition is intended to, and does, preclude any trade association or other organi -zation from arbitrating any Claim on a representative basis on behalf of the organization’smembers. The arbitrator’s authority to resolve Claims is limited to Claims between you andus alone, and the arbitrator’s authority to make awards is limited to awards to you and usalone.

e. Application of Provision. For the avoidance of any confusion, and not to limit itsscope, this Section 2.7 applies to any putative class action lawsuit that has been filed againstus prior to the effective date of the Agreement relating to the “Honor All Cards,” “non-discrimination” or “no steering” provisions of the Agreement as described in Sections 2.1 and2.2 of these General Provisions and Chapter 3 (Card Acceptance) of the Merchant Regula -tions, or prior versions of a Card acceptance agreement.

f. Equitable Relief. The arbitrator shall have the power and authority to grant equitablerelief (e.g., injunction, specific performance) and, cumulative with all other remedies, shall



grant specific performance whenever possible. The arbitrator shall have no power or auth -ority to alter the Agreement or any of its separate provisions, including this Section 2.7, norto determine any matter or make any award except as provided in this Section 2.7.

g. Small-Claims Court; Injunctive Relief. We shall not elect to use arbi tra tion underthis section for any individual Claim that you properly file in a small claims court so longas the Claim is pending only in that court. Injunctive relief sought to enforce the provisionsof Sections 2.8.a and 2.8.b of these General Provisions is not subject to the requirements ofthis Section 2.7. This Section 2.7 is not intended to, and does not, substitute for ourordinary business practices, policies, and procedures, including our rights to Chargebackand to create Reserves.

h. Governing Law/Appeal/Entry of Judgment. This Section 2.7 is made pursuant toa trans action involving interstate commerce and is governed by the Federal Arbitration Act,9 U.S.C. § 16 et seq. (FAA). The arbitrator shall apply New York law and applicable statutesof limitations, honor claims of privilege recognized by law and, at the timely request ofeither party, provide a written and reasoned opinion explaining his or her decision. Thearbitra tor shall apply the rules of the arbitration organization selected, as appli cable tomatters relating to evidence and discovery, not the federal or any state rules of civil pro ce -dure or rules of evidence. The arbitrator’s decision shall be final and binding, except for anyrights of appeal provided by the FAA or if the amount of the award exceeds US $100,000,in which case either party can appeal that award to a three-arbitrator panel administered byNAF, AAA or JAMS, as applicable, which shall reconsider de novo any aspect of the initialaward requested by majority vote and whose decision shall be final and binding. The decisionof that three-person panel may be appealed as provided by the FAA. The costs of such anappeal shall be borne by the appellant regardless of the outcome of the appeal. Judgmentupon the award rendered by the arbitrator may be entered in any state or federal court inthe federal judicial district where your headquarters or your assets are located.

i. Confidential Proceedings. The arbitration proceeding and all testimony, filings,docu ments, and any information relating to or presented during the pro ceedings shall bedeemed to be confidential information not to be disclosed to any other party. All offers,promises, conduct, and statements, whether written or oral, made in the course of the nego -tiations, arbitrations, and proceedings to confirm arbitration awards by either party, itsagents, employees, experts or attorneys, or by the arbitrator, including any arbitration awardor judgment related thereto, are confidential, privileged, and inadmissible for any purpose,including impeachment or estoppel, in any other litigation or proceeding involv ing any ofthe parties or non-parties, provided that evidence that is otherwise admissible or discover -able shall not be rendered inadmissible or non-discoverable as a result of its use in thenegotiation or arbitration.

j. Split Proceedings for Equitable Relief. Either you or we may seek equitable reliefin arbi tration prior to arbitration on the merits to preserve the status quo pending com ple -tion of such process. This section shall be enforced by any court of competent jurisdiction,and the party seeking enforcement shall be entitled to an award of all costs, including legalfees, to be paid by the party against whom enforcement is ordered. Except as otherwiseprovided in Section 2.7.c. above, if any portion of this Section 2.7 (other than Section 2.7.c.or 2.7.d) is deemed invalid or unenforceable, it shall not invalidate the remaining portionsof this Section 2.7, the Agreement, or any predecessor agreement you may have had withus, each of which shall be enforceable regardless of such invalidity.

k. Costs of Arbitration Proceedings. You will be responsible of paying your share, ifany of the arbitration fees (including filing, administrative, hearing and/or other fees) pro -vided by the Arbitration Rules, to the extent such fees do not exceed the amount of the filingfees you would have incurred if the Claim had been brought in a state or federal court thatwould have jurisdiction over the Claim located in the federal judicial district where yourheadquarters is located. We will be responsible for paying the remainder of any arbitrationfees. At your written request we will consider in good faith making a temporary advance ofall or part of your share of the arbitration fees for any Claim you initiate as to which youor we seek arbitration. You will not be assessed any arbitration fees in excess of your shareif you do not prevail in any arbitration with us.

2.8. Miscellaneous

a. Confidentiality. You must keep confidential and not disclose to any third party theprovi sions of the Agreement and any information that you receive from us that is notpublicly available.

b. Proprietary Rights and Permitted Uses. Neither party has any rights in the otherparty’s Marks, except as otherwise expressly specified in the Merchant Regulations, norshall one party use the other party’s Marks without its prior written consent, except that wemay use your name, address (including your website addresses or URLs), and customerservice telephone numbers in any media at any time.

c. Your Representations and Warranties. You represent and warrant to us that: (i) youare duly organized, validly existing, and in good standing under the laws of the juris dic tionin which you are organized; (ii) you are duly qualified and licensed to do business in alljurisdictions in which you conduct business; (iii) you have full authority to enter into theAgreement and all necessary assets and liquidity to perform your obligations and pay yourdebts hereunder as they become due; (iv) there is no circumstance threatened or pendingthat might have a material adverse effect on your business or your ability to perform yourobligations or pay your debts hereunder; (v) you are authorized to enter into this Agreementon behalf of your Establishments and Affiliates, including those indicated in this Agree -ment, and the individual who signs this Agreement or otherwise enters into it has authorityto bind you and them to it; (vi) you are not (1) listed on the U.S. Depart ment of Treasury,Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List(available at www.treas.gov/ofac), (2) listed on the U.S. Department of State’s TerroristExclu sion List (available at www.state.gov), or (3) located in or operat ing under licenseissued by a jurisdiction identified by the U.S. Department of State as a sponsor of inter -

national terrorism, by the U.S. Secretary of the Treasury as warranting spe cial measures dueto money laundering concerns, or as noncooperative with interna tional anti-money laun -dering principles or procedures by an intergovernmental group or organi za tion of which theUnited States is a member; (vii) you have not assigned to any third party any payments dueto you under this Agreement; (viii) all information that you provided in con nection withthis Agreement is true, accurate, and complete; and (ix) you have read this Agreement andkept a copy for your file. If any of your represen ta tions or warranties in this Agreementbecomes untrue, inaccurate, or incomplete at any time, we may immediately terminate thisAgreement in our discretion.

d. Compliance with Laws. You shall comply with all applicable laws, regu lations, andrules.

e. Governing Law; Jurisdiction;Venue. The Agreement and all Claims are governed byand shall be construed and enforced according to the laws of the State of New York with outregard to internal principles of conflicts of law. Notwith standing the immedi ately precedingsentence, the parties agree that an electronic transmission contemplated here under is beingprovided in connection with a transaction affecting interstate commerce that is subject tothe federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §1700 etseq. (E-Sign Act). The parties intend that the E-Sign Act apply to the fullest extent possibleto validate their ability to electronically transmit and electronically com mit to be bound bythe obligations and form assent described in the Merchant Regula tions and releases ofscheduled changes therein. Subject to Section 2.7, any action by either party hereundershall be brought only in the appropriate federal or state court located in the County andState of New York. Each party consents to the exclusive jurisdiction of such court and waivesany claim of lack of jurisdiction or forum non conveniens.

f. Interpretation. In construing the Agreement, unless the context requires otherwise:(i) the singular includes the plural and vice versa; (ii) the term “or” is not exclusive; (iii)the term “including” means “including, but not limited to”; (iv) the term “day” means“calendar day”; (v) any reference to any agreement (including the Agreement), instrument,con tract, policy, procedure, or other document refers to it as amended, sup plemented,modified, sus pended, replaced, restated, or novated from time to time; (vi) all captions,headings, and similar terms are for reference only; and (vii) where specific language is usedto illustrate by example or clarify a general statement such specific language shall not beinterpreted to modify, limit, or restrict the construction of the general statement. To theextent pos sible, these General Provisions, the provisions of Schedule A, and the provisionsof the Merchant Regulations shall be interpreted to give each their full effect. However, if aconflict is deemed to exist between them, then that conflict shall be resolved in the followingorder of precedence: Schedule A and any accompanying exhibits shall control over theseGeneral Provisions or the Merchant Regulations (or both) and the Merchant Regulationsshall control over these General Provisions.

g. Assignment. You shall not assign the Agreement, whether voluntarily or by oper a tionof law (including by way of sale of assets, merger, or consolidation), without our priorwritten consent. Any purported assignment by operation of law is voidable in our sole dis -cre tion. We may assign the Agreement without your consent. Except as otherwise specifiedherein, the Agreement binds, and inures to the benefit of, the parties and their respectivesuccessors and permitted assigns.

h. Waiver; Cumulative Rights. Either party’s failure to exercise any of its rights underthe Agreement, its delay in enforcing any right, or its waiver of its rights on any occa sion,shall not constitute a waiver of such rights on any other occasion. No course of dealing byeither party in exercising any of its rights shall constitute a waiver thereof. No waiver of anyprovision of the Agreement shall be effective unless it is in writing and signed by the partyagainst whom the waiver is sought to be enforced. All rights and remedies of the parties arecumulative, not alternative.

i. Savings Clause. Other than as set forth in the last sentence of Section 2.7.c of theGeneral Provisions, if any provision of the Agreement is held by a court of competent juris -dic tion to be illegal or unenforceable, that provision shall be replaced by an enforceableprovision most closely reflecting the parties’ intentions, with the balance of the Agreementremaining unaffected.

j. Amendments. We reserve the right to change the Agreement at any time (includingby amending any of its provisions, adding new provisions, or deleting or modifying exist -ing provisions) on at least ten days’ prior notice to you, pro vided that we shall change theMerchant Regulations pursuant to the follow ing provisions. You agree to accept all changes(and further to abide by the changed provisions in the Merchant Reg ulations) as a conditionof your agreement to accept the Card. We are not bound by any changes that you proposein the Agree ment, unless we expressly agree in a writing signed by our authorized represen -tative. An e-mail does not constitute such a signed writing.

1. Scheduled Changes. The Merchant Regulations are published twice each year, inApril and October. We have the right to, and hereby notify you that we may, change thepro vi sions of the Merchant Regulations in scheduled releases (sometimes called “Notifi -cation of Changes” in our materials) as follows:

• a release of scheduled changes, to be published every April, which changes shall takeeffect in the following October (or in a later) edition of the Merchant Regula tions orduring the period between two editions of the Merchant Regulations, and

• a release of scheduled changes, to be published every October, which changes shalltake effect in the following April (or in a later) edition of the Merchant Regulationsor during the period between two editions of the Merchant Regulations.

Where a change is to take effect during the period between two editions of the Mer chantRegulations, we shall also include the change in the edition of the Merchant Regulationscovering the period during which the change shall take effect, noting the effective dateof the change therein.



2. Unscheduled Changes. We also have the right to, and hereby notify you that wemay, change the provisions of the Merchant Regulations in separate unscheduled releases,which generally shall take effect ten days after notice to you (unless another effective dateis specified in the notice).

k. Entire Agreement. The Agreement is the complete and exclusive expres sion of theagreement between you and us regarding the subject matter hereof and supersedes anyprior contemporaneous agreements, understandings, or courses of dealing regarding thesubject matter hereof.

l. Disclaimer of Warranties. WE DO NOT MAKE AND HEREBY DIS CLAIM ANYAND ALL REPRESENTATIONS, WARRANTIES, AND LIABILITIES, WHETHER EXPRESS,IMPLIED, OR ARISING BY LAW OR FROM A COURSE OF DEALING OR USAGE OFTRADE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FORA PARTICULAR PUR POSE OR ANY WARRANTY OF TITLE OR NON-INFRINGEMENT.

m. No Third-Party Beneficiaries. The Agreement does not and is not intended to conferany rights or benefits on any person that is not a party hereto and none of the provisionsof the Agreement shall be enforceable by any person other than the parties hereto, theirsuccessors and permitted assigns.

n. Press Releases. You shall not issue any press release or make any public announce -ment (or both) in respect of the Agreement or us without our prior written consent.

o. Independent Contractors. You and we are independent contractors. No agency,partnership, joint-venture, or employment relationship is created between the parties by theAgreement. Each party is solely responsible for its own acts and omissions and those of itsrespective agents, employees, representatives, and sub contractors in connection with theAgreement.

AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.

By:

Kim C. Goodman PresidentMerchant Services, Americas

SCHEDULE AOther Important Provisions for Card Acceptance

American Express OnePoint Program

1. Overview of American Express OnePoint Program

a. Eligibility; Transition to Our Standard Card Acceptance Program. Our AmericanExpress OnePoint Program provides integrated Card acceptance services to eli gible Entitiesthrough our agents, including First Data Merchant Services Corporation. If you do notqualify for this program, you may be enrolled in our standard American Express Cardacceptance program, which has different servicing terms (e.g., different speeds of pay ment);you may terminate the Agreement if you do not wish to so be enrolled. If you become ineli -gible for our American Express OnePoint Program, we will transition you to our standardAmerican Express Card acceptance program upon forty-five day’s prior notice, unless youopt-out of that transition by notifying our agent in writing no later than fifteen days priorto the effective date of transition.

b. Program Services. We may perform our obligations and exercise our rights under theAgreement directly or through our agents. Since we are acting through our agent in manyinstances under the Agreement, the terms we, our, or us also may refer to our agent above,as the context requires. Please direct all inquiries and notices under the American ExpressOnePoint Program to our agent:

First Data Merchant Services Corporation.

c. Merchant Regulations. The Merchant Regulations set forth the policies and proceduresof our standard American Express Card acceptance program. The provisions of this ScheduleA describe the different terms that apply to you under the American Express OnePointProgram and take precedence over the corresponding provisions of the Merchant Regula -tions. For example, since Entities classified in certain industries do not qualify for theAmerican Express OnePoint Program, references in the Merchant Regulations to those indus-tries may not apply to you. Please contact our agent for a copy of the Merchant Regulationsand with any questions about specific industries under the program.

2. Doing Business With American Express

a. Certain American Express Terms Not Applicable. Our Online Merchant Services,the terms applicable to Corporate Purchasing Cards, and our Monthly Flat Fee option arenot avail able to you under the American Express OnePoint Program. During your partici -pation in the program, you are not required to configure your systems to communicatedirectly with our systems and you must not provide Payment Services or otherwise act asa Payment Service Provider.

b. Merchant Number; Your Merchant Information. Under the American ExpressOnePoint Program, you will not receive a standard American Express Merchant Number.Our agent will instead assign a unique OnePoint Program “merchant” or “account” numberto your Establishment; if you have more than one Establishment (or a sales channel forInternet Orders), it may assign to each a separate number. You will need that number eachtime you call our agent under the American Express OnePoint Program. (If you are enrolledin or transition to our standard Card acceptance program, we (not our agent) will assignyou a standard American Express Merchant Number.) You must notify our agent of any

changes in your business and banking information and any closings of your Establish ments.Our agent may verify and disclose information about you, including by requesting reportsabout you and the person signing your application to accept the Card.

3. Authorization

During your participation in the American Express OnePoint Program, you must initiate anAuthorization for each Charge according to the Authorization procedures of our agent andcontact our agent about all Authorization responses. You must obtain from and submit toour agent an Authorization Approval code for all Charges. Authorization does not guar anteethat we or our agent will accept the Charge without exercising Chargeback, nor is it aguarantee that the person making the Charge is the Cardmember or that you will be paid.

4. Submission

During your participation in the American Express OnePoint Program, you must submitCharges and Credits electronically to our agent according to its Submis sion procedures underthe OnePoint Program “merchant” or “account” number of the Establishment where theCharge or Credit originated. You must not submit Charges and Credits on paper.

5. Settlement

a. Settlement Amount. Our agent will pay you according to your payment plan, asdes cribed below, in U.S. dollars for the face amount of Charges submitted from yourEstablishments less all applicable deductions, which may include: (i) the Discount, (ii) anyamounts you owe us or our Affiliates, (iii) any amounts for which we have Chargebacks,and (iv) any Credits you submit. Our agent will subtract the full amount of all applicabledeductions from this payment to you (or debit your Demand Deposit Account), but if itcannot, then you must pay it promptly upon demand.

b. Discount. Your initial Discount and other fees and assessments are indi cated in theAgree ment or otherwise provided to you in writing by our agent. We or our agent mayadjust any of these amounts and may change any other amount charged to you for acceptingthe Card. We or our agent may charge you different Discount Rates for Charges submit tedby your Establishments that are in different industries. We or our agent will notify you ofsuch fees, such adjustments and charges, and assessments and any different Discount Ratesor Transactions fees that apply to you.

c. Payment Plan. During your participation in the American Express OnePoint Program,the terms of your payment plan (e.g., speed of payment, payment and reconciliation options)with our agent govern settlement payments to you. Our agent will send payments forCharges from your Establishments according to your payment plan to your Demand DepositAccount that you designate to it. You must notify your bank that we, through our agent, willhave access to your account for debiting and crediting the Demand Deposit Account.

6. Protecting Cardmember Information

You must notify our agent immediately if you know or suspect that Cardmember Infor -mation has been accessed or used without authorization or used other than in accordancewith the Agreement. You must promptly provide to us and our agent all Card Numbersrelated to the data incident and audit reports of the data incident, and you must work withus and our agent to rectify any issues arising from the data incident, as specified in theMerchant Regulations.

7. Risks Evaluation

a. Prohibited/High Risk Merchants and Activities. Entities classified in certainindustries or accepting Transactions for certain prohibited activities do not qualify for theAmerican Express OnePoint Program, but may qualify for our standard American ExpressCard accept ance program. Please contact our agent with any questions about those riskevalua tion procedures under the program.

b. Protective Actions. Our agent may take actions to protect our rights or those of anyof our Affiliates on our behalf. For example, the determination to establish a Reserve maybe triggered by events identified by our agent and may include requiring you to depositfunds or other collateral with us or our agent, changing the speed of payment for Charges,exercising immediate Chargeback, and charging you fees for Disputed charges. Our agentmay establish the Reserve; increase the Reserve from time to time; make deductions andwith hold from, and recoup and offset against the Reserve any amounts owed under theAgreement; and terminate the Agreement on our behalf. Our agent will inform you if aReserve is established. You must provide to our agent promptly, upon request, informationabout your finances, creditworthiness, and operations, including your most recent certifiedfinancial statements. You must notify our Agent immediately of the occurrence of any eventdescribed in Section 2.3.b vii of the General Provisions.

8. Inquiries and Chargebacks

During your participation in the American Express OnePoint Program, our agent’s proce -dures for Inquiries, Disputed Charges, and Chargebacks govern the Disputed Charge process,provided that nothing therein waives our Chargeback rights under the Agreement. Our agentmay Chargeback by deducting, withholding, recouping from, or offsetting against our pay -ments to you (or debiting your Account), or our agent may notify you of your obligationto pay us (through our agent), which you must do promptly and fully. Our or our agent’sfailure to demand payment does not waive our Chargeback rights.

SCHEDULE BIntentionally Omitted

SCHEDULE CIntentionally Omitted



Terms and Conditions

THESE ARE THE TERMS AND CONDITIONS (“Agreement”) APPLICABLE TO THEPURCHASE AND SALE OF WEBSITE RELATED SERVICES AMONG YOU (“Customer,”“you” or “your”) AND WEBSITE ESSENTIALS GROUP, INC. (“Website Essentials,” “us”,“we” or “our”). FOR PURPOSES OF THIS AGREEMENT, THE SERVICES INCLUDESELECT PRODUCT FEATURES AND OPTIONAL ADD-ON SERVICES SUCH AS E-COMMERCE OR AD VANCED WEBSITE OPTIONS. IF CUSTOMER ORDERS THESERVICES ONLINE, CUS TOMER SHALL BE DEEMED LEGALLY BOUND BY THESETERMS AND CONDITIONS UPON PLACING AN ORDER FOR SERVICES. IF CUSTOMERORDERS THE SERVICES BY TELEPHONE AND DOES NOT AGREE TO BE LEGALLYBOUND BY THESE TERMS AND CONDITIONS, CUSTOMER MAY NOTIFY WEBSITEESSENTIALS, WITHIN THREE (3) DAYS FROM THE DATE WEBSITE ESSENTIALS SENDSA WELCOME E-MAIL TO THE LAST KNOWN CUSTOMER CONTACT E-MAIL ADDRESS,THAT CUSTOMER DESIRES TO CANCEL THE SERVICES, AND THE SERVICES WILL BECANCELED, A REFUND OF ANY FUNDS ALREADY PAID WILL BE ISSUED, AND THEREWILL BE NO FURTHER OBLIGATIONS BY EITHER PARTY. FAILURE TO NOTIFYWEBSITE ESSENTIALS OF CANCELLATION WITHIN THE AP PLICABLE TIME PERIODSSHALL BE DEEMED TO INDICATE THAT CUSTOMER HAS READ AND UNDERSTOODTHESE TERMS AND CONDITIONS, AND AGREES TO BE BOUND BY THEM.

CUSTOMER MAY ELECT TO PURCHASE ADDITIONAL SERVICES FROM WEBSITEESSENTIALS, OR ITS PARTNERS AND/OR OTHER THIRD PARTIES, WHICH HAVETHEIR OWN TERMS AND CONDITIONS AGREEMENTS AND ACCEPTABLE USEAGREEMENTS, ASIDE FROM THIS AGREEMENT. THOSE AGREEMENTS SHOULD BEPRESENTED TO YOU AT THE TIME OF PURCHASE AND/OR ACCOUNT LOGIN, ANDIT IS YOUR OBLIGATION TO REVIEW, ACCEPT AND ABIDE BY THOSE AGREEMENTSAS WELL AS THIS AGREEMENT. TERMS AND CONDI TIONS FOR ALL OF WEBSITEESSENTIALS’ SERVICES CAN BE FOUND AT:http://www.web.com/Legal /Default.aspx.

1. Services. Subject to Customer’s compliance with this Agreement, Website Essentialswill pro vide Customer with the following services (the “Services”): Website Essentials willbuild an online con version page (the “Website”) to display basic information about Cus -tomer, whereby such information is to be provided by Customer. Website Essentials shallhost the Website on a net work server accessible by the Internet via an assigned UniversalResource Locator (“URL”) subdomain and register the Website URL with several WorldWide Web Search Engines. You hereby grant to Website Essentials and its subcontractorsthe necessary rights and licenses with respect to such Website to carry out obligations underthis Agreement and to make a reasonable number of archival or back-up copies as deemednecessary by Website Essentials. Service commencement is initiated on the basis of a recordedorder verification and begins on the date that the Website is up and avail able on the Internet.This is the Website “origination date” or “active date.”

2. Payment. Customer shall pay Website Essentials for the Services provided. If Customerhas provided billing information sufficient to commence automatic billing, Website Essentialswill bill customer automatically in accordance with the applicable billing frequency. IfCustomer exceeds stated limits for any part of the Services, additional fees may apply basedon posted rates. All rates are stated net of all applicable federal, state, and local taxes. AllService fees are nonrefundable. On any amounts not paid when due, Customer agrees to payinterest at the rate of 1.5% per month (18% per year) or, if such rate is in excess of the rateallowed by law, then Customer agrees to pay the highest rate allowed by law. In addition,Customer agrees to pay all costs of collection, including costs of litigation and reasonableattorneys’ fees. Customer agrees to execute financing statements and other instruments atWebsite Essentials’ request. A $20 (Twenty U.S. Dollars) collection fee will be charged for alldishonored checks. A $15 (Fifteen U.S. Dollars) fee will be assessed for the following reasons:(a) late payment, (b) payment with insufficient funds, (c) denied or invalid credit cardnumber, or (d) restart of Service terminated for nonpayment. Payment is late after the fifth(5th) day of the month. Website Essentials may change any fee, rate, or plan at any timewithout notice to Customer. Website Essentials reserves the right to adjust its hosting feesfrom time to time without prior notice to Customer.

a) THE FOLLOWING SECTION 2(a) APPLIES TO ANY CUSTOMER UTILIZING AMERCHANT ACCOUNT: Customer hereby agrees to be billed and pay for Services ona recurring annual, quarterly, or monthly basis at the agreed rate specified in the WelcomeE-mail. If Customer exceeds stated limits for any part of the Services, additional fees mayapply based on posted rates. Payment will be made via a recurring monthly, quarterlyor annual charge to the Customer’s bank account through which fees and charges relatedto Customer’s merchant account transactions are assessed, or to another payment methodimplemented pursuant to paragraph 2(a)(i) below (“Account”). You agree that yourmerchant account service provider (the “Merchant Account Service Provider”) mayprovide Account information in confidence to Website Essentials and that the MerchantAccount Service Provider may bill you, and collect from your bank account for theServices provided hereunder. Customer shall pay the full monthly rate for the Services,regardless of the date of commencement or cancellation of the Services. All rates arestated net of all applicable federal, state and local taxes. The Services provided by WebsiteEssentials is billed in arrears. The Website Services Fee will appear on the Account state -ment. The fee description on the statement provided by the Merchant Account ServiceProvider will refer to website fees. Only valid Accounts may be used for orders for theServices, and all refunds will be credited to the same Account. By submitting your orderfor processing, you authorize us to charge your order (including taxes and any amountsshown to you before submission) to your Account. If your Account cannot be verified,

is invalid, or is not otherwise accept able, your order will be suspended auto matically.Customer may purchase multiple product(s) or services from Website Essentials. Costsfor these various Services (each cov ered by its own separate Terms and Conditions) shallbe aggregated and billed as a single fee to the Account.

i. In the event that Customer no longer has a valid merchant account, or the MerchantAccount Service Provider requests that Website Essentials bill the customer directlyfor the Services, the Customer can choose to continue the Services by paying theappropriate monthly, quarterly, or annual fees via Credit Card or ACH Bank Draftas will be auth orized by voice recording or otherwise. Cus tomer shall pay WebsiteEssentials for the Services provided. All rates are stated net of all applicable federal,state, and local taxes.

ii. Customer further agrees to release the Merchant Account Service Provider from anyand all claims in any way related to the billing and/or collecting of the fees andcharges related to Website Essentials and the Services hereunder.

3. Representations and Warranties. Customer shall be responsible for the following:

a) Providing Website Essentials with all necessary information, data, text, music, sound,images, photographs, graphics, video, messages, tags and custom images (including, butnot limited to, design, pamphlets, brochures, logos, and other images) and other mater -ials (“Content”) in connection with development of the Website other than that whichis supplied by Website Essentials.

b) Contacting Website Essentials for all changes, modifications, and enhancements to theWebsite and/or Services starting from the date of sale.

c) Contacting Website Essentials with notice of Customer’s decision to cancel or discontinuethe Services. IF NO SUCH NOTIFICATION IS GIVEN TO WEBSITE ESSENTIALSBY CUSTOMER, WEBSITE ESSENTIALS WILL ASSUME CUSTOMER IS SATIS -FIED WITH AND ACCEPTS THE SERVICES, AND WEBSITE ESSENTIALS WILLBILL THE SERVICE FEES DIRECTLY TO CUSTOMER’S TELEPHONE BILL,CREDIT CARD, AUTOMATED CLEARING HOUSE (ACH) OR ACCOUNT.

d) Obtaining Internet connectivity to access the Website, to send and receive e-mail, andto otherwise access and utilize the Internet.

e) To the extent Customer gathers any personal information about visitors to the Website,Customer will not share that personal information with any third party without firstobtaining a visitor’s consent.

f) Providing current and updated contact information (including e-mail address and faxnumber) for Website Essentials’ use in contacting Customer concerning the Website.

g) Customer represents to Website Essentials that Customer is at least eighteen years oldand is responsible for supervising the activities of any under-age user.

h) Ensuring that Content provided by Customer does not infringe or violate the Intellec -tual Property rights (including, but not limited to, trademarks, trade names, copyrights,patents, domain registration rights, and trade secrets) or any other right of any third party(including, but not limited to, rights of privacy and contractual rights), and acquir ing anyauthorization(s) necessary to use intellectual property or other proprietary informationof third parties.

i) Ensuring the accuracy of materials provided to Website Essentials, including, withoutlimitation, Content, descriptive claims, warranties, guarantees, nature of business, andcontact information for the Customer.

j) Ensuring that Customer’s use of the Services shall in all respects conform to all applicablestate, federal and local laws, rules, and regulations.

4. Website and Content Ownership. As between Customer and Website Essentials,all Content provided by Customer to Website Essentials for inclusion to the Website shallremain the sole and exclusive property of Customer. Customer acknowledges that allContent is owned by Customer or that Customer has a legal right to such Content. Withthe exception of Customer’s ownership interest as identified in the previous two sentences,ownership inter est to the Website, including, but not limited to, the URL address, HTMLcoding, scripting, copyrights, domain name(s), and all other intellectual property rights,shall remain exclu sively with Website Essentials. Upon termination of the Services, shouldCustomer desire to obtain the proprietary, copyright, or ownership rights to the Website,Customer must obtain express, written permission from Website Essentials, and Customershall compensate Website Essentials a royalty fee of twelve (12) times the then-currentmonthly fee received by Website Essentials for the Service as compensation for assignmentof the proprietary rights to the Website. Such ownership or proprietary rights assignmentshall be limited to the actual URL address, Website and its under lying HTML script orcoding as developed for Customer by Website Essentials, but shall not include any rights toWebsite Essentials’ software, trade secrets, methodologies, processes, proprietary functions,know-how, and all intellectual property including, but not limited to, all copyrights, trade -marks, patents, and trade secrets related to Website Essentials’ products or services, whichshall remain the sole and exclusive property of Website Essentials and its suppliers, affiliates,partners, and licensors.

5. Acceptable Use. Customer will use the Services in accordance with Website Essentials’Acceptable Use Policy, and in a manner which does not interfere with or disrupt othernetwork users, services, or equipment. Website Essentials reserves the right to terminate orsuspend Services without notice if such interference is determined by Website Essentials toexist. Such interference or disruption includes, but is not limited to:

Website Essentials AgreementDocuSign Envelope ID: 2EAFBE4F-F601-4231-89E5-A45120D41FA3


a) scale distribution of messages, including bulk e-mail or unsolicited spam e-mail, or wide-scale distribution of messages to inappropriate mailing lists, newsgroups, or other publicor private forums,

b) propagation of computer worms or viruses, and

c) use of the network to make unauthorized entry to other computational, informa tion,or communications devices or resources. This includes unauthorized security probingactivities or other attempts to evaluate the security integrity of a network or host systemwithout permission.

6. Infringing Domain Name or Website Content. Website Essentials reserves theright to deny, terminate, or suspend Services without notice if, in Website Essentials’ solediscretion, the Services are used by Customer in a manner that violates or may violate thefollow ing standards, and Website Essentials reserves the right to reject, alter, modify, orremove the Website, Website domain name, URL address, or any Content (including, butnot limited to, any lan guage, words, text, photographs, designs, drawings, graphics, images,symbols, or logos) which Website Essentials in its sole discretion deems to be:

a) An infringement on or a mechanism designed to facilitate the infringement of a proprietyinterest of any third party, including without limitation, any copyright, trademark,domain registration right, trade secret, or patent right. By using the Services, Customerrepresents and warrants that any name or word submitted to be used as all or part ofthe URL associated with the Website does not infringe any trademark or domain namerights of any third party. Moreover, Customer warrants that it has a present good faithintention to use the URL it requests in connection with a commercial or personal en -deavor and that it is not merely “cybersquatting,” i.e., obtaining the URL merely toattempt to sell the rights to the URL or sub domain to some third party.

b) In violation of any federal, state, county, and municipal laws, regulations, govern mentalagency orders, and court orders.

c) Offensive, including without limitation, bigotry, racism, discrimination, hatred, or pro -fanity; is disparaging, defamatory, libelous, or results in an invasion of privacy; promotesor provides instructional information about illegal activities or physical harm or injuryto any group, individual, institution or property; or infringes on a proprietary interestof any third party, including without limitation, any copyright, trademark, domainregistration right, trade secret or patent right; or may violate any federal, state, county,and municipal laws, regulations, governmental agency orders, and court orders; or

d) States or implies that the Website is placed by Website Essentials or any party with acon tractual relationship with Website Essentials, or that such parties endorse the Cus -tomer’s products or services.

e) Pornographic or obscene. Website Essentials neither sanctions nor permits Content orthe trans mission of data that contains illegal or obscene material or fosters or promotesillegal activity. Website Essentials reserves the right to immediately suspend or terminateany site or transmission that violates this policy, without prior notice. In the event ofsuch termi nation, Customer agrees that the unused portion of any fees Customer mayhave paid for any Services rendered to Customer by Website Essentials are an appro -priate recompense to Website Essentials for the time required to respond to and addressissues created by Customer’s illegal or obscene Content, and Customer agrees not toseek recovery of those fees. Further, should Customer violate this policy, WebsiteEssentials will actively assist and cooperate with law enforcement agencies and govern -ment authorities in collecting and tendering information about Customer, the Website,the illegal or obscene Content, and those persons that may have inappropriately accessed,acquired, or used the illegal or obscene Content.

f) Violent or encouraging violence.

g) Disparaging, defamatory, libelous, or resulting in an invasion of privacy.

h) Promotion or providing of instructional information about illegal activities or physicalharm or injury to any group, individual, institution or property, or encouraging illegalor criminal conduct.

i) Promotion or facilitation of, or engaging in, consumer deception or fraud, drug use,drug dealing, pyramid schemes, gambling, or any other illegal activities.

j) Intentional holding of Website Essentials (including its affiliates) or their employees orstock holders up to public scorn, ridicule, or defamation.

k) Contains any viruses, Trojan horses, worms, time bombs, cancel bots, or other computerprogramming routines that are intended to damage or interfere with any system, dataor personal information.

7. Term and Termination. This Agreement shall automatically renew for suc ces siveterms unless terminated. Website Essentials may terminate this Agreement immediatelyand without notice to Customer for any reason. Customer may terminate the Services uponseventy-two (72) hour notice by calling Website Essentials customer service. Your termina -tion request may be recorded. Upon termination, Customer may receive a final bill reflectingthe balance due for any remaining charges. Customer agrees to pay all fees incurred byCustomer and billed to Customer pursuant to the applicable billing arrangement. Sections2, 3, 4, 5, and 8 through 17 will survive termination of this Agreement.

8. Warranty Disclaimer. Except as expressly provided in this Agreement, the Servicesare provided “as is,” and Website Essentials expressly disclaims all warranties and conditionsof any kind, express, implied, or statutory, including, without limitation, the impliedwarranties of title, noninfringement, merchantability, and fitness for a particular purpose.Interruption of Service: You hereby acknowledge and agree that Website Essentials willnot be liable for any temporary delay, outages or interruptions of the Services. Each party

acknowledges that it has not entered into this Agreement in reliance upon any warranty orrepresentation except those specifically set forth herein. Website Essentials will not be liableto any third parties for any direct, incidental, or consequen tial losses or damages suffered bysuch third parties for any reason, whether foreseeable or not, including, without limitation,damages for loss of profits, loss of income or earnings, loss of business opportunities, injury,or other loss or damage resulting directly or indirectly out of or in connection with theService, or through use of the Website. The foregoing shall apply despite any negligence,misconduct, errors, or omissions by Website Essentials, including without limitation itsemployees, representatives, agents, or technical operations. Customer assumes sole respon -sibility for:

a) acquiring any authorization(s) necessary to use intellectual property (including, butnot limited to, copyrights and trademarks) or information of third parties;

b) acquiring any authorization(s) necessary for hypertext links to third party websites;

c) the accuracy of materials provided to Website Essentials, including, without limitation,website content, descriptive claims, warranties, guarantees, nature of business, andcontact information for the Customer; and

d) ensuring that the Website content provided by Customer does not infringe or vio late theintellectual property rights or any other right of any third party. Website Essentials shallhave no liability and shall be held harmless for any content pro vided by Customer thatinfringes or violates any rights of third parties, including, without limitation, rights ofpublicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.Website Essentials disclaims any responsibility for any content, goods, and services avail -able through the Website, or the quality or accuracy of any information in the Website.Website Essentials will not en dorse, warrant, or guarantee any product or service offeredthrough the Website, and will not be a party to or in any way monitor any transactionbetween Customer and third-party purchasers of products or services resulting from theServices or use of the Website, including, without limitation, all sales of goods or services,credit card transactions, banking or securities transactions, or any business, service, ormerchandise agreements. WEBSITE ESSENTIALS DISCLAIMS ANY AND ALL EXPRESSOR IMPLIED WAR RAN TIES TO THIRD PARTY USERS OF THE WEBSITE, INCLUD -ING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESSFOR A PAR TICULAR PUR POSE, TITLE, AND NONINFRINGEMENT.

9. Indemnity. Customer agrees to defend, indemnify, and hold harmless Website Essentialsand each of Website Essentials’ officers, directors, employees, agents, and affiliates from,against, and in respect of: (i) any and all losses, damages or deficiencies resulting from anythird party claim against Website Essentials in connection with the Website (including, butnot limited to, Content) or the URL (ii) any and all losses, costs (including reasonableattorney’s fees), expenses, damages, assessments, or judgments (collectively, “Liabil ities”),resulting from any claim against any of such parties in connection with the Website, (iii)any claim or demand, in cluding reasonable attorneys’ fees, made by any third party due toor arising out of Content and (iv) all costs and expenses incident to any and all actions,suits, proceedings, claims, demands, assessments, or judgments in respect thereof regardlessof the merit thereof, including Website Essentials’ reasonable legal fees and expenses(whether incident to the foregoing or to Website Essentials’ enforcement of said rights ordefense and indemnity).

10. Limitation of Liability. WEBSITE ESSENTIALS’ LIABILITY HEREUNDER SHALLNOT EXCEED THE LESSER OF THE AMOUNT PAID BY CUSTOMER TO WEBSITEESSENTIALS DURING THE THREE (3) MONTH PERIOD BEFORE THE ACTION AROSEOR THE TOTAL COST OF SERVICES. WEBSITE ESSENTIALS SHALL NOT BE LIABLE FOR(A) ANY LOSS OF USE, LOSS OF DATA, OR INTERRUPTION OF BUSINESS OR (B) ANYINDIRECT, SPECIAL, INCI DENTAL, CONSEQUENTIAL, OR PUNITIVE DAM AGES OFANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), REGARDLESS OFTHE FORM OR ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLI GENCE),STRICT LIABILITY, OR OTHERWISE, EVEN IF WEBSITE ESSENTIALS HAS BEEN ADVISEDOF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AC KNOWLEDGES THAT THESELIMITATIONS ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT, AND ABSENT SUCHLIMITATIONS, WEBSITE ESSENTIALS WOULD NOT ENTER INTO THIS AGREEMENT.

11. Prohibited Transactions. Customer warrants that Customer is not, nor is Customeracting on behalf of any person or entity that is, prohibited from engaging in transactionswith U.S. citizens, nationals or entities under applicable U.S. law and regulation including,but not limited to, regulations issued by the U.S. Office of Foreign Assets Control (“OFAC”).In addition, Customer is not, nor is Customer acting on behalf of any person or entity thatis, a Specially Designated National (“SDN”), as OFAC may so designate from time to time.In addition to all other rights and remedies available to Website Essentials under thisAgreement, and at law and in equity, Customer’s breach of this section shall result inimmediate termination of the Agreement and forfeiture of any and all Services or amountspreviously provided, paid and/or owed to Customer under this Agreement.

12. Governing Law. This Agreement shall be governed by the laws of the State of Florida,without giving effect to principles of conflict of laws contained herein. Customer agreesthat any judicial proceeding for the breach of or enforcement at law or equity of this Agree -ment or any provision hereof shall be instituted only in a federal or state court of competentjurisdiction in the city of Jacksonville and the State of Florida, and Customer consents tothe jurisdiction of such court, and waives the right to challenge the jurisdiction of suchcourt on grounds of lack of personal jurisdiction or to seek a change of venue. This Agree -ment constitutes the entire agreement of the parties relative to its subject matter, and shallnot be waived, modified, or supple mented in whole or in part except in a writing signed bythe parties. If any provision of this Agreement is held invalid or unenforceable by any courtof competent jurisdiction, the remaining provisions shall continue in full force and effect.



13. Force and Effect. Any failure by Website Essentials to enforce any of its rights underthis Agreement or any applicable laws shall not constitute a waiver of such right. If anyprovision of this Agreement is found by a court of competent jurisdiction to be invalid,Customer, Website Essentials, and the court shall endeavor to give effect to the intent re -flected in that provision, and the remaining provisions shall retain their full force and effect.

14. Entire Agreement. This Agreement constitutes the entire agreement of the partiesrelative to its subject matter. Customer may not waive, modify or supplement, this Agree -ment in whole or in part, except for written permission or amendment by Website Essentials.Website Essentials reserves the right to unilaterally modify and revise the Agreement fromtime to time. Such modifications or revisions shall be provided to Customer via the Noticeprovisions set forth in Section 16 herein, and Customer shall be deemed to have accepted,and to be apprised of and bound by, any such modifications or revisions to the Agreement.

15. Notice. Notice to Customer shall be deemed effective when a) sent via e-mail to thelast known Customer contact e-mail address, or to the last known Customer fax number,or when deposited in first-class U.S. mail with sufficient postage attached addressed to thelast known Customer mailing address or b) posted at http://www.web.com/legal/terms-of-service/eworks.aspx or www.web.com/Legal/Default.aspx, as updated from time to time.Notices required to be given by Customer may be made by calling Website Essentials cus -tomer service.

16. Agencies and Partnership. This Agreement does not create any agency, employ ment,partnership, joint venture, franchise, or other similar or special relationship between youand Website Essentials. Neither party will have the right or authority to assume or createany obli gations or to make any representations, warranties or commitments on behalf of theother party or its affiliates, whether express or implied, or to bind the other party or itsaffiliates in any respect whatsoever.

17. Assignment; Successors. Customer may not assign or transfer this Agreement orany of its rights or obligations hereunder, without the prior written consent of WebsiteEssentials. Any attempted assignment in violation of the foregoing provision shall be nulland void and of no force or effect whatsoever. Website Essentials may assign its rights andobligations under this Agreement, and may engage subcontractors or agents in performingits duties and exercising its rights hereunder, without consent of the Customer. This Agree -ment shall be binding upon and shall inure to the benefit of the parties hereto and theirrespective successors and permitted assigns.



This TeleCheck/TRS Services Terms and Conditions (the “Agreement”) is entered by andbetween TeleCheck Services, Inc. (“TeleCheck”), TRS Recovery Services, Inc. (“TRS”) (ifappli cable) and Subscriber as indicated on the Merchant Processing Application and Agree -ment (“Subscriber”). TeleCheck will provide one or more of the following services (“Tele -Check Services”) as selected on the Merchant Processing Application. TeleCheck ElectronicCheck Acceptance® (“ECA®”) warranty service (“ECA Warranty Service”), paper warrantyservice (“Paper Warranty Service”), ECA Verification Service (“ECA Verification Service”),paper verification (“Paper Verification Service”), Checks by PhoneSM (“CBPSM”) warrantyservice (“CBP Warranty Service”), Checks by Phone verification service (“CBP Verifica -tion Service”), TeleCheck Internet Check Acceptance® (“ICA®”) warranty service (“ICAWarranty Service”), TeleCheck Internet Check Acceptance verification service (“ICAVerification Service”), Lockbox warranty service (“Lockbox Warranty Service”) orLockbox verification service (“Lockbox Verifica tion Service”), eDeposit war ranty service(“eDeposit Warranty Service”) or eDeposit non-warranty service (“eDeposit Service”).The term “Service Pro vider” shall mean TeleCheck. If Subscriber has selected to receiveECA Verification with TRS Collections Services, TRS, an affiliate of TeleCheck, will providethe collection services, and this Agreement shall then be applicable to TRS. The term“Service Provider” shall mean either TeleCheck or TRS, as applicable. Upon processingSubscriber’s first check through any of the TeleCheck® services or from the date Subscriberis entered into the TeleCheck system as a subscriber, whichever is earlier (the “EffectiveDate”), the terms and conditions of this Agreement, including payment and the MinimumMonthly Fee, shall apply from that point forward. Any of the TeleCheck services, including,without limitation, funds settle ment, billing and customer service, may be performed by oneor more of TeleCheck’s affiliates.

1.1. Term, Termination and Amendment. This Agreement shall be effective for aninitial term of 12 or 24 months from the Effective Date; provided, however, that Subscribermay terminate this Agreement if Subscriber gives and TeleCheck receives written notice oftermination within the first 30 days of the Agreement. Thereafter, this Agreement shallautomatically renew for successive 12 month terms until terminated as provided for herein.Subscriber may terminate this Agreement at the end of the initial term or any renewal termupon at least 30 days’ prior written notice to TeleCheck. TeleCheck reserves the right toamend, at its discretion, any rates, fees, addenda and/or the TeleCheck Operational Proce -dures, by providing Subscriber notice and such amendments shall be effective 30 days fromthe date notice is mailed to Subscriber. In the event TeleCheck changes the rates, fees orwarranty limits hereunder, Subscriber may terminate this Agreement upon written noticereceived by TeleCheck within such 30 day period. TeleCheck may terminate this Agreementat any time upon notice to Subscriber. Subscriber may terminate this Agreement at anytimeupon written notice if TeleCheck or TRS has failed to cure a material breach of this Agree -ment within 30 days following written notice of that breach given by Subscriber.

1.2. Definitions. As used in this Agreement, the following definitions apply: “ACHNetwork” means the Automated Clearing House Network, a processing and delivery systemthat provides for the distribution and settlement of electronic credits and debits. “Authori -zation Receipt” means the written authorization receipt, in the form approved by TeleCheck,signed by Consumer for each ECA Warranty Transaction or ECA Verification Transaction,as applicable. “Batch” means a collection of saved transactions transmitted to TeleCheckfor settlement processing. “Claim” means any claim, demand, directive, suit or other pro -ceeding, notice, damage, expense (including reasonable attorney’s fees), assess ment, fine orliability of any kind. “Consumer” means a person or entity that authorizes an Item.“Consumer Authorization Format” means the required format (including, without limita -tion, all verbiage for payment authorization, return item fees, check approvals and declines,etc.), provided by TeleCheck to Subscriber, as amended from time to time, for processingConsumer payments to Subscriber by an Electronic Item. “ECA Verification Transaction”or “ECA Warranty Transaction” means a transaction processed by TeleCheck under theECA Verification Service or ECA Warranty Service (as applicable), as an electronic fundstransfer, a remotely created check or a paper check for the contem poraneous purchase ofgoods or service by a Consumer at Subscriber’s physical location. “eDeposit WarrantyTransaction” or “eDeposit Transaction” means a check transaction processed by TeleCheckunder the eDeposit Warranty Service or the eDeposit Service (as applicable) for the contem -po raneous purchase of goods or service at Subscriber’s physical location, or for a checkmailed in for the purchase of goods or services. “Electronic Item Veri fication Transaction”or “Electronic Item Warranty Trans action” means a payment transaction which is pro -cessed as an Electronic Item under the applicable verification or warranty service, for thepurchase of goods or services by a Consumer; provided, however, if the service is ICAWarranty Service or CBP Warranty Service, the payment transaction must be for the contem -poraneous purchase of goods or services. “Item” means an outstand ing financial obligationpursuant to a paper check, electronic funds transfer or remotely created check processedunder this Agreement. “Electronic Item” means a Phone Check or an Internet Check.“Internet Check” means an electronic debit transaction (including, with out limitation, anelectronic debit transaction processed as a demand draft) authorized by the Consumer onan internet website operated or maintained by or on behalf of Subscriber for the paymentof an Electronic Item Warranty Transaction or an Electronic Item Verification Transaction(as applicable) subject to this Agreement. “Lockbox Warranty Transaction” or “LockboxVerification Transaction” means the payment of goods or services by a paper check sentto Subscriber through the U.S. mail or delivered to Subscriber’s drop box, which paymentis processed by TeleCheck as an electronic fund transfer, a remotely created check or a papercheck under the Lockbox Warranty Service or Lockbox Verification Service, as applicable.“Message Based (ICA) Service” is a type of ICA service under which (a) the Consumersubmits Internet Check data to and interfaces with an internet website which is designed

for obtaining the Internet Check data and which is operated or maintained by or on behalfof Subscriber, and (b) such Internet Check data is transmitted from or on behalf of Subscriberto TeleCheck for processing. “NACHA Rules” means the National Auto mated Clearing HouseAssociation Operating Rules and Guidelines, as amended from time to time, that govern theACH Network. “Paper Warranty Transaction” means a transaction for the contemporane -ous purchase of goods or services pursuant to TeleCheck’s Paper Warranty Service program.“Phone Check” means an electronic debit transaction (including, without limitation, anelectronic debit transaction processed as a demand draft) verbally authorized by theConsumer in a telephone commu nication with Subscriber for the payment of an Elec tronicItem Warranty Transaction or an Electronic Item Verification Transaction (as appli cable).“Return Item Fee” means any fee or exemplary damages allowed by law that may beassessed on a Return Item. “Return Items” mean any Items that are dishonored, returned,reversed, charged back or otherwise unpaid by a Consumer’s financial institution upon pre -sentment for payment, regardless of the reason or timing. “Returned Payment” means anyfinancial obligation pursuant to this Agreement not paid by Subscriber’s financial institution.“Subscriber’s Account” means Subscriber’s financial institution account. “TeleCheckApproval Code” means (a) for warranty services, that TeleCheck has authorized an Itemfor warranty coverage under this Agreement, and (b) for verification services, that TeleCheckhas authorized an Item as eligible for processing. “TeleCheck Operational Procedures”means TeleCheck’s published policies and procedures contained in various documentsprovided to Subscriber concerning the services, equipment and maintenance providedpursuant to this Agreement. “TeleCheck/TRS Parties” means TeleCheck, TRS, its affiliates,officers, directors, employees, shareholders, agents and attor neys. “Warranty Maximum”(a) for an Item processed as an ECA Warranty Transaction or Lockbox War ranty Transactionor eDeposit Warranty Transaction means the lower of (i) the face amount of the Item (ii)the amount set forth on the Merchant Processing Application; or (iii) $25,000.00; (b) foran Item processed as a Paper Warranty Transaction means the lower of (i) the face amountof the Item; (ii) the amount set forth on the Merchant Processing Application; or (iii)$99,999.99 and (c) for an Item processed as an Electronic Item Warranty Transaction meansthe lower of (i) the face amount of the Item; (ii) the amount set forth on the MerchantProcessing Application; or (iii) $5000.00.

TERMS APPLICABLE ONLY TO TELECHECK ECA WARRANTY SERVICE

1.3. ECA Warranty Service.

1.3.1. Description. The TeleCheck ECA Warranty Service provides Subscriber with: (a)coded information to assist Subscriber in deciding whether or not to accept an Item; (b)processing services; and (c) warranty services for ECA Warranty Transactions that complywith the warranty requirements of Section 1.3.3, all in accordance with this Agreement.

1.3.2. Processing Services. For each ECA Warranty Transaction that TeleCheck issuesa TeleCheck Approval Code that is processed by TeleCheck as an electronic funds transferor remotely created check, TeleCheck shall, via an electronic funds transfer, effect a creditto Subscriber’s Account for the amount of such transaction as part of a batch credit. Suchcredit shall typically occur within 2 banking days following Subscriber’s regular close-outof the point of sale terminal and transmission of the saved ECA Warranty Transactions toTeleCheck for settlement processing, provided that the Batch is closed and received byTeleCheck by 9:00 p.m. Central Time. TeleCheck may reduce such credit, or initiate a debit,by the amount of any necessary adjustments for ECA Warranty Transactions, including,without limitation, chargebacks or partial adjustments, to Subscriber’s Account. TeleCheckreserves the right to decline to process any transaction as an ECA Warranty Transaction.

TeleCheck shall not be liable for any delays in receipt of funds or errors in debit and creditentries caused by third parties, including, without limitation, any ACH Network participantor Subscriber’s financial institution. Notwithstanding anything contained herein to thecontrary, TeleCheck shall be entitled without notice to place a hold on or suspend paymentof any amounts now due or hereafter to become due (“Funds Hold”) should an excessiveamount of Return Items or other questionable activity occur as determined by TeleCheckin its discretion, or as otherwise required by law. In addition to placing a Funds Hold withrespect to any payment, TeleCheck may also freeze all processing activities. In addition toany other remedies available to TeleCheck under this Agreement, Subscriber agrees that, ifSubscriber breaches or fails to comply with this Agreement, TeleCheck may, with notice tobe provided within 3 business days following such action, change processing or paymentterms, suspend settlement or other payments of any amounts now due, or hereafter tobecome due, until TeleCheck has had reasonable opportunity to investigate such event.Continuance of service and payment processing during any period of delinquency shall notconstitute a waiver of TeleCheck’s rights of suspension or termination. In the event Tele -Check makes a partial adjustment to an Item or a credit to a Consumer’s account at therequest of Subscriber or as a result of a Subscriber error, and the Item becomes a ReturnItem, TeleCheck may recover all such amounts from Subscriber. TeleCheck may also recoverfrom Subscriber the amount of any fees paid by a Consumer to Consumer’s financial insti -tution which resulted from a Subscriber error.

1.3.3. Warranty Requirements. TeleCheck warrants the accuracy of its informationprovided that all requirements set forth in this Section are strictly met. TeleCheck agrees topurchase from Subscriber one Item per ECA Warranty Transaction for which a TeleCheckApproval Code was inaccurate; provided, however, that TeleCheck’s liability shall be limitedby the Warranty Maximum and warranty requirements, and shall not exceed the amountof the Item. Subscriber’s sole and exclusive remedy for breach of warranty shall be the rightto require TeleCheck to purchase such Item subject to the terms and conditions containedin this Agreement. Subscriber represents and warrants with respect to each ECA WarrantyTransaction submitted to TeleCheck for processing under this Agreement that:

TELECHECK SERVICES AGREEMENTDocuSign Envelope ID: 2EAFBE4F-F601-4231-89E5-A45120D41FA3


a) The check is a first party check drawn on Consumer’s deposit account at a United Statesfinancial institution and made payable to Subscriber. The name of the Consumer isimprinted or typed on the check by the check manufacturer;

b) Subscriber made an inquiry to TeleCheck in strict accordance with TeleCheck Opera -tional Procedures and obtained a single TeleCheck Approval Code. The transaction wasnot performed in an attempt to avoid the warranty requirements or Warranty Maximum(as more fully described in Section 1.3.6(f)), including through split sales;

c) The transaction represents an obligation of Consumer at the point of sale (no phone,mail or internet orders) for goods sold or rented or services rendered for the price ofsuch goods or services, and the transaction is not for credit, cash or payment on anaccount, debt or check already due Subscriber;

d) The signature of Consumer on the Authorization Receipt is not substantially differentfrom the name imprinted on the check;

e) The date of the check and the ECA Warranty Transaction accurately coincides within1 calendar day of (i) the date of the inquiry call to TeleCheck, and (ii) the date thetransaction actually occurred. (Checks may not pre-date or post-date by more than 1calendar day the date of the inquiry call and the transaction date);

f) Subscriber has no reason to question or have notice of any fact, circumstance or defensewhich would impair the validity or collectability of Consumer’s obligation or relieveConsumer from liability;

g) The transaction is not subject to any stop payment, dispute or set-off;

h) Subscriber complied with all applicable laws, rules, regulations, and NACHA Rules in -cluding, without limitation, posting notice to authorize the ECA Warranty Transactionand the Return Item Fee in a prominent and conspicuous location, and providing a copyof the notice to the Consumer, all in accordance with Regulation E (12 C.F.R. Part 205);

i) Consumer authorized the debiting of Consumer’s account and the debit entry is in anamount agreed to by Consumer. Subscriber received a separate signed and completedAuthorization Receipt from Consumer for each ECA Warranty Transaction;

j) The paper check to which the ECA Warranty Transaction relates: (i) has not been usedin any other transaction, (ii) is voided on the front by Consumer or Subscriber, and(iii) is returned to Consumer;

k) The amount entered into the TeleCheck system and on the Authorization Receipt matchexactly and does not exceed the Warranty Maximum; and

l) If the ECA Warranty Transaction is approved as a paper check not eligible for processingas an electronic funds transfer, each representation and warranty set forth in Section1.4.2 shall be applicable to such ECA Warranty Transaction.

1.3.4. Authorization Receipts. Subscriber shall (a) maintain the signed AuthorizationReceipt for a minimum period of 2 years from the date of the transaction or for the periodspecified by the NACHA Rules, whichever is longer, (b) physically deliver either the originalor a legible copy of the signed Authorization Receipt to TeleCheck within 7 days of Tele -Check’s request, and (c) permit TeleCheck to audit Subscriber (upon reasonable notice andduring normal business hours) for compliance with this requirement.

1.3.5. Assignment of ECA Warranty Transactions. By electing to subscribe to theTeleCheck ECA Warranty Service, Subscriber ASSIGNS, TRANSFERS AND CONVEYS toTeleCheck all of Subscriber’s rights, title and interest in any ECA Warranty Transaction sub -mitted by Subscriber to TeleCheck under this Agreement. Subscriber shall, at TeleCheck’srequest, endorse such check and take any action reasonably deemed necessary by TeleCheckto aid in the enforcement of TeleCheck’s rights hereunder.

1.3.6. Chargeback and Reassignment. TeleCheck may chargeback to Subscriber anyECA Warranty Transaction processed by TeleCheck, or reassign to Subscriber any ECAWarranty Transaction which has been approved as a paper check and purchased byTeleCheck, in any of the following circumstances:

a) The goods or services, in whole or in part, for which the ECA Warranty Transaction wassubmitted, have been returned to Subscriber, have not been delivered by Subscriber,are claimed by Consumer to have been unsatisfactory, or are subject to any stop payment,dispute or set-off;

b) Subscriber has received full or partial payment or security in any form to secure pay -ment of the Item, or the goods or services for which the Item was issued or authorizedwere initially delivered on credit or under a lease;

c) The transaction is for any reason illegal, void or invalid; or purchase by or transfer toTeleCheck of the Item is not permitted by applicable law; or a court of law determinesthat the Item is, in whole or in part, not due and payable by Consumer, unless suchdetermination results from Consumer’s bankruptcy proceeding;

d) Any of the representations made by Subscriber as set forth in Section 1.3.3 are orbecome false or inaccurate;

e) Subscriber failed to comply with this Agreement;

f) Subscriber, or any of Subscriber’s owners, agents or employees (i) materially alteredeither the check or the Authorization Receipt; or (ii) processed the transaction withreason to know that the Item was likely to be dishonored (including failure to receivea TeleCheck Approval Code) or that the identification used was forged, altered or didnot belong to Consumer; or (iii) processed the transaction in a manner which was anattempt to avoid the warranty requirements or Warranty Maximum. “Knowledge” shallbe presumed in the presence of facts or circumstances which, if known, would cause anon-subscribing merchant, using commercially reasonable judgment, to independently

refuse to accept a check. “Knowledge” is also presumed where there is evidence ofSubscriber’s attempt to avoid warranty limitations through manipulation of transactions,including, but not limited to the splitting of a single transaction into smaller compo -nents or resubmission of a previously denied transaction;

g) The Authorization Receipt was incomplete or unsigned, or a legible copy of the Author -ization Receipt was not received by TeleCheck within 7 days of a request by TeleCheck;

h) A duplicate ECA Warranty Transaction relating to the same transaction was receivedand processed, or the original paper check was deposited, thereby creating a duplicateentry against Consumer’s financial institution account;

i) Consumer disputes authorizing the ECA Warranty Transaction or the validity or accu -racy of the transaction;

j) Subscriber received notice that Consumer filed bankruptcy and Subscriber failed tonotify TeleCheck of the bankruptcy within 3 business days of Subscriber’s receipt ofsuch notice; or

k) The closeout of the Batch and transmission of the ECA Warranty Transaction toTeleCheck for settlement processing did not occur within 7 days from the date theTeleCheck Approval Code was issued for the transaction.

Subscriber shall immediately notify TeleCheck upon the happening of any of the abovecircumstances. If the Item is charged back or reassigned as provided herein, (a) TeleCheckmay debit Subscriber’s Account in the amount paid by TeleCheck for the Item, (b)TeleCheck may deduct or offset such Item against any amounts to be paid to Subscriber forECA Warranty Transactions, or (c) upon request, Subscriber shall remit the amount of theItem to TeleCheck. TeleCheck may also chargeback to Subscriber any amount over theWarranty Maximum on any ECA Warranty Transaction where TeleCheck has not receivedpayment for such transaction within 60 days of the date of the ECA Warranty Transaction.Upon charging back or reassigning an Item, TeleCheck shall have no further liability toSubscriber on such Item. Following termination of this Agreement, Subscriber shall continueto bear total responsibility for any reassignments, chargebacks and adjustments made underthis Section.

1.3.7. Account Reconciliation. Payments processed by TeleCheck will be reflected onsettlement reports made available to Subscriber by TeleCheck. Subscriber agrees to notifyTeleCheck promptly of any discrepancy between Subscriber’s records and the informationprovided in the reports, or of any funding failures or errors. In the event any ECA WarrantyTransaction is not funded or otherwise paid by TeleCheck in accordance with Section 1.3.2,Subscriber is required to notify TeleCheck in writing within 30 days from the date of suchtransaction. If Subscriber fails to notify TeleCheck within such 30 day period of the discrep -ancy, funding failure or error, TeleCheck shall have no liability and Subscriber is precludedfrom asserting any claims, damages or losses arising from such discrepancy, funding failureor error.

1.3.8. “Goodwill” of a Non-Compliance Item. TeleCheck, in its sole discretion, mayvoluntarily elect not to chargeback or reassign to Subscriber a specific non-compliance Itemwhich fails to comply with the warranty requirements set forth in Section 1.3.3. Suchdiscretionary election by TeleCheck shall not (a) constitute a course of dealing or a waiverof TeleCheck’s right to chargeback or reassign any other Return Item, or (b) relate to anyother past or subsequent Return Item, or (c) act as a waiver of TeleCheck’s right to declineto pay any other Return Item.

1.3.9. Reserve Account Establishment and Funding. Subscriber expressly authorizesTeleCheck to establish a reserve account for ECA Warranty Transactions. The amount of thereserve account shall be set by TeleCheck, in its sole discretion, based upon Subscriber’sprocessing history and the anticipated risk of loss to TeleCheck. The reserve account shallbe fully funded upon 3 days’ notice to Subscriber or in instances of fraud or breach of thisAgreement, the reserve account may be funded immediately at TeleCheck’s election. Thereserve account may be funded by all or any combination of the following: (a) one or moredebits to Subscriber’s Account (and TeleCheck is hereby authorized to make such debits);(b) one or more deductions or offsets to any payments otherwise due to Subscriber fromTeleCheck or any of its affiliates; or (c) Subscriber’s delivery to TeleCheck of a letter of creditissued or established by a financial institution acceptable to, and in a form satisfactory to,TeleCheck. In the event of termination of this Agreement by either TeleCheck or Subscriber,an immediate reserve account may be established without notice in the manner providedabove. Any reserve account will be held by TeleCheck for 10 months after termination of thisAgreement. Subscriber’s funds may be held in a commingled reserve account for the reservefunds of TeleCheck’s subscribers without involvement by an independent escrow agent, andshall not accrue interest. If Subscriber’s funds in the reserve account are not sufficient tocover the delinquent fees, chargebacks or rejected and reassigned warranty Items, or anyother fees and charges due from Subscriber to TeleCheck or its affiliates, or if the funds inthe reserve account have been released, Subscriber shall immediately pay TeleCheck suchsums upon request. In the event of a failure by Subscriber to fund the reserve account,TeleCheck may fund such reserve account in the manner set forth above.

1.3.10. Fees and Rates. Subscriber shall pay TeleCheck the fees and rates set forth onthe Merchant Processing Application and addenda, if any, or in this Agreement, as changedfrom time to time by TeleCheck, plus all applicable taxes. The “Inquiry Rate” is the percent -age rate which shall apply to the face amount of each Item (up to the Warranty Maximum),for which an authorization inquiry is made to TeleCheck by telephone, electronically orotherwise whether or not a TeleCheck Approval Code is issued. The “Transaction Fee” isthe additional per transaction charge for each ECA Warranty Transaction inquiry, whetheror not a TeleCheck Approval Code is issued. The “Advantage Billing” is a monthly fee forthe ECA Warranty Service, and is intended to replace the Inquiry Rate, Transaction Fee,



Monthly Minimum Fee, Monthly Processing/Statement Fee and December Risk Charge. Inorder to qualify for such rate, (a) TeleCheck must be authorized to debit all payments andother amounts owed from Subscriber’s Account, and if TeleCheck is unable to process thedebit, an additional $10.00 processing fee will be charged, and (b) Subscriber represents thatthe Total Monthly Check/Call Volume as stated in the Merchant Processing Application isaccurate. Subscriber acknowledges that the fee is tied to monthly check and call volume andrecognizes that TeleCheck may, in accordance with Section 1.1, increase the fee or institutetraditional billing if Subscriber’s monthly check and call volume exceeds TeleCheck’sparameters. The “Monthly Minimum Fee” is the minimum aggregate amount of InquiryRate fees that Subscriber shall pay on a monthly basis. If the total Inquiry Rate fees forSubscriber’s inquiries for any month are less than the Monthly Minimum Fee, then theMonthly Minimum Fee shall apply. The “Customer Requested Operator Call Fee” or“Voice Authorization Fee” is an additional fee per operator or Interactive Voice Response(IVR)-assisted call not requested by TeleCheck. The “December Risk Surcharge” is anadditional percentage charge added to the Inquiry Rate for each authorization inquiry inDecember. The “Monthly Statement/Processing Fee” is a monthly fee for handling Sub -scriber’s account. The “Set Up Fees” are fees related to the establishment and set up of theTeleCheck Services which are charged on a per service by location basis.

The following additional fees may be also be charged by TeleCheck: The “Funding ReportFee” is a $15.00 monthly fee to receive daily funding reports or $10.00 monthly fee toreceive weekly funding reports. The “Chargeback Fee” is a $5.00 handling fee for eachchargeback of an ECA Warranty Transaction. The “Correction Fee” is a $5.00 fee payableon each Item that must be corrected due to Subscriber’s error or at Subscriber’s request.The “Recovery Processing Fee” is a $5.00 fee for each Item that fails to meet war rantyrequire ments for which TeleCheck elects, in its discretion, to reimburse Subscriber as a“Goodwill Item” for a specific Return Item. A “Terminal Application Update Fee” of $25.00per terminal shall be charged for each occa sion that a terminal application update is madeavailable for additional features, different information or regulatory compliance. Any addi -tional requests or other services not included in this Agreement may be subject to additionalfees. Fees for these items may be obtained by contacting TeleCheck. The above fees are inaddition to any fees charged by TeleCheck to Subscriber under any other agreement.

TERMS APPLICABLE ONLY TOTELECHECK PAPER WARRANTY SERVICE

1.4. Paper Warranty Services.

1.4.1. Description. The TeleCheck Paper Warranty service provides Subscriber with: (a)coded information to assist Subscriber in deciding whether or not to accept a check; and(b) warranty services for checks that meet the warranty requirements of Section 1.4.2, allin accordance with this Agreement.

1.4.2. Warranty Requirements. TeleCheck warrants the accuracy of its informationprovided that all requirements set forth in this Section are strictly met. TeleCheck agrees topurchase from Subscriber one check per Paper Warranty Transaction for which a TeleCheckApproval Code was inaccurate; provided, however, that TeleCheck’s liability shall be limitedby the Warranty Maximum and warranty requirements, and shall not exceed the amountof the check. Subscriber’s sole and exclusive remedy for breach of warranty shall be theright to require TeleCheck to purchase such check subject to the terms and conditionscontained in this Agreement. Subscriber represents and warrants with respect to each PaperWarranty Transaction submitted to TeleCheck for processing under this Agreement that:

a) The check is a first party check drawn on Consumer’s account at a United States orCanadian financial institution, completely and properly filled out, and made payable toSubscriber. The name of the Consumer is imprinted or typed on the check by the checkmanufacturer. If a P.O. Box is used or an address is not imprinted by the check manu -facturer, a physical address description is written on the check according to TeleCheckOperational Procedures;


c) The transaction represents an obligation of Consumer at the point of sale (no phone,mail or internet orders) for goods sold or rented or services rendered for the price ofsuch goods or services, and the transaction is not for credit, cash or payment on anaccount, debt or check already due Subscriber;

d) The signature in the signature block on the check is not substantially different fromthe name imprinted on the check;

e) The date of the check accurately coincides within 1 calendar day of (i) the date of theinquiry call to TeleCheck, and (ii) the date the transaction actually occurred. (Checksmay not pre-date or post-date by more than 1 calendar day the date of the inquiry calland the transaction date);


g) The TeleCheck Subscriber Number, Consumer’s telephone number (including areacode), identification type and number and TeleCheck Approval Code are printed orwritten on the check;

h) The amount shown in words and figures on the check is (i) less than or equal to theamount entered into the TeleCheck system; or (ii) no more than $1.00 over the amountentered into the TeleCheck system;

i) The check is deposited in Subscriber’s Account and received by TeleCheck for purchasewithin 30 days of the date of the check. Such check has been sent directly fromSubscriber’s financial institution after being presented for payment only once (no repre -sentments shall be allowed, whether paper or electronic); and

j) The transaction is not subject to any stop payment, dispute or set-off.

1.4.3. Assignment of Checks. By electing to subscribe to the Paper Warranty Service,Subscriber ASSIGNS, TRANSFERS AND CONVEYS to TeleCheck all of Subscriber’s rights,title and interest in any check submitted to TeleCheck for coverage under this Agreement.Subscriber shall, at TeleCheck’s request, endorse such check and take any action reasonablydeemed necessary by TeleCheck to aid in the enforcement of TeleCheck’s rights hereunder.

1.4.4. Reassignment. TeleCheck may reassign to Subscriber any check purchased byTeleCheck pursuant to the Paper Warranty Services provisions of this Agreement, in any ofthe following circumstances:

a) The goods or services, in whole or in part, for which the check was issued have beenreturned to Subscriber, have not been delivered by Subscriber, claimed by Consumer tohave been unsatisfactory, or are subject to any stop payment, dispute or set-off;

b) Subscriber has received full or partial payment or security in any form to securepayment of the check, or the goods or services for which the check was issued wereinitially delivered on credit or under a lease;

c) The transaction is for any reason illegal, void or invalid; or purchase by or transfer toTeleCheck of the check is not permitted by applicable law; or a court of law determinesthat the check is, in whole or in part, not due and payable by Consumer, unless suchdetermination results from Consumer’s bankruptcy proceeding;



f) Subscriber, or any of Subscriber’s owners, agents or employees: (i) materially alteredthe check; or (ii) accepted the check with reason to know that it was likely to bedishonored (including failure to receive a TeleCheck Approval Code) or that the identi -fication used was forged, altered or did not belong to Consumer; or (iii) processed thetransaction in a manner which was an attempt to avoid the warranty requirements orWarranty Maximum. “Knowledge” shall be presumed in the presence of facts or circum -stances which, if known, would cause a non-subscribing merchant, using commerciallyreasonable judgment, to independently refuse to accept a check. “Knowledge” is alsopresumed where there is evidence of Subscriber’s attempt to avoid warranty limitationsthrough manipulation of transactions, including, but not limited to the splitting of asingle transaction into smaller components or resubmission of a previously deniedtransaction; or

g) Subscriber received notice that Consumer filed bankruptcy and Subscriber failed to notifyTeleCheck of the bankruptcy within 3 business days of Subscriber’s receipt of such notice.

Subscriber shall immediately notify TeleCheck upon the happening of any of the abovecircumstances. If the check is reassigned as provided herein, TeleCheck may debit Subscrib -er’s Account in the amount paid by TeleCheck for the check, or upon request, Subscribershall remit the amount of the check to TeleCheck. Upon reassignment of a check, TeleCheckshall have no further liability to Subscriber on such check. Following termination of thisAgreement, Subscriber shall continue to bear total responsibility for any reassignments,chargebacks and adjustments made under this Section.

1.4.5. “Goodwill” of a Non-Compliance Item. TeleCheck, in its sole discretion, mayvoluntarily elect not to reassign to Subscriber a specific non-compliance Item which failsto comply with the warranty requirements set forth in Section 1.4.2. Such discretionaryelection by TeleCheck shall not (a) constitute a course of dealing or a waiver of TeleCheck’sright to reassign any other Return Item, or (b) relate to any other past or subsequent ReturnItem, or (c) act as a waiver of TeleCheck’s right to decline to pay any other Return Item.

1.4.6. Fees and Rates. Subscriber shall pay TeleCheck the fees and rates set forth on theMerchant Processing Application and addenda, if any, or in this Agreement, as changed fromtime to time by TeleCheck, plus all applicable taxes. The “Inquiry Rate” is the percentagerate which shall apply to the face amount of each Item (up to the Warranty Maximum), forwhich an authorization inquiry is made to TeleCheck by telephone, electronically or other -wise, whether or not a TeleCheck Approval Code is issued. The “Transaction Fee” is theadditional per transaction charge for each transaction inquiry whether or not a TeleCheckApproval Code is issued. The “Monthly Minimum Fee” is the minimum aggregate amountof Inquiry Rate fees that Subscriber shall pay on a monthly basis. If the total Inquiry Ratefees for Subscriber’s inquiries for any month are less than the Monthly Minimum Fee, thenthe Monthly Minimum Fee shall apply. The “Customer Requested Operator Call Fee” or“Voice Authorization Fee” is an additional fee per operator or Interactive Voice Response(IVR) assisted call not requested by TeleCheck. The “December Risk Surcharge” is an addi -tional percentage charge added to the Inquiry Rate for each transaction inquiry in December.The “Monthly Statement/Processing Fee” is a monthly fee for handling Subscriber’saccount. The “Set Up Fees” are fees related to the establishment and set up of theTeleCheck Services which are charged on a per service by location basis.

The following additional fees may be also be charged by TeleCheck: The “Recovery Pro -cessing Fee” is a $5.00 fee for each Item that fails to meet warranty require ments for whichTeleCheck elects, in its discretion, to reimburse Subscriber as a “Goodwill Item” for a specificReturn Item. A “Terminal Application Update Fee” of $25.00 per ter minal shall be chargedfor each occasion that a terminal application update is made available for additional features,different information or regulatory compliance. Any additional requests or other services



not included in this Agreement may be subject to additional fees. Fees for these items maybe obtained by contacting TeleCheck. The above fees are in addition to any fees charged byTeleCheck to Subscriber under any other agreement.

TERMS APPLICABLE ONLY TOTELECHECK ECA VERIFICATION SERVICES

1.5. ECA Verification Services.

1.5.1. ECA Verification Services. The TeleCheck ECA Verification services provideSubscriber with: (a) coded information to assist Subscriber in deciding whether or not toaccept an Item; and (b) processing services, all in accordance with this Agreement.TeleCheck does not guarantee the accuracy or completeness of the information provided toSubscriber. Subscriber agrees that there shall be no payment to Subscriber for any loss fromtransactions processed through the ECA Verification Services. Subscriber assumes all risksthat Items accepted by Subscriber may result in Return Items. The maximum amount of anECA Verification Transaction which can be processed through TeleCheck is the lesser of (a)the face amount of the Item, or (b) $25,000; it being understood that TeleCheck may alsodecline to process Items in excess of its risk parameters.

1.5.2. ECA Processing. For each ECA Verification Transaction that TeleCheck issues aTeleCheck Approval Code that is processed by TeleCheck as an electronic funds transfer orremotely created check, TeleCheck shall, via an electronic funds transfer, effect a credit toSubscriber’s Account for the amount of such transaction as part of a batch credit. Suchcredit shall typically occur within 2 banking days following Subscriber’s regular close-outof the point of sale terminal and transmission of the saved ECA Verification Transactionsto TeleCheck for settlement processing, provided that the Batch is closed and received byTeleCheck by 9:00 p.m. Central Time. TeleCheck may reduce such credit, or initiate a debit,by the amount of any necessary adjustments for ECA Verification Transactions, including,without limitation, chargebacks or partial adjustments, to Subscriber’s Account. TeleCheckreserves the right to decline to process any transaction as an ECA Verification Transaction.

TeleCheck shall not be liable for any delays in receipt of funds or errors in debit and creditentries caused by third parties, including, without limitation, any ACH Network participantor Subscriber’s financial institution. Notwithstanding anything contained herein to thecontrary, TeleCheck shall be entitled without notice to place a hold on or suspend paymentof any amounts now due or hereafter to become due (“Funds Hold”) should an excessiveamount of Return Items or other questionable activity occur as determined by TeleCheckin its discretion, or as otherwise required by law. In addition to placing a Funds Hold withrespect to any payment, TeleCheck may also freeze all processing activities. In addition toany other remedies available to TeleCheck under this Agreement, Subscriber agrees that, ifSubscriber breaches or fails to comply with this Agreement, TeleCheck may, with notice tobe provided within 3 business days following such action, change processing or paymentterms, suspend settlement or other payments of any amounts now due, or hereafter tobecome due, until TeleCheck has had reasonable opportunity to investigate such event.Continuance of service and payment processing during any period of delinquency shall notconstitute a waiver of TeleCheck’s rights of suspension or termination. In the event Tele -Check makes a partial adjustment to an Item or a credit to a Consumer’s account at therequest of Subscriber or as a result of a Subscriber error, and the Item becomes a ReturnItem, TeleCheck may recover all such amounts from Subscriber. TeleCheck may also recoverfrom Subscriber the amount of any fees paid by a Consumer to Consumer’s financial institu -tion which resulted from a Subscriber error.

1.5.3. ECA Verification Transaction Requirements and Representations. Subscriberrepresents and warrants with respect to each ECA Verification Transaction submitted toTeleCheck for processing under this Agreement that:

a) The check is a first party check drawn on a Consumer’s account at a United Statesfinancial institution and made payable to Subscriber. The name of the Consumer isimprinted or typed on the check by the check manufacturer;

b) Subscriber made an inquiry to TeleCheck in strict accordance with TeleCheck Opera -tional Procedures and obtained a single TeleCheck Approval Code;

c) The transaction represents an obligation of Consumer at the point of sale (no phone, mailor internet orders) for goods sold or rented or services rendered for the price of suchgoods or services, and the transaction is not for credit, cash or payment on an account,debt or check already due Subscriber;

d) The signature of Consumer on the Authorization Receipt is not substantially differentfrom the name imprinted on the check;

e) The date of the check and the ECA Verification Transaction accurately coincides within1 calendar day of (i) the date of the inquiry call to TeleCheck, and (ii) the date the trans -action actually occurred. (Checks may not pre-date or post-date by more than 1 calendarday the date of the inquiry call and the transaction date);


g) Subscriber complied with all applicable laws, rules, regulations, and NACHA Rules in -cluding without limitation, posting notice to authorize the ECA Verification Trans actionand the Return Item Fee in a prominent and conspicuous location, and providing a copyof the notice to the Consumer, all in accordance with Regulation E (12 C.F.R. Part 205;

h) Consumer authorized the debiting of Consumer’s account and the debit entry is in anamount agreed to by Consumer. Subscriber received a separate signed AuthorizationReceipt from Consumer for each ECA Verification Transaction;

i) The paper check to which the ECA Verification Transaction relates: (i) has not beenused in for any other transaction, (ii) is voided on the front by Consumer or Subscriber,and (iii) is returned to Consumer; and

j) The amount entered into the TeleCheck system and on the Authorization Receipt matchexactly.

1.5.4. Account Reconciliation. Payments processed by TeleCheck shall be reflected onsettlement reports made available to Subscriber by TeleCheck. Subscriber agrees to notifyTeleCheck promptly of any discrepancy between Subscriber’s records and the informationprovided in such reports, or of any funding failures or errors. In the event any ECA Verifi -cation Transaction is not funded or otherwise paid by TeleCheck in accordance with Section1.5.2, Subscriber is required to notify TeleCheck in writing within 30 days from the date ofthe transaction. If Subscriber fails to notify TeleCheck within such 30 day period of thediscrepancy, funding failure or error, TeleCheck shall have no liability and Subscriber isprecluded from asserting any claims, damages or losses arising from such discrepancy,funding failure or error.

1.5.5. Return Items and Returned Payments. Subscriber shall be fully responsibleand liable to TeleCheck for all Return Items and Returned Payments, regardless of the reasonor timing. TeleCheck shall deduct or offset all Return Items and Returned Payments againstany amounts to be paid to Subscriber for ECA Verification Transactions or, alternatively,TeleCheck may initiate debits to Subscriber’s Account for all such Return Items and ReturnedPayments. For Subscribers which have elected to receive ECA Verification Services withTRS Collections: The Return Item shall be deemed assigned to TRS for collection serviceshereunder upon the occurrence of any of the following events: (a) a Return Item occursfollowing the second re-presentment of the Item, (b) a Return Item occurs after the first re-presentment of an administrative Item, (c) the Return Item occurs due to a reason for whichre-presentments are not allowed pursuant to the NACHA Rules or TeleCheck policy, (d)TeleCheck or TRS takes any action with respect to such Item at the request of Subscriber,or (e) a chargeback occurs because of the failure of the ECA Verification Transaction to meetall of the requirements of Section 1.5.3.

1.5.6. Authorization Receipts. Subscriber shall (a) maintain the signed AuthorizationReceipt for a minimum period of 2 years from the date of the transaction or for the periodspecified by the NACHA Rules, whichever is longer, (b) physically deliver either the originalor a legible copy of the signed Authorization Receipt to TeleCheck within 7 days of Tele -Check’s request, and (c) permit TeleCheck to audit Subscriber (upon reasonable notice andduring normal business hours) for compliance with this requirement.

1.5.7. Reserve Account Establishment and Funding. Subscriber expressly authorizesTeleCheck to establish a reserve account for ECA Verification Transactions. The amount ofthe reserve account shall be set by TeleCheck, in its sole discretion, based upon Subscriber’sprocessing history and the anticipated risk of loss to TeleCheck. The reserve account shallbe fully funded upon 3 days’ notice to Subscriber or in instances of fraud or breach of thisAgreement, the reserve account may be funded immediately at TeleCheck’s election. Thereserve account may be funded by all or any combination of the following: (a) one or moredebits to Subscriber’s Account (and TeleCheck is hereby authorized to make such debits);(b) one or more deductions or offsets to any payments otherwise due to Subscriber fromTeleCheck or any of its affiliates; or (c) Subscriber’s delivery to TeleCheck of a letter of creditissued or established by a financial institution acceptable to, and in a form satisfactory to,TeleCheck. In the event of termination of this Agreement by either TeleCheck or Subscriber,an immediate reserve account may be established without notice in the manner providedabove. Any reserve account will be held by TeleCheck for 10 months after termination of thisAgreement. Subscriber’s funds may be held in a commingled reserve account for the reservefunds of TeleCheck’s subscribers without involvement by an independent escrow agent,and shall not accrue interest. If Subscriber’s funds in the reserve account are not sufficientto cover the delinquent fees, chargebacks or rejected and reassigned warranty Items, or anyother fees and charges due from Subscriber to TeleCheck or its affiliates, or if the funds inthe reserve account have been released, Subscriber shall immediately pay TeleCheck suchsums upon request. In the event of a failure by Subscriber to fund the reserve account,TeleCheck may fund such reserve account in the manner set forth above.

1.5.8. Fees and Rates. Subscriber shall pay TeleCheck the fees and rates set forth on theMerchant Processing Application and addenda, if any, or in this Agreement, as changedfrom time to time by TeleCheck, plus all applicable taxes. The “Transaction Fee” is the pertransaction charge for each Item for which an authorization inquiry is made to TeleCheckby telephone, electronically or otherwise, whether or not a TeleCheck Approval Code isissued. The “Monthly Minimum Fee” is the minimum aggregate amount of TransactionFees that Subscriber shall pay on a monthly basis. If the total Transaction Fees for Sub -scriber’s inquiries for any month are less than the Monthly Minimum Fee, then the MonthlyMinimum Fee shall apply. The “Customer Requested Operator Call Fee” or “VoiceAuthorization Fee” is an additional fee per operator or Interactive Voice Response (IVR)assisted call not requested by TeleCheck. The “Monthly Statement/Processing Fee” is amonthly fee for handling Subscriber’s account. The “Set Up Fees” are fees related to theestablishment and set up of the TeleCheck Services, which are charged on a per service bylocation basis.

The following additional fees may be also be charged by TeleCheck: The “Funding ReportFee” is a $15.00 monthly fee to receive daily funding reports or $10.00 monthly fee toreceive weekly funding reports. The “Chargeback Fee” is a $5.00 handling fee for eachchargeback of an ECA Verification Transaction. The “Correction Fee” is a $5.00 fee payableon each Item that must be corrected due to Subscriber’s error or at Subscriber’s request. A“Terminal Application Update Fee” of $25.00 per terminal shall be charged for each occa -sion that a terminal application update is made available for additional features, different



information or regulatory compliance. The “Administrative Return Fee” is a $0.10 handlingfee for each Return Item that is returned under NACHA Rules, and is classified by Tele Checkas an administrative return. For Subscribers which have elected to receive ECA Verifica -tion Services with TRS Collections: The “Resolved Administrative Return Fee” is a $5.00handling fee for each such administrative return that is corrected and resolved throughmanual efforts. Any additional requests or other services not included in this Agreementmay be subject to additional fees. Fees for these items may be obtained by contactingTeleCheck. The above fees are in addition to any fees charged by TeleCheck to Subscriberunder any other agreement.

TERMS APPLICABLE ONLY TOTELECHECK PAPER VERIFICATION SERVICES

1.6. Paper Verification Services.

1.6.1. Description. The TeleCheck Paper Verification Services provide Subscriber withcoded information to assist Subscriber in deciding whether or not to accept a checksubmitted at a point of sale or cash on delivery (C.O.D.) transaction, or in a mail ordertransaction. TeleCheck does not guarantee the accuracy or completeness of the informationprovided to Subscriber. Subscriber agrees that there shall be no payment to Subscriber forany loss from transactions processed through the Paper Verification Services. Subscriberassumes all risks that checks accepted by Subscriber may result in Return Items.

1.6.2. Fees and Rates. Subscriber shall pay TeleCheck the fees and rates set forth on theMerchant Processing Application and addenda, if any, or in this Agreement, as changedfrom time to time by TeleCheck, plus all applicable taxes. The “Transaction Fee” is the pertransaction charge for each Item for which an authorization inquiry is made to TeleCheckby telephone, electronically or otherwise, whether or not a TeleCheck Approval Code isissued. The “Monthly Minimum Fee” is the minimum aggregate amount of Transaction Feesthat Subscriber shall pay on a monthly basis. If the total Transaction Fees for Sub scrib er’sinquiries for any month are less than the Monthly Minimum Fee, then the Monthly MinimumFee shall apply. The “Customer Requested Operator Call Fee” or “Voice Auth orizationFee” is an additional fee per operator or Voice Response (IVR) assisted call not requested byTeleCheck. The “Monthly Statement/Processing Fee” is a monthly fee for handling Sub -scriber’s account. The “Set Up Fees” are fees related to the establishment and set up of theTeleCheck Services which are charged on a per service by location basis.

The following additional fees may be also be charged by TeleCheck: A “Terminal Applica -tion Update Fee” of $25.00 per terminal shall be charged for each occasion that a terminalapplication update is made available for additional features, different information or regula -tory compliance. Any additional requests or other Services not included in this Agreementmay be subject to additional fees. Fees for these items may be obtained by contactingTeleCheck. These above fees are in addition to any fees charged by TeleCheck to Subscriberunder any other agreement.

TERMS APPLICABLE ONLY TOTELECHECK LOCKBOX WARRANTY SERVICES

1.7. Lockbox Warranty Services.

1.7.1. Description. The TeleCheck Lockbox Warranty Services (formerly known asPayItSM) provide Subscriber with: (a) coded information to assist Subscriber in decidingwhether or not to accept an Item; (b) processing services; and (c) warranty services forLockbox Warranty Transactions that comply with the warranty requirements of Section1.7.3, all in accordance with this Agreement.

1.7.2. Processing Services. For each Lockbox Warranty Transaction that Tele Checkissues a TeleCheck Approval Code that is processed by TeleCheck as an electronic fundstransfer or remotely created check, TeleCheck shall, via an electronic funds transfer, effecta credit to Subscriber’s Account for the amount of such transaction as part of a batch credit.Such credit shall typically occur within 2 banking days following TeleCheck’s receipt andacceptance of completed Lockbox Warranty Transactions received prior to 9:00 p.m. CentralTime. TeleCheck may reduce such credit, or initiate a debit, by the amount of any necessaryadjustments for Lockbox Warranty Transactions, including, without limitation, chargebacksor partial adjustments, to Subscriber’s Account. TeleCheck reserves the right to decline toprocess any transaction as a Lockbox Warranty Transaction.

TeleCheck shall not be liable for any delays in receipt of funds or errors in debit and creditentries caused by third parties, including, without limitation, any ACH Network participantor Subscriber’s financial institution. Notwithstanding anything contained herein to the con -trary, TeleCheck shall be entitled without notice to place a hold on or suspend payment ofany amounts now due or hereafter to become due (“Funds Hold”) should an excessiveamount of Return Items or other questionable activity occur as determined by TeleCheckin its discretion, or as otherwise required by law. In addition to placing a Funds Hold withrespect to any payment, TeleCheck may freeze all processing activities. In addition to anyother remedies available to TeleCheck under this Agreement, Subscriber agrees that, if Sub -scriber breaches or fails to comply with this Agreement, TeleCheck may, with notice to beprovided within 3 business days following such action, change processing or payment terms,suspend settlement or other payments of any amounts now due, or hereafter to become due,until TeleCheck has had reasonable opportunity to investigate such event. Continuance ofservice and payment processing during any period of delinquency shall not constitute awaiver of TeleCheck’s rights of suspension or termination. In the event TeleCheck makes apartial adjustment to an Item or a credit to a Consumer’s account at the request of Subscriberor as a result of a Subscriber error, and the Item becomes a Return Item, TeleCheck mayrecover all such amounts from Subscriber. TeleCheck may also recover from Subscriber theamount of any fees paid by a Consumer to Consumer’s financial institution which resultedfrom a Subscriber error.

1.7.3. Warranty Requirements. TeleCheck warrants the accuracy of its informationprovided that all requirements set forth in this Section are strictly met. TeleCheck agrees topurchase from Subscriber one Item per Lockbox Warranty Transaction for which a Tele -Check Approval Code was inaccurate; provided, however, that TeleCheck’s liability shall belimited by the Warranty Maximum and warranty requirements, and shall not exceed theamount of the Item. Subscriber’s sole and exclusive remedy for breach of warranty shall bethe right to require TeleCheck to purchase such Item subject to the terms and conditionscon tained in this Agreement. Subscriber represents and warrants with respect to eachLockbox Warranty Transaction submitted to TeleCheck for processing under this Agree -ment that:

a) The check is a first party check drawn on Consumer’s deposit account (not a corporatecheck) at a United States financial institution, completely and properly filled out, andmade payable to Subscriber. The name of the Consumer and check serial number areimprinted on the check by the check manufacturer;

b) The check is sent to Subscriber through the U.S. mail or delivered to Subscriber’s drop box;

c) Subscriber made an inquiry to TeleCheck in strict accordance with TeleCheck Opera -tional Procedures and obtained a single TeleCheck Approval Code. The transaction wasnot performed in an attempt to avoid the warranty requirements or Warranty Maximum(as more fully described in Section 1.7.6(f)), including through split sales;

d) The signature in the signature block on the check is not substantially different from thename imprinted on the check;

e) The check is not post-dated or dated earlier than 20 days from the date of inquiry toTeleCheck, and the amount called into TeleCheck and the amount shown in words andfigures on the check match exactly;

f) The check must not be for a payment which is more than sixty (60) days past due.

g) Consumer did not notify Subscriber that the check was not to be converted to an elec -tronic funds transfer;

h) The transaction represents an obligation of Consumer for the purchase or payment forgoods or services from Subscriber for the price of such goods or services;

i) The transaction is not subject to any stop payment, dispute or set-off;

j) Subscriber complied with all applicable laws, rules, regulations, and NACHA Rulesincluding, without limitation, providing a separate notice to authorize each LockboxWarranty Transaction and each Return Item Fee in accordance with Regulation E (12 C.F.R. Part 205);

k) Subscriber has no reason to question or have notice of any fact, circumstance or defensewhich would impair the validity or collectability of Consumer’s obligation or relieveConsumer from liability; and

l) If the Lockbox Warranty Transaction is approved as a paper check not eligible forprocessing as an electronic funds transfer, each representation and warranty set forthSection 1.4.2 shall be applicable to such Lockbox Warranty Transaction, except thatthe check is (i) received by TeleCheck for purchase within 45 days of the check, (ii) sentto Subscriber through the U.S. mail or delivered to Subscriber’s drop box, and (iii) forpayment that is not is not more than sixty (60) days past due, and (iv) not post-datedor dated earlier than 20 days from the date of inquiry to TeleCheck.

1.7.4. Additional Requirements for Lockbox Warranty Transaction Notices.Subscriber shall provide Consumer with a separate notice for each item that includes thefollowing, or substantially similar, language: “When you provide a check as payment, youauthorize us either to use information from your check to make a one-time electronic fundtransfer from your account or to process the payment as a check transaction.”

1.7.5. Assignment of Lockbox Warranty Transactions. By electing to sub scribe to theTeleCheck Lockbox Warranty Services, Subscriber ASSIGNS, TRANSFERS AND CONVEYSto TeleCheck all of Subscriber’s rights, title and interest in any Lockbox Warranty Trans -action submitted by Subscriber to TeleCheck under this Agreement. Subscriber shall, atTeleCheck’s request, endorse such check and take any action reasonably deemed necessaryby TeleCheck to aid in the enforcement of TeleCheck’s rights hereunder.

1.7.6. Chargeback and Reassignment. TeleCheck may chargeback to Subscriber anyLockbox Warranty Transaction processed by TeleCheck, or reassign to Subscriber anyLockbox Warranty Transaction which has been approved as a paper check and purchasedby TeleCheck, in any of the following circumstances:

a) The goods or services, in whole or in part, for which the Item was submitted have beenreturned to Subscriber, have not been delivered by Subscriber, are claimed by Consumerto have been unsatisfactory, or are subject to any stop payment, dispute or set-off;

b) Subscriber has received full or partial payment or security in any form to secure paymentof the Item, or the goods or services for which the Item was issued or authorized wereinitially delivered on credit or under a lease;

c) The transaction is for any reason illegal, void or invalid; or purchase by or transfer toTeleCheck of the Item is not permitted by applicable law; or a court of law determinesthat the Item is, in whole or in part, not due and payable by Consumer, unless suchdeter mination results from Consumer’s bankruptcy proceeding;



f) Subscriber, or any of Subscriber’s owners, agents or employees (i) materially altered thecheck; or (ii) processed the transaction with reason to know that the Item was likely to



be dishonored (including failure to receive a TeleCheck Approval Code); or (iii) pro -cessed the transaction in a manner which was an attempt to avoid the warrantyrequirements or Warranty Maximum. “Knowledge” shall be presumed in the presenceof facts or circumstances which, if known, would cause a non-subscribing merchant,using commercially reasonable judgment, to independently refuse to accept a check.“Knowledge” is also presumed where there is evidence of Subscriber’s attempt to avoidwarranty limitations through manipulation of transactions, including, but not limitedto the splitting of a single transaction into smaller components or resubmission of apreviously denied transaction;

g) A duplicate Lockbox Warranty Transaction relating to the same transaction was receivedand processed, or the original paper check was deposited, thereby creating a duplicateentry against Consumer’s financial institution account;

h) Consumer disputes authorizing the transaction or the validity or accuracy of thetransaction; or

i) Subscriber received notice that Consumer filed bankruptcy and Subscriber failed tonotify TeleCheck of the bankruptcy within 3 business days of Subscriber’s receipt ofsuch notice.

Subscriber shall immediately notify TeleCheck upon the happening of any of the abovecircumstances. If the Item is charged back or reassigned as provided herein, (a) TeleCheckmay debit Subscriber’s Account in the amount paid by TeleCheck for the Item, (b) deductor offset such Item against any amounts to be paid to Subscriber for Lockbox WarrantyTransactions, or (c) upon request, Subscriber shall remit the amount of the Item to TeleCheck.TeleCheck may also chargeback to Subscriber any amount over the Warranty Maximumon any Lockbox Warranty Transaction where TeleCheck has not received pay ment for suchtransaction within 60 days of the date of the Lockbox Warranty Transaction. Upon chargingback or reassigning an Item, TeleCheck shall have no further liability to Subscriber on suchItem. Following termination of this Agreement, Subscriber shall continue to bear totalresponsibility for any reassignments, chargebacks and adjust ments made under this Section.

1.7.7. Account Reconciliation. Payments processed by TeleCheck will be reflected onsettlement reports made available to Subscriber by TeleCheck. Subscriber agrees to notifyTeleCheck promptly of any discrepancy between Subscriber’s records and the informationpro vided in the reports, or of any funding failures or errors. In the event any Lockbox War -ranty Transaction is not funded or otherwise paid by TeleCheck in accordance with Section1.7.2, Subscriber is required to notify TeleCheck in writing within 30 days from the date ofsuch transaction. If Subscriber fails to notify TeleCheck within such 30 day period of thediscrepancy, funding failure or error, TeleCheck shall have no liability and Subscriber isprecluded from asserting any claims, damages or losses arising from such dis crepancy,funding failure or error.

1.7.8. Information Storage. Subscriber shall use commercially reasonable methods tosecurely store the check used in a Lockbox Warranty Transaction until destruction and allbanking information relating to the transaction.

1.7.9. “Goodwill” of a Non-Compliance Item. TeleCheck, in its sole discretion, mayvoluntarily elect not to chargeback to Subscriber a specific non-compliance Item whichfails to comply with the warranty requirements set forth in Section 1.7.3. Such discretionaryelection by TeleCheck shall not (a) constitute a course of dealing or a waiver of TeleCheck’sright to chargeback or reassign any other Return Item, or (b) relate to any other past or sub -sequent Return Item, or (c) act as a waiver of TeleCheck’s right to decline to pay any otherReturn Item.

1.7.10. Reserve Account Establishment and Funding. Subscriber expressly authorizesTeleCheck to establish a reserve account for Lockbox Warranty Transactions. The amountof the reserve account shall be set by TeleCheck, in its sole discretion, based upon Sub -scriber’s processing history and the anticipated risk of loss to TeleCheck. The reserveaccount shall be fully funded upon 3 days’ notice to Subscriber or in instances of fraud orbreach of this Agreement, the reserve account may be funded immediately at TeleCheck’selection. The reserve account may be funded by all or any combination of the following: (a)one or more debits to Subscriber’s Account (and TeleCheck is hereby authorized to makesuch debits); (b) one or more deductions or offsets to any payments otherwise due toSubscriber from TeleCheck or any of its affiliates; or (c) Subscriber’s delivery to TeleCheckof a letter of credit issued or established by a financial institution acceptable to, and in aform satisfactory to, TeleCheck. In the event of termination of this Agreement by eitherTeleCheck or Sub scriber, an immediate reserve account may be established without notice inthe manner provided above. Any reserve account will be held by TeleCheck for 10 monthsafter termi nation of this Agreement. Subscriber’s funds may be held in a commingled reserveaccount for the reserve funds of TeleCheck’s subscribers without involvement by an indepen -dent escrow agent, and shall not accrue interest. If Subscriber’s funds in the reserve accountare not sufficient to cover the delinquent fees, chargebacks or rejected and reassigned warrantyItems, or any other fees and charges due from Subscriber to TeleCheck or its affiliates, or ifthe funds in the reserve account have been released, Subscriber shall immediately payTeleCheck such sums upon request. In the event of a failure by Subscriber to fund thereserve account, TeleCheck may fund such reserve account in the manner set forth above.

1.7.11. Fees and Rates. Subscriber shall pay TeleCheck the fees and rates set forth onthe Merchant Processing Application and addenda, if any, or in this Agreement, as changedfrom time to time by TeleCheck, plus all applicable taxes. The “Inquiry Rate” is the per -cent age rate which shall apply to the face amount of each Item (up to the WarrantyMaximum), for which an authorization inquiry is made to TeleCheck by telephone,electronically or otherwise, whether or not a TeleCheck Approval Code is issued. The“Transaction Fee” is the additional per transaction charge for each Lockbox WarrantyTransaction inquiry, whether or not a TeleCheck Approval Code is issued. The “Monthly

Minimum Fee” is the minimum amount of Inquiry Rate fees that Subscriber shall pay ona monthly basis. If the total Inquiry Rate fees for Subscriber’s inquiries for any month areless than the Monthly Minimum Fee, then the Monthly Minimum Fee shall apply. The“Customer Requested Operator Call Fee” or “Voice Authorization Fee” is an additionalfee per operator or Interactive Voice Response (IVR) assisted call not requested by TeleCheck.The “December Risk Surcharge” is an additional percentage charge added to the InquiryRate for each authorization inquiry in December. The “Monthly Statement/ProcessingFee” is a monthly fee for handling Subscriber’s account. The “Set Up Fees” are fees relatedto the establishment and set up of the TeleCheck Services which are charged on a per serviceby location basis.

The following additional fees may be also be charged by TeleCheck: The “Funding ReportFee” is a $15.00 monthly fee to receive daily funding reports or $10.00 monthly fee toreceive weekly funding reports. The “Chargeback Fee” is a $5.00 handling fee for eachchargeback of a Lockbox Warranty Transaction. The “Correction Fee” is a $5.00 fee payableon each Item that must be corrected due to Subscriber’s error or at Subscriber’s request.The “Recovery Processing Fee” is a $5.00 fee for each Item that fails to meet warrantyrequire ments for which TeleCheck elects, in its discretion, to reimburse Subscriber as a“Goodwill Item” for a specific Return Item. A “Terminal Application Update Fee” of$25.00 per terminal shall be charged for each occasion that a terminal application updateis made avail able for additional features, different information or regulatory compliance.Any additional requests or other services not included in this Agreement may be subject toadditional fees. Fees for these items may be obtained by contacting TeleCheck. These abovefees are in addition to any fees charged by TeleCheck to Subscriber under any otheragreement.

TERMS APPLICABLE ONLY TOTELECHECK LOCKBOX VERIFICATION SERVICES

1.8. Lockbox Verification Services.

1.8.1. Description. The TeleCheck Lockbox Verification Services (formerly known asPayItSM) provide Subscriber with: (a) coded information to assist Subscriber in decidingwhether or not to accept an Item; and (b) processing services, all the foregoing in accordancewith this Agreement. TeleCheck does not guarantee the accuracy or completeness of theinformation provided to Subscriber. Subscriber agrees that there shall be no payment toSubscriber for any loss from transactions processed through the Lockbox Verifi cationServices. Subscriber assumes all risks that Items accepted by Subscriber may result in ReturnItems. The maximum amount of a Lockbox Verification Transaction which can be processedthrough TeleCheck is the lesser of (a) the face amount of the Item, or (b) $25,000; it beingunderstood that TeleCheck may also decline to process Items in excess of its risk parameters.

1.8.2. Processing Services. For each Lockbox Verification Transaction that TeleCheckissues a TeleCheck Approval Code that is processed by TeleCheck as an electronic fundstransfer or remotely created check, TeleCheck shall, via an electronic funds transfer, effecta credit to Subscriber’s Account for the amount of such transaction as part of a batch credit.Such credit shall typically occur within 2 banking days following TeleCheck’s receipt andacceptance of completed Lockbox Verification Transactions received prior to 9:00 p.m.Central Time. TeleCheck may reduce such credit, or initiate a debit, by the amount of anynecessary adjustments for Lockbox Verification Transactions, including, without limitation,chargebacks or partial adjustments, to Subscriber’s Account. TeleCheck reserves the rightto decline to process any transaction as a Lockbox Verification Transaction.

TeleCheck shall not be liable for any delays in receipt of funds or errors in debit and creditentries caused by third parties, including, without limitation, any ACH Network participantor Subscriber’s financial institution. Notwithstanding anything contained herein to thecontrary, TeleCheck shall be entitled without notice to place a hold on or suspend paymentof any amounts now due or hereafter to become due should an excessive amount of ReturnItems or other questionable activity occur as determined by TeleCheck in its discretion, oras otherwise required by law. In addition to any other remedies available to TeleCheck underthis Agreement, Subscriber agrees that, if Subscriber breaches or fails to comply with thisAgreement, TeleCheck may, with notice to be provided within 3 business days followingsuch action, change processing or payment terms, suspend settlement or other paymentsof any amounts now due, or hereafter to become due, until TeleCheck has had reasonableopportunity to investigate such event. Continuance of service and payment processingduring any period of delinquency shall not constitute a waiver of TeleCheck’s rights ofsuspension or termination. In the event TeleCheck makes a partial adjustment to an Itemor a credit to a Consumer’s account at the request of Subscriber or as a result of a Subscribererror, and the Item becomes a Return Item, TeleCheck may recover all such amounts fromSubscriber. TeleCheck may also recover from Subscriber the amount of any fees paid by aConsumer to Consumer’s financial institution which resulted from a Subscriber error.

1.8.3. Lockbox Verification Transaction Requirements and Represen tations.Subscriber represents and warrants with respect to each Lockbox Verification Transactionsubmitted to TeleCheck for processing under this Agreement that:

a) The check is a first party check drawn on Consumer’s account (not a corporate check)at a United States financial institution, completely and properly filled out, and madepayable to Subscriber. The name of the Consumer and check serial number are imprintedon the check by the check manufacturer;

b) The check is sent to Subscriber through the U.S. mail or delivered to Subscriber’s drop box;

c) Subscriber made an inquiry to TeleCheck in strict accordance with TeleCheck Opera -tional Procedures and obtained a single TeleCheck Approval Code;

d) The signature in the signature block on the check is not substantially different fromthe name imprinted on the check;



e) The check is not post-dated or dated earlier than 20 days from the date of inquiry toTeleCheck, and the amount called into TeleCheck and the amount shown in words andfigures on the check match exactly;

f) Consumer did not notify Subscriber that the check was not to be converted to anelectronic fund transfer;

g) Subscriber complied with all applicable laws, rules, regulations, and NACHA Rules in -cluding, without limitation, providing a separate notice to authorize each LockboxVerification Transaction and each Return Item Fee in accordance with Regulation E (12C.F.R. Part 205);

h) The transaction represents an obligation of Consumer for the purchase or payment forgoods or services from Subscriber for the price of such goods or services; and

i) Subscriber has no reason to question or have notice of any fact, circumstance or defensewhich would impair the validity or collectability of Consumer’s obligation or relieveConsumer from liability.

1.8.4. Additional Requirements for Lockbox Verification Transaction Notices.Subscriber shall provide Consumer with notice for each item that includes the following,or substantially similar, language: “When you provide a check as payment, you authorize useither to use information from your check to make a one-time electronic fund transfer fromyour account or to process the payment as a check transaction.”

1.8.5. Account Reconciliation. Payments processed by TeleCheck will be reflected onsettlement reports made available to Subscriber by TeleCheck. Subscriber agrees to notifyTeleCheck promptly of any discrepancy between Subscriber’s records and the informationprovided in the reports, or of any funding failures or errors. In the event any LockboxVerification Transaction is not funded or otherwise paid by TeleCheck in accordance withSection 1.8.2, Subscriber is required to notify TeleCheck in writing within 30 days from thedate of such transaction. If Subscriber fails to notify TeleCheck within such 30 day periodof the discrepancy, funding failure or error, TeleCheck shall have no liability and Subscriberis precluded from asserting any claims, damages or losses arising from such discrepancy,funding failure or error.

1.8.6. Return Items and Returned Payments. Subscriber shall be fully responsible andliable to TeleCheck for all Return Items and Returned Payments, regardless of the reason ortiming. TeleCheck shall deduct or offset all Return Items and Returned Payments againstany amounts to be paid to Subscriber for Lockbox Verification Transactions or, alternatively,TeleCheck may initiate debits to Subscriber’s Account for all such Return Items and ReturnedPayments.

1.8.7. Information Storage. Subscriber shall use commercially reasonable methods tosecurely store the check used in a Lockbox Verification Transaction until destruc tion andall banking information relating to the transaction.

1.8.8. Reserve Account Establishment and Funding. Subscriber expressly authorizesTeleCheck to establish a reserve account for Lockbox Verification Transactions. The amountof the reserve account shall be set by TeleCheck, in its sole discretion, based upon Sub -scriber’s processing history and the anticipated risk of loss to TeleCheck. The reserveaccount shall be fully funded upon 3 days’ notice to Subscriber or in instances of fraud orbreach of this Agreement, the reserve account may be funded immediately at TeleCheck’selection. The reserve account may be funded by all or any combination of the following: (a)one or more debits to Subscriber’s Account (and TeleCheck is hereby authorized to makesuch debits); (b) one or more deductions or offsets to any payments otherwise due toSubscriber from TeleCheck or any of its affiliates; or (c) Subscriber’s delivery to TeleCheckof a letter of credit issued or established by a financial institution acceptable to, and in aform satisfactory to, TeleCheck. In the event of termination of this Agreement by eitherTeleCheck or Subscriber, an immediate reserve account may be established without noticein the manner provided above. Any reserve account will be held by TeleCheck for 10 monthsafter termi nation of this Agreement. Subscriber’s funds may be held in a commingled reserveaccount for the reserve funds of TeleCheck’s subscribers without involvement by an inde pen -dent escrow agent, and shall not accrue interest. If Subscriber’s funds in the reserve accountare not sufficient to cover the delinquent fees, chargebacks or rejected and reassigned warrantyItems, or any other fees and charges due from Subscriber to TeleCheck or its affiliates, or ifthe funds in the reserve account have been released, Subscriber shall immediately payTeleCheck such sums upon request. In the event of a failure by Subscriber to fund thereserve account, TeleCheck may fund such reserve account in the manner set forth above.

1.8.9. Fees and Rates. Subscriber shall pay TeleCheck the fees and rates set forth on theMerchant Processing Application and addenda, if any, or in this Agreement, as changedfrom time to time by TeleCheck, plus all applicable taxes. The “Transaction Fee” is the pertransaction charge for each Item for which an authorization inquiry is made to TeleCheckby telephone, electronically or otherwise, whether or not a TeleCheck Approval Code isissued. The “Monthly Minimum Fee” is the minimum aggregate amount of TransactionFees that Subscriber shall pay on a monthly basis. If the total Transaction Fees for Sub -scriber’s inquiries for any month are less than the Monthly Minimum Fee, then the MonthlyMinimum Fee shall apply. The “Customer Requested Operator Call Fee” or “VoiceAuthorization Fee” is an additional fee per operator or Interactive Voice Response (IVR)assisted call not requested by TeleCheck. The “Monthly Statement/Processing Fee” is amonthly fee for handling Subscriber’s account. The “Set Up Fees” are fees related to theestablishment and set up of the TeleCheck Services which are charged on a per service bylocation basis.

The following additional fees may be also be charged by TeleCheck: The “Chargeback Fee”is a $5.00 handling fee for each chargeback of a Lockbox Verification Transaction. The“Correction Fee” is a $5.00 fee payable on each Item that must be corrected due to Sub -scriber’s error or at Subscriber’s request. The “Administrative Return Fee” is a $0.10

handling fee for each Return Item that is returned under NACHA Rules, and is classi fiedby TeleCheck as an administrative return. A “Terminal Application Update Fee” of $25.00per terminal shall be charged for each occasion that a terminal application update is madeavailable for additional features, different information or regulatory compliance. Any addi - tional requests or other services not included in this Agreement may be subject to addi tionalfees. Fee for these items may be obtained by contacting TeleCheck. These above fees are inaddition to any fees charged by TeleCheck to Subscriber under any other agreement.

TERMS APPLICABLE ONLY TOICA AND CBP WARRANTY SERVICES

1.9. ICA and CBP Warranty Services. TeleCheck will provide the TeleCheck ICA andCBP Warranty Services upon the terms and conditions described in this Section, as appli -cable, for each of the following products as selected by Subscriber on the TeleCheck ServicesApplication: (a) Internet Check Acceptance or (b) Checks By Phone. (Subscriber may selecteither or all such services.)

1.9.1. Description. The TeleCheck ICA and CBP Warranty Services provide Subscriberwith (a) coded information to assist Subscriber in deciding whether or not to accept an Elec -tronic Item; (b) processing services; and (c) warranty services for Electronic Item WarrantyTransactions that comply with the warranty requirements of Section 1.9.8, all in accordancewith this Agreement.

1.9.2. Promotion; Fees, Charges and Rates.

a) If ICA Warranty Service are provided hereunder, Subscriber will promote ICA WarrantyService on its web site (including the TeleCheck logo on the point of sale and/or thecheckout pages), and Subscriber may include a short description and promotion of theICA Warranty Service in a weekly/monthly email and periodic direct mail to its customerbase. TeleCheck will become a member of any affiliate marketing program of Subscriber.Additional marketing arrangements will be discussed by the parties from time to time,and the parties will cooperate in promoting use of the ICA Warranty Service on theSubscriber’s web site.

b) Subscriber shall pay to TeleCheck the fees and rates set forth on the TeleCheck ServicesApplication or in the terms and conditions herein, as changed from time to time byTeleCheck, plus all applicable taxes. The “Set Up Fees” are fees related to the establish -ment and set up of the TeleCheck Services which are charged on a per service bylocation basis. The “Inquiry Rate” is the percentage rate which shall apply to the faceamount of each Electronic Item for which an authorization inquiry is made to TeleCheck,whether or not a TeleCheck approval code is issued, and is in addi tion to any Transac -tion Fee. The “Monthly Minimum Fee” is the minimum amount of Inquiry Rate Feesthat Subscriber shall pay on a monthly basis. If the total Inquiry Rate Fees for Subscriber’sinquiries for any month are less than the Monthly Minimum Fee, then the Monthly Min -i mum Fee shall apply. The “Processing Fee” is a monthly fee for handling Sub scriber’saccount. The “Electronic Item Chargeback Fee” is a $5.00 handling fee for eachchargeback of an Electronic Item Warranty Transaction. The “Recovery Processing Fee”is a $5.00 charge for each Electronic Item that fails to meet Warranty Requirements forwhich TeleCheck elects, in its discretion, to reimburse Subscriber as a “Goodwill Item”for a specific Returned Item. The “Order Confirmation Notice Fee” is the fee for eachElectronic Item for which TeleCheck sends the required written confirmation notice tothe Consumer on behalf of Subscriber. The “Reversal Fee” is a $5.00 charge for anyreversal of an Electronic Item Warranty Transaction requested by Subscriber. The“Transaction Fee” is the additional per transaction charge for each Electronic Iteminquiry, whether or not a TeleCheck Approval Code is issued These above fees are inaddition to any fees charged by TeleCheck to Subscriber under any other agreement.The “December Risk Surcharge” is an additional percentage charge added to theInquiry Rate for each authorization inquiry in December. The “Funding Report Fee”is a $15.00 monthly fee to receive daily funding reports or $10.00 monthly fee to receiveweekly funding reports. The “Monthly Statement/Processing Fee” is a monthly feefor handling Subscriber’s account. Any additional requests or other services not includedin this Agreement may be subject to additional fees. Fees for these items may be obtainedby contacting TeleCheck. The above fees are in addition to any fees charged by TeleCheckto Subscriber under any other agreement.

1.9.3. Reserve Account. Subscriber expressly authorizes TeleCheck to establish a reserveaccount for Electronic Item Warranty Transactions. The amount of the reserve accountshall be set by TeleCheck, in its sole discretion, based upon Subscriber’s processing historyand the anticipated risk of loss to TeleCheck. The reserve account shall be fully funded uponthree (3) days notice to Subscriber, or in instances of fraud or breach of this Agreement, thereserve account may be funded immediately at TeleCheck’s election. The reserve accountmay be funded by all or any combination of the following: (i) one or more debits to Sub -scriber’s financial institution (and TeleCheck is hereby authorized to make such debits);(ii) one or more deductions or offsets to any payments otherwise due to Subscriber fromTeleCheck or any of its affiliates; or (iii) Subscriber’s delivery to TeleCheck of a letter ofcredit. Any such letter of credit shall be issued or established by a financial institutionacceptable to TeleCheck and in a form satisfactory to TeleCheck, both in TeleCheck’sdiscretion. In the event of termination of this Agreement by either Subscriber or TeleCheck,an immediate reserve account may be established without notice in the manner providedabove. Any reserve account will be held by TeleCheck for ten (10) months after terminationof this Agreement. Subscriber’s funds held in a reserve account may be held in a commingledreserve account for the reserve funds of TeleCheck’s Subscribers, without involvement byan independent escrow agent, and shall not accrue interest. In the event of a failure bySubscriber to fund the Reserve Account, TeleCheck may fund such reserve account in themanner set forth in this Section.



1.9.4. Warranty. The sole purpose of the ICA and CBP Warranty Service programs is toprovide information and processing Services to Subscriber. TeleCheck warrants the accuracyof its information provided that all requirements set forth in the Warranty Requirements inSection 1.9.8 below are strictly met. TeleCheck agrees to purchase from Subscriber one Itemper Electronic Item Warranty Transaction for which a TeleCheck Approval Code was inaccu -rate; provided, however, that TeleCheck’s liability shall be limited by the Warranty Maximumand warranty requirements, and shall not exceed the amount of the Item. Subscriber’s soleand exclusive remedy for breach of warranty shall be the right to require TeleCheck to pur -chase such Item subject to the terms and conditions contained in this Agreement.

1.9.5. Electronic Item Processing. For each Electronic Item Warranty Transaction thatTeleCheck issues a TeleCheck Approval Code and which otherwise meets the WarrantyRequirements, TeleCheck shall, via an electronic funds transfer, effect a credit to Subscriber’sAccount for the full amount of such transaction. TeleCheck reserves the right to decline toprocess any transaction as an Electronic Item Warranty Transaction.

TeleCheck shall not be liable for any delays in receipt of funds or errors in debit and creditentries caused by third parties, including, without limitation, any ACH Network participantor Subscriber’s financial institution. Notwithstanding anything contained herein to thecontrary, TeleCheck shall be entitled without notice to place a hold on or suspend paymentof any amounts now due or hereafter to become due (“Funds Hold”) should an excessiveamount of Return Items or other questionable activity occur as determined by TeleCheckin its discretion, or as otherwise required by law. In addition to placing a Funds Hold withrespect to any payment, TeleCheck may also freeze all processing activities. In addition toany other remedies available to TeleCheck under this Agreement, Subscriber agrees that, ifSubscriber breaches or fails to comply with this Agreement, TeleCheck may, with notice tobe provided within 3 business days following such action, change processing or paymentterms, suspend settlement or other payments of any amounts now due, or hereafter tobecome due, until TeleCheck has had reasonable opportunity to investigate such event.Continuance of service and payment processing during any period of delinquency shall notconstitute a waiver of TeleCheck’s rights of suspension or termination. In the eventTeleCheck makes a partial adjustment to an Item or a credit to a Consumer’s account at therequest of Subscriber or as a result of a Subscriber error, and the Item becomes a ReturnItem, TeleCheck may recover all such amounts from Subscriber. TeleCheck may also recoverfrom Subscriber the amount of any fees paid by a Consumer to Consumer’s financialinstitution which resulted from a Subscriber error.

1.9.6. “Goodwill” of a Returned Item. TeleCheck, in its discretion, may voluntarilyreimburse and not chargeback to a Subscriber for a specific Returned Item. TeleCheck’selection to reimburse and not chargeback a Returned Item(s) shall not act as a waiver ofTeleCheck’s right to decline to pay or chargeback any other Returned Item.

1.9.7. Retention of Electronic Item Authorization Records. Subscriber shall causethe Consumer to provide a verbal authorization for each Phone Check and an electronicauthorization for each Internet Check (if the Internet Check is processed under the MessageBased (ICA) Service) submitted to TeleCheck for processing pursuant to this Agreement inthe Consumer Authorization Format provided to Subscriber by TeleCheck prior to submis -sion of such Electronic Item to TeleCheck for processing. If Subscriber shall not make a taperecording of the Consumer’s verbal telephone authorization for the Phone Check BusinessTransaction, Subscriber shall provide a written confirmation notice to the Consumer of suchverbal authorization in TeleCheck’s required format in advance of the settlement date inconnection with the electronic funds transfer processing of such Phone Check. Subscribershall maintain a copy of (i) each such tape recording authorization or, alternatively, writtenconfirmation notice provided to the Consumer of the Consumer’s verbal authorization withrespect to the Phone Check and (ii) each said electronic authorization (if Message Based(ICA) Service) with respect to an Internet Check for a minimum period of two years fromthe date of the transaction or for the period specified by the NACHA Rules, whichever islonger. Within 7 days of TeleCheck’s request therefor, Subscriber shall deliver to TeleChecka (i) physical or electronic copy of the tape recording or, alternatively, a physical copy of thewritten confirmation notice provided to the Consumer of the Consumer’s verbal authoriza -tion) if a Phone Check, or (ii) physical and electronic copy of said electronic authorizationif an Internet Check, as applicable, to TeleCheck. Subscriber, upon reasonable notice andduring normal business hours, shall permit TeleCheck to audit Subscriber for its compliancewith this requirement. Notwithstanding anything to the contrary herein, if TeleCheck hasagreed to provide the written confirmation notice referred to above on behalf of Subscriberto the Consumer, Subscriber shall not be responsible for maintaining such records nor shallSubscriber be considered in breach of such requirement.

1.9.8. Warranty Requirements and Subscriber’s Representations. Subscriber cove -nants, represents, warrants and agrees (as applicable) with respect to all Electronic ItemWarranty Transactions submitted to TeleCheck for processing under this Agreement thefollowing representations:

a) The Electronic Item Warranty Transaction is not the result of the Subscriber initiating anunsolicited telephone call to a Consumer with which Subscriber had no prior relationship;

b) Each Electronic Item must be a first party personal or company check for which theConsumer has authorized payment to Subscriber drawn by electronic means on Con -sumer’s deposit account at a United States, Puerto Rico or U.S. Virgin Island financialinstitution for the purchase of goods or services from Subscriber;

c) The Consumer provided to Subscriber full and proper verbal authorization (if a PhoneCheck) or electronic authorization (if an Internet Check), to process the payment in theamount agreed to by the consumer as a Phone Check or an Internet Check, as applicable,including debiting the Consumer’s financial institution account, as required pursuantto the NACHA Rules and as otherwise required pursuant to this Agreement, and suchauthorization has not been revoked, rescinded or terminated;

d) The Consumer completely provided all required information, including, without limita -tion, name, physical address (no P.O. Box), telephone number (including area code),date of the authorization of the Electronic Item, and check number, check type (personalor company), consumer’s bank routing and Account MICR number(s), driver’s licenseor other identification acceptable to TeleCheck for the financial institution account onwhich the Electronic Item is authorized to be drawn. Subscriber shall provide toTeleCheck such Consumer information, the TeleCheck Subscriber Account Numberand any other required information from Consumer in the data sent to TeleCheck forauthorization and processing of such Electronic Item;

e) Subscriber shall have made a request and inquiry to TeleCheck for processing the Elec -tronic Item in strict accordance with TeleCheck Operational Procedures and Subscribermust have obtained a TeleCheck Approval Code. Subscriber will also properly indicateto TeleCheck, according to TeleCheck Operational Procedures, whether the transactionis an Internet Check or a Phone Check;

f) The Electronic Item for the Electronic Item Warranty Transaction represents the obliga -tion of the person who is presenting the respective Electronic Item Warranty Transactionand such Transaction is for goods or services actually sold or rendered by Subscriber forthe actual price of such goods or services (including tax and shipping) and does notinvolve any element of credit for any purpose;

g) The date of the Electronic Item Warranty Transaction shall accurately coincide withthe date of the inquiry call to TeleCheck and the date the transaction actually occurred(No Pre- or Post-dated Electronic Items);

h) The amount of the Electronic Item entered into the TeleCheck system for authorizationand processing and the Electronic Item amount authorized by the Consumer shall agree;

i) Subscriber must have contacted TeleCheck for a single TeleCheck Approval Code ononly one Electronic Item per Electronic Item Warranty Transaction;

j) Subscriber has no reason to question or have notice of any fact, circumstance or defensewhich would impair the validity or collectibility of the Consumer’s obligation or relievethe Consumer from liability for the Electronic Item;

k) Subscriber shall not in any manner utilize any of the services provided pursuant to thisAgreement for any transaction that, directly or indirectly, involves any: (i) product orservice classified under a different SIC code than the code designated for Subscriber atthe time this Agreement is executed by Subscriber (subject to any subsequent writtenagreement of the parties for a change in such SIC code); or (ii) sexually-oriented adultentertainment; gambling; or wagering service, product, business, entity or site;

l) The Subscriber shall have directly tape recorded the verbal telephonic authorizationdir ectly from the Consumer, or, alternatively, Subscriber shall have sent the requiredwrit ten confirmation notice to the Consumer (unless TeleCheck has agreed to providesuch written notice on behalf of Subscriber) for each Phone Check submitted to Tele -Check for processing pursuant to this Agreement;

m) If, for any reason the payment for an Electronic Item Warranty Transaction cannot beprocessed as an Electronic Item, Subscriber has authorized TeleCheck to produce ademand draft on behalf of Subscriber and to deposit the funds in TeleCheck’s financialinstitution account;

n) Each Electronic Item Warranty Transaction submitted to TeleCheck pursuant to thisAgreement is solely for the contemporaneous purchase of products or services by theConsumer from Subscriber;

o) Subscriber shall use the Consumer Authorization Format in connection with processingthe Electronic Item and shall not alter or modify the text of such format;

p) Subscriber shall have complied with all requirements of Section 1.9.7 above;

q) Subscriber and all Electronic Item transactions submitted to TeleCheck for processingare in compliance with (X) all federal, state and local laws and regulations, including,without limitation, Regulation E (12 C.F.R. Part 205) requirements for authorizing theElectronic Item and the Return Item Fee and the Federal Trade Commission Telemar -keting Sales Rule (16 C.F.R. Part 310) and (Y) all NACHA Rules, including, withoutlimitation, those relating to Subscriber authenticating the Consumer’s identity, securityof websites and computer systems, internet session security, and internet security audits.From time to time upon TeleCheck’s request, Subscriber shall provide TeleCheck withcopies of Subscriber’s internet security audits. If Subscriber utilizes any third parties toprovide internet hosting, gateway or other services in connection with Subscriber’sElectronic Item transactions, Subscriber shall ensure and be responsible for such thirdparties complying with all requirements contained in this Agreement; and

r) The Electronic Item Warranty Transaction is not subject to any stop payment, disputeor set-off.

All of the above foregoing covenants, requirements and representations are material termsof this Agreement. By execution of this Agreement, Subscriber acknowledges its full knowl -edge and understanding of the above covenants, requirements and representations as theypertain to the warranty services provided to Subscriber under this Agreement. Subscribershall not be entitled to receive or retain any amounts with respect to any Electronic Itemsunder this Agreement if Subscriber fails to timely satisfy any of the terms or conditions of,or breaches any covenant, warranty requirements or representation contained in: (i) thisSection 1.9.7; or (ii) any other terms, conditions or limitations elsewhere in this Agreement.

1.9.9. Collection and Returned Check Fees. Subscriber agrees that TeleCheck shall beentitled to collect from the Consumer and retain any fees or exemplary damages, in additionto the face amount of any Electronic Item, which are allowed by law. Subscriber shall follow



all TeleCheck policies and procedures and provide Consumers, at TeleCheck’s direction,any notices which in TeleCheck’s opinion may be required for TeleCheck to collect anysuch amounts arising from any returned, dishonored or unpaid Electronic Item.

1.9.10. Assignment of Electronic Items. By the execution of this Agreement, Sub -scriber ASSIGNS, TRANSFERS AND CONVEYS to TeleCheck all of Subscriber’s rights, titleand interests in any Electronic Item Warranty Transaction submitted to TeleCheck for pro -cessing. Subscriber authorizes TeleCheck to accept any such Electronic Items on behalf ofSubscriber (notwithstanding the payee) for deposit into TeleCheck’s financial institutionaccount. Subscriber shall, at TeleCheck’s request, take any action reasonably deemed necessaryby TeleCheck to aid in the enforcement of TeleCheck’s rights under or with respect to thesubject matter hereunder.

1.9.11. Reassignment and Chargeback. TeleCheck, as applicable, may: (i) reassign toSubscriber any Electronic Item Warranty Transaction purchased by TeleCheck pursuant tothe warranty service program provisions of this Agreement; or (ii) chargeback to Subscriberand debit Subscriber’s Account the amount of any Electronic Item related to an ElectronicItem Warranty Transaction submitted to TeleCheck for processing pursuant to this Agree -ment, in any of the following circumstances:

a) The goods and/or services, in whole or in part, for which the Electronic Item WarrantyTransaction was submitted to TeleCheck for authorization and processing, have beenreturned to Subscriber, have not been delivered by Subscriber or, are claimed by theConsumer to have been unsatisfactory, are subject to any dispute, set-off or counterclaim,or by the Consumer, or the Consumer’s authorization for such Electronic Item has beenstopped, revoked, rescinded or reversed by the Consumer due to any such dispute;

b) Subscriber has received full or partial payment or security in any form whatsoever tosecure payment of or for the: (i) Electronic Item for the Electronic Item WarrantyTransaction; or (ii) goods or services for which the Electronic Item for the ElectronicItem Warranty Transaction was authorized;

c) The transaction for which the Electronic Item was tendered, or transfer of the Con -sumer’s authorized Electronic Item to TeleCheck, is for any reason: (i) not permitted byapplicable law; or (ii) a court of law determines that the Electronic Item for the ElectronicItem Warranty Transaction is, in whole or in part, not due and payable by the Consumer,unless such determination results from the Consumer’s bankruptcy proceeding;

d) The consumer’s authorization of an electronic funds transfer was not issued in connec -tion with an Electronic Item Warranty Transaction;

e) Any of the warranties and representations made by Subscriber as set forth in Section1.9.8 above are or become false or inaccurate; or, Subscriber fails or failed to complywith any of the terms, conditions, provisions or obligations under this Agreement;

f) Subscriber, or any of its owners, agents or employees: (i) materially altered either theElec tronic Item Warranty Transaction or the Consumer’s authorization for such Elec -tronic Item; or (ii) processed the Electronic Item Warranty Transaction with reason toknow that the Electronic Item for such Electronic Item Warranty Transaction was likelyto be dishonored, that the identification used to authorize the Electronic Item for suchElectronic Item Warranty Transaction was forged or altered or that the Consumer didnot authorize the Electronic Item for such Electronic Item Warranty Transaction;

g) A duplicate Electronic Item Warranty Transaction relating to the same Electronic ItemWarranty Transaction was received and processed, thereby creating a duplicate entryagainst the Consumer’s financial institution account;

h) A legible and acceptable copy of the authorization documentation for the ElectronicItem is not received by TeleCheck within 7 days of a request therefor by TeleCheck asrequired by Section 1.9.7 above;

i) The Consumer disputes authorizing the Electronic Item and the Electronic Item WarrantyTransaction or the validity or accuracy of such Electronic Item Warranty Transaction;

j) A TeleCheck Approval Code has not been issued for the Electronic Item or the submis -sion of the Electronic Item to TeleCheck for settlement processing does not occur withinseven (7) days from the date the TeleCheck Approval Code is issued for the ElectronicItem; or

k) Subscriber receives notice that the Consumer filed bankruptcy and Subscriber failed tonotify TeleCheck of the bankruptcy within three (3) days business days of Subscriber’sreceipt of such notice.

Subscriber shall immediately notify TeleCheck upon Subscriber’s obtaining knowl -edge of the occurrence of notice of any of the above circumstances. If an ElectronicItem is reassigned or charged back to Subscriber as provided herein, TeleCheck may debitSubscriber’s financial institution account in the amount paid by TeleCheck for the ElectronicItem, or, upon request, Subscriber shall remit the amount of the Electronic Item to TeleCheck.TeleCheck may also chargeback to Subscriber any amount over the Warranty Maximumon any Electronic Item Warranty Transaction where TeleCheck has not received paymentfor such Electronic Item Warranty Transaction within sixty (60) days of the date of theElectronic Item Warranty Transaction. Upon reassignment or charging back an ElectronicItem, TeleCheck shall have no further liability to Subscriber on such Electronic Item.Following termination of this Agreement, Subscriber shall continue to bear total respon -sibility for any reassignments, chargebacks and adjustments made under this Section 1.9.11.

TERMS APPLICABLE ONLY TOICA AND CBP VERIFICATION SERVICES

1.10. CA and CBP Verification Services. TeleCheck will provide the TeleCheck ICAand CBP Verification Services upon the terms and conditions described in this Section asapplicable, for each of the following products as selected by Subscriber on the Merchant

Processing Application: (a) Internet Check Acceptance or (b) Checks By Phone.(Subscribermay select either or all such services.)

1.10.1. Verification Program. TeleCheck shall provide the verification services to assistSubscriber in deciding whether or not to accept an Electronic Item. TeleCheck does notguaranty the accuracy or completeness of the information and Subscriber agrees that thereshall be no payments to Subscriber by TeleCheck for any loss from transactions processedthrough the verification service and that Subscriber assumes all risks that Electronic Itemsaccepted by it may be returned, dishonored, reversed or otherwise unpaid, regardless ofthe reason therefor (“Returns”). Subscriber shall only report Electronic Items to TeleCheckif the Electronic Items were made payable to Subscriber. This Agreement is solely betweenthe Subscriber and TeleCheck; the Subscriber shall not provide or resell, directly or indi -rectly, the services provided by TeleCheck to any other third party.

1.10.2. Promotion; Fees, Charges and Rates.

a) If ICA Verification Service is provided hereunder, Subscriber will promote ICAVerification Service on its web site (including the TeleCheck logo on the point of saleand/or the checkout pages), and Subscriber may include a short description and promo -tion of the ICA Verification Service in a weekly/monthly email and periodic direct mailto its customer base. Additional marketing arrangements will be discussed by the partiesfrom time to time, and the parties will cooperate in promoting use of the ICA VerificationService on the Subscriber’s web site.

b) Subscriber shall pay to TeleCheck the fees and rates set forth on the Price/Service Sched -ule or in the terms and conditions herein, as changed from time to time by TeleCheck,plus all applicable taxes. The “Set Up Fees” are fees related to the establishment and setup of the TeleCheck Services which are charged on a per service by location basis. The“Monthly Minimum Fee” is the minimum amount of Transaction Fees that Subscribershall pay on a monthly basis. If the total fees for Subscriber’s inquiries for any monthare less than the Monthly Minimum Fee, then the Monthly Minimum Fee shall apply.The “Processing Fee” is a monthly fee for handling Subscriber’s account. The “ElectronicItem Chargeback Fee” is a $5.00 handling fee for each chargeback of an Electronic ItemVerification Transaction. The “Order Confirmation Notice Fee” is the fee for each Elec -tronic Item for which TeleCheck sends the required written confir mation notice to theConsumer on behalf of Subscriber. The “Transaction Fee” is the base charge for eachElectronic Item processing request submitted by Subscriber pur suant to this Agreement,whether or not a TeleCheck Approval Code is issued. The Transaction Fee applies andis payable for each Electronic Item inquiry submitted to TeleCheck whether or notTeleCheck authorizes and processes such Electronic Item. These above fees are in additionto any fees charged by TeleCheck to Subscriber under any other agreement. The “MonthlyStatement/Processing Fee” is a monthly fee for handling Subscriber’s account. The“Reversal Fee” is a $5.00 charge for any reversal of an Electronic Item Warranty Transac -tion requested by Subscriber. Any additional requests or other services not included inthis Agreement may be subject to additional fees. Fees for these items may be obtainedby contacting TeleCheck. The above fees are in addition to any fees charged by TeleCheckto Subscriber under any other agreement.

1.10.3. Reserve Account. Subscriber expressly authorizes TeleCheck to establish a reserveaccount for Electronic Item Verification Transactions. The amount of the reserve accountshall be set by TeleCheck, in its sole discretion, based upon Subscriber’s processing historyand the anticipated risk of loss to TeleCheck. The reserve account shall be fully funded uponthree (3) days notice to Subscriber, or in instances of fraud or breach of this Agreement, thereserve account may be funded immediately at TeleCheck’s election. The reserve accountmay be funded by all or any combination of the following: (i) one or more debits toSubscriber’s financial institution (and TeleCheck is hereby authorized to make such debits);(ii) one or more deductions or offsets to any payments otherwise due to Subscriber fromTeleCheck or any of its affiliates; or (iii) Subscriber’s delivery to TeleCheck of a letter ofcredit. Any such letter of credit shall be issued or established by a financial institutionacceptable to TeleCheck and in a form satisfactory to TeleCheck, both in TeleCheck’sdiscretion. In the event of termination of this Agreement by either Subscriber or TeleCheck,an immediate reserve account may be established without notice in the manner providedabove. Any reserve account will be held by TeleCheck for ten (10) months after terminationof this Agreement. Subscriber’s funds held in a reserve account may be held in a commingledreserve account for the reserve funds of TeleCheck’s Subscribers, without involvement byan independent escrow agent, and shall not accrue interest. If Subscriber’s funds in thereserve account are not sufficient to cover the delinquent fees, or any other fees and chargesdue from Subscriber to TeleCheck or its affiliates, or if the funds in the reserve accounthave been released, Subscriber shall immediately pay TeleCheck such sums upon request.In the event of a failure by Subscriber to fund the Reserve Account, TeleCheck may fundsuch reserve account in the manner set forth in this Section.

1.10.4. Electronic Item Processing.

a) Processing. For each Electronic Item submitted to and accepted by TeleCheck,TeleCheck will, on behalf of Subscriber, initiate ACH entries to Subscriber’s Accountfrom Consumers’ account as authorized by each Consumer.

b) Returns. Subscriber shall be fully responsible and liable to TeleCheck for all Returns.TeleCheck may deduct or offset Returns against amounts to be paid Subscriberhereunder for Electronic Items or, alternatively TeleCheck may initiate ACH debits toSubscriber’s Account for all such Returns.

c) TeleCheck shall not be liable for any delays in receipt of funds or errors in debit andcredit entries caused by third parties, including, without limitation, any ACH Networkparticipant or Subscriber’s financial institution. Notwithstanding anything containedherein to the contrary, TeleCheck shall be entitled without notice to place a hold on or



suspend payment of any amounts now due or hereafter to become due (“Funds Hold”)should an excessive amount of Return Items or other questionable activity occur asdetermined by TeleCheck in its discretion, or as otherwise required by law. In additionto placing a Funds Hold with respect to any payment, TeleCheck may also freeze allprocessing activities. In addition to any other remedies available to TeleCheck under thisAgreement, Subscriber agrees that, if Subscriber breaches or fails to comply with thisAgreement, TeleCheck may, with notice to be provided within 3 business days followingsuch action, change processing or payment terms, suspend settlement or other paymentsof any amounts now due, or hereafter to become due, until TeleCheck has had reasonableopportunity to investigate such event. Continuance of service and payment processingduring any period of delinquency shall not constitute a waiver of TeleCheck’s rights ofsuspension or termination. In the event TeleCheck makes a partial adjustment to anItem or a credit to a Consumer’s account at the request of Subscriber or as a result of aSubscriber error, and the Item becomes a Return Item, TeleCheck may recover all suchamounts from Subscriber. TeleCheck may also recover from Subscriber the amount ofany fees paid by a Consumer to Consumer’s financial institution which resulted from aSubscriber error.

d) Processing Entries. TeleCheck is responsible only for processing Electronic Itemsthat have been transmitted by Subscriber in a timely manner and in the proper format.Subscriber understands that TeleCheck may rely solely on identifying numbers providedby Subscriber or a Consumer to determine the bank and account of Consumer, even if thenumbers identify a bank or account holder different from the one identified by name.

e) Account Reconciliation. In the event any Electronic Item Verification Transaction isnot funded or otherwise paid by TeleCheck in accordance with this Agreement, Sub -scriber is required to notify TeleCheck thereof in writing within thirty (30) days fromthe date of such Electronic Item Verification Transaction. If Subscriber fails to so notifyTeleCheck within thirty (30) day period, TeleCheck will have no liability and Subscriberis precluded from asserting any claims, damages or losses relating to TeleCheck’s failureto fund such Electronic Item Verification Transaction.

1.10.5. Compliance with Laws. Subscriber covenants, represents and warrants (as appli -cable) that Subscriber and all Electronic Item Verification Transactions and related ElectronicItems submitted to TeleCheck for processing under this Agreement are now and shall duringthe term of this Agreement be (i) in compliance with all federal, state and local laws andregulations, including, without limitation, the Federal Trade Com mission Telemarketing SalesRule (16 C.F.R. Part 310), and Regulation E (12 C.F.R. Part 205); and (ii) in compliance withand bound by all NACHA Rules, including, without limitation, those relating to Subscriberverifying the identity of the Consumer, security of websites and computer systems, Internetsession security, and Internet security audits. From time to time upon TeleCheck’s request,Subscriber shall provide TeleCheck with copies of Subscriber’s Internet security audits. IfSubscriber utilizes any third parties to provide Internet hosting, gateway or other servicesin connection with Subscriber’s Electronic Item transactions, Subscriber shall ensure andbe responsible for such third parties complying with all requirements contained in thisAgree ment. Subscriber also represents and warrants that each Electronic Item and applicableReturn Item Fee has been authorized by the Consumer in compliance with all laws andNACHA Rules and as required in Section 1.10.6 below and, such authorization has notbeen reversed, revoked, rescinded or terminated.

1.10.6. Retention of Electronic Item Authorization Records. Subscriber shall causethe Consumer to provide (i) a verbal authorization for each Phone Check and (ii) anelectronic authorization for each Internet Check (if the Internet Check is processed underthe Message Based (ICA) Service) submitted to TeleCheck for processing pursuant to thisAgreement in the Consumer Authorization Format provided to Subscriber by TeleCheckprior to submission of such Electronic Item to TeleCheck for processing. If Subscriber shallnot make a tape recording of the Consumer’s verbal telephone authorization for the PhoneCheck Business Transaction, Subscriber shall provide a written confirmation notice to theConsumer of such verbal authorization in TeleCheck’s required format in advance of thesettlement date in connection with the electronic funds transfer processing of such PhoneCheck. Subscriber shall maintain a copy of (i) each such tape recording authorization or,alternatively, written confirmation notice provided to the Consumer of the Consumer’sverbal authorization with respect to the Phone Check, (ii) said electronic authorization (ifMessage Based ICA Service) with respect to an Internet Check for a minimum period oftwo years from the date of the transaction or for the period specified by the NACHA Rules,whichever is longer. Within 7 days of TeleCheck’s request therefor, Subscriber shall deliverto TeleCheck a (i) physical or electronic copy of the tape recording or, alternatively, a physicalcopy of the writ ten confirmation notice provided to the Consumer of the Consumer’s verbalauthorization) if a Phone Check, (ii) physical and electronic copy of said electronic auth -oriza tion if an Internet Check, as applicable, to TeleCheck. Subscriber, upon reasonablenotice and during normal business hours, shall permit TeleCheck to audit Subscriber for itscompliance with this requirement. Notwithstanding anything to the contrary herein, ifTeleCheck has agreed to provide the written confirmation notice referred to above on behalfof Subscriber to the Consumer, Subscriber shall not be responsible for maintaining suchrecords nor shall Subscriber be considered in breach of such requirement.

TERMS APPLICABLE ONLY TO eDEPOSIT WARRANTY SERVICE

1.11. eDeposit Warranty Service.

1.11.1. Description. The TeleCheck eDeposit Warranty Service provides Subscriber with:(a) coded information to assist Subscriber in deciding whether or not to accept a checkitem; (b) processing services; and (c) warranty services for eDeposit Warranty Transactionsthat comply with the warranty requirements of Section 1.11.4, all in accordance with thisAgreement.

1.11.2. eDeposit Check Images. Under the eDeposit Warranty Service, certain checks(“eDeposit Checks”) receiving a TeleCheck Approval Code will be submitted by TeleCheckto the check collection system for payment from the checkwriter’s account using the checkimage provided by Subscriber. Subscriber authorizes TeleCheck to deposit such imagedeDeposit Checks into TeleCheck’s financial institution account to process such payments.

If Subscriber is obtaining ECA Services in addition to the services hereunder, the eDepositChecks are being submitted to the check collection system hereunder because TeleCheckdetermined that the eDeposit Check may not available for payment electronically from thecheckwriters account. TeleCheck will provide a response to the point of sale terminal forprinting on the receipt indicating that such check needs to be retained.

TELECHECK MAKES NO REPRESENTATION OR WARRANTY THAT AN IMAGEDCHECK CAN OR WILL BE SETTLED FOR PAYMENT. SUBSCRIBER ACKNOWLEDGESTHAT CERTAIN IMAGES MAY BE REJECTED BY THE CHECK COLLECTION SYSTEMAS INELIGIBLE FOR SETTLEMENT, INCLUDING DUE TO IMAGE QUALITY. AS ARESULT, SUBSCRIBER AGREES THAT IT WILL MAINTAIN POSSESSION OF ALLORIGINAL EDEPOSIT CHECKS FOR AT LEAST 21 DAYS FROM THE DATE OF THETRANSACTION AND, IF REQUESTED BY TELECHECK BECAUSE THE IMAGEDCHECK IS NOT ELIGIBLE FOR SETTLEMENT, DEPOSIT SAID EDEPOSIT CHECKSINTO SUBSCRIBER’S BANK ACCOUNT WITHIN 2 DAYS OF SUCH REQUEST. SUB -SCRIBER SHALL SECURELY STORE ALL ORIGINAL EDEPOSIT CHECKS UNTILDESTRUCTION AND USE APPROPRIATE MEASURES TO ENSURE THAT THE ORIG -INAL CHECK IS NOT DEPOSITED UNLESS REQUESTED BY TELECHECK.

1.11.3. Processing Services. For each eDeposit Warranty Transaction that TeleChecksubmits to and is accepted by the banking system for payment, TeleCheck shall, via anelectronic funds transfer, effect a credit to Subscriber’s Account for the amount of suchtransaction as part of a batch credit. Such credit shall typically occur within 2 banking daysfollowing TeleCheck’s receipt and acceptance of completed eDeposit Warranty Transactionsreceived prior to 9:00 p.m. Central Time. TeleCheck may reduce such credit, or initiate adebit, by the amount of any necessary adjustments for eDeposit Warranty Transactions,including, without limitation, Returned Items or partial adjustments, to Subscriber’s Account.TeleCheck reserves the right to decline to process any transaction as an eDeposit WarrantyTransaction.

TeleCheck shall not be liable for any delays in receipt of funds or errors in debit and creditentries caused by third parties, including, without limitation, any financial institution orACH Network participant. Notwithstanding anything contained herein to the contrary,TeleCheck shall be entitled without notice to place a hold on or suspend payment of anyamounts now due or hereafter to become due should an excessive amount of Return Itemsor other questionable activity occur as determined by TeleCheck in its discretion, or asotherwise required by law. In addition to any other remedies available to TeleCheck underthis Agreement, Subscriber agrees that, if Subscriber breaches or fails to comply with thisAgreement, TeleCheck may, with notice to be provided within 3 business days followingsuch action, change processing or payment terms, suspend settlement or other paymentsof any amounts now due, or hereafter to become due, until TeleCheck has had reasonableopportunity to investigate such event. Continuance of service and payment processingduring any period of delinquency shall not constitute a waiver of TeleCheck’s rights ofsuspension or termination. In the event TeleCheck makes a partial adjustment to an Itemor a credit to a Consumer’s account at the request of Subscriber or as a result of a Subscribererror, and the Item becomes a Return Item, TeleCheck may recover all such amounts fromSubscriber. TeleCheck may also recover from Subscriber the amount of any fees paid by aConsumer to Consumer’s financial institution which resulted from a Subscriber error.

1.11.4. Warranty Requirements. TeleCheck warrants the accuracy of its informationprovided that all requirements set forth in this Section are strictly met. TeleCheck agrees topurchase from Subscriber one Item per eDeposit Warranty Transaction for which a TeleCheckApproval Code was inaccurate; provided, however, that TeleCheck’s liability shall be limitedby the Warranty Maximum and warranty requirements, and shall not exceed the amountof the Item. Subscriber’s sole and exclusive remedy for breach of warranty shall be the rightto require TeleCheck to purchase such item subject to the terms and conditions containedin this Agreement. Subscriber represents and warrants with respect to each eDeposit WarrantyTransaction submitted to TeleCheck for processing under this Agreement that:

a) The check is a first party check drawn on Consumer’s deposit account at a United Statesor Canadian financial institution, completely and properly filled out, and made payableto Subscriber. As a result, warranty will not be provided for any money orders,cashier’s checks, travelers checks, insurance checks or other checks which are notfirst party checks so drawn on Consumer’s deposit account. The name of theConsumer is imprinted or typed on the check by the check manufacturer. If a P.O. Boxis used or an address is not imprinted by the check manufacturer, a physical addressdescription is written on the check according to TeleCheck Operational Procedures;


c) The transaction represents an obligation of Consumer at the point of sale (no phone,or internet orders) for goods sold or rented or services rendered for the price of suchgoods or services, and the transaction is not for credit, cash or payment on an account,debt or check already due Subscriber;

d) The signature in the signature block on the check is not substantially different from thename imprinted on the check;

e) The date of the check accurately coincides within 1 calendar day of (A) the date of theinquiry call to TeleCheck, and (B) the date the transaction actually occurred. (Checks



may not pre-date or post-date by more than 1 calendar day the date of the inquiry calland the transaction date unless mailed in as provided below);


g) The TeleCheck Subscriber Number, Consumer’s telephone number (including area code),identification type and number and TeleCheck Approval Code are printed or written onthe check;

h) The amount shown in words and figures on the check is equal to the amount enteredinto the TeleCheck system;

i) The original paper check has not been deposited (unless otherwise requested byTeleCheck), thereby creating a duplicate check entry against Consumer’s financialinstitution account;

i) Subscriber must (A) maintain the original check for at least 21 days from the date thetransaction is submitted to TeleCheck and (B) if TeleCheck requests Subscriber todeposit the check, the check must be deposited in Subscriber’s Account within 2 daysof such request and received by TeleCheck for purchase within 30 days of the date ofthe check. Such check has been sent directly from Subscriber’s financial institution afterbeing presented for payment only once (no representments shall be allowed, whetherpaper or electronic);

k) If the check was mailed in, it must be (A) received by TeleCheck for purchase within45 days of the date of the check, (B) sent to Subscriber through the U.S. mail or deliveredto Subscriber’s drop box, (iii) for payment that is not more than 60 days past due, and(C) not post-dated or dated earlier than 20 days from the date of inquiry to TeleCheck;and

l) The transaction is not subject to any stop payment, dispute or set-off.

1.11.5. Assignment of Checks. By electing to subscribe to the eDeposit Warranty Service,Subscriber ASSIGNS, TRANSFERS AND CONVEYS to TeleCheck all of Subscriber’s rights,title and interest in any check submitted to TeleCheck for coverage under this Agreement.Subscriber shall, at TeleCheck’s request, endorse such check and take any action reasonablydeemed necessary by TeleCheck to aid in the enforcement of TeleCheck’s rights hereunder.

1.11.6. Reassignment. TeleCheck may reassign to Subscriber any check purchased byTeleCheck pursuant to the eDeposit Warranty Service provisions of this Agreement, in anyof the following circumstances:

a) The goods or service, in whole or in part, for which the check was issued have beenreturned to Subscriber, have not been delivered by Subscriber, claimed by Consumer tohave been unsatisfactory, or are subject to any stop payment, dispute or set-off;

b) Subscriber has received full or partial payment or security in any form to secure pay -ment of the check, or the goods or services for which the check was issued were initiallydelivered on credit or under a lease;

c) The transaction is for any reason illegal, void or invalid; or purchase by or transfer toTeleCheck of the check is not permitted by applicable law; or a court of law determinesthat the check is, in whole or in part, not due and payable by Consumer, unless suchdetermination results from Consumer’s bankruptcy proceeding;

d) Any of the representations made by Subscriber as set forth in Section 11.4 are or becomefalse or inaccurate;


f) Subscriber, or any of Subscriber’s owners, agents or employees: (i) materially alteredthe check; or (ii) accepted the check with reason to know that it was likely to bedishonored (including failure to receive a TeleCheck Approval Code) or that theidentification used was forged, altered or did not belong to Consumer; or (iii) processedthe transaction in a manner which was an attempt to avoid the warranty requirementsor Warranty Maximum. “Knowledge” shall be presumed in the presence of facts orcircumstances which, if known, would cause a non-subscribing merchant, using com -mercially reasonable judgment, to independently refuse to accept a check. “Knowledge”is also presumed where there is evidence of Subscriber’s attempt to avoid warrantylimitations through manipulation of transactions, including, but not limited to thesplitting of a single transaction into smaller components or resubmission of a previouslydenied transaction; or

g) Subscriber received notice that Consumer filed bankruptcy and Subscriber failed tonotify TeleCheck of the bankruptcy within 3 business days of Subscriber’s receipt ofsuch notice.

Subscriber shall immediately notify TeleCheck upon the happening of any of the above cir -cumstances. If the check is reassigned as provided herein, TeleCheck may debit Subscriber’sAccount in the amount paid by TeleCheck for the check, or upon request, Subscriber shallremit the amount of the check to TeleCheck. Upon reassignment of a check, TeleCheckshall have no further liability to Subscriber on such check. Following termination of thisAgreement, Subscriber shall continue to bear total responsibility for any reassignments,chargebacks and adjustments made under this Section.

1.11.7. “Goodwill” of a Non-Compliance Item. TeleCheck, in its sole discretion, mayvoluntarily elect not to reassign to Subscriber a specific non-compliance Item which failsto comply with the warranty requirements set forth in Section 11.4. Such discretionaryelection by TeleCheck shall not (a) constitute a course of dealing or a waiver of TeleCheck’sright to reassign any other Return Item, or (b) relate to any other past or subsequent ReturnItem, or (c) act as a waiver of TeleCheck’s right to decline to pay any other Return Item.

1.11.8. Account Reconciliation. Payments processed by TeleCheck will be reflected onsettlement reports made available to Subscriber by TeleCheck. Subscriber agrees to notifyTeleCheck promptly of any discrepancy between Subscriber’s records and the informationprovided in the reports, or of any funding failures or errors. In the event any eDepositWarranty Transaction is not funded or otherwise paid by TeleCheck in accordance withSection 1.11.3 above, Subscriber is required to notify TeleCheck in writing within 30 daysfrom the date of such transaction. If Subscriber fails to notify TeleCheck within such 30 dayperiod of the discrepancy, funding failure or error, TeleCheck shall have no liability andSubscriber is precluded from asserting any claims, damages or losses arising from suchdiscrepancy, funding failure or error.

1.11.9. Reserve Account Establishment and Funding. Subscriber expressly authorizesTeleCheck to establish a reserve account for eDeposit Warranty Transactions. The amount ofthe reserve account shall be set by TeleCheck, in its sole discretion, based upon Subscriber’sprocessing history and the anticipated risk of loss to TeleCheck. The reserve account shallbe fully funded upon 3 days’ notice to Subscriber or in instances of fraud or breach of thisAgreement, the reserve account may be funded immediately at TeleCheck’s election. Thereserve account may be funded by all or any combination of the following: (a) one or moredebits to Subscriber’s Account (and TeleCheck is hereby authorized to make such debits);(b) one or more deductions or offsets to any payments otherwise due to Subscriber fromTeleCheck or any of its affiliates; or (c) Subscriber’s delivery to TeleCheck of a letter ofcredit issued or established by a financial institution acceptable to, and in a form satisfactoryto, TeleCheck. In the event of termination of this Agreement by either TeleCheck orSubscriber, an immediate reserve account may be established without notice in the mannerprovided above. Any reserve account will be held by TeleCheck for 10 months aftertermination of this Agreement. Subscriber’s funds may be held in a commingled reserveaccount for the reserve funds of TeleCheck’s subscribers without involvement by anindependent escrow agent, and shall not accrue interest. If Subscriber’s funds in the reserveaccount are not sufficient to cover the delinquent fees, chargebacks or rejected Items, or anyother fees and charges due from Subscriber to TeleCheck or its affiliates, or if the funds inthe reserve account have been released, Subscriber shall immediately pay TeleCheck suchsums upon request. In the event of a failure by Subscriber to fund the reserve account,TeleCheck may fund such reserve account in the manner set forth above.

1.11.10. Fees and Rates. Subscriber shall pay TeleCheck the fees and rates set forth onthe Merchant Processing Application and Agreement and addenda, if any, or in this Agree -ment, as changed from time to time by TeleCheck, plus all applicable taxes. The “InquiryRate” is the percentage rate which shall apply to the face amount of each eDeposit Check(up to the eDeposit Warranty Maximum), for which an authorization inquiry is made toTeleCheck by telephone, electronically, or otherwise, whether or not a TeleCheck ApprovalCode is issued. The “Transaction Fee” is the additional per transaction charge for eachItem for which a transaction is submitted to TeleCheck, whether or not a TeleCheckApproval Code is issued. The “Monthly Minimum Fee” is the minimum aggregate amountof Inquiry Rate Fees that Subscriber shall pay on a monthly basis. If the total Inquiry Ratefees for Subscriber’s inquiries for any month are less than the Monthly Minimum Fee, thenthe Monthly Minimum Fee shall apply. The “Customer Requested Operator Call Fee” or“Voice Authorization Fee” is an additional fee per operator or IVR-assisted call notrequested by TeleCheck. The “Monthly Statement/Processing Fee” is a monthly fee forhandling Subscriber’s account. The “December Risk Surcharge” is an additional percentagecharge added to the Inquiry Rate for each authorization inquiry in December. The “Set UpFees” are fees related to the establishment and set up of the first and subsequent locationson the TeleCheck Services, which are charged on a per location basis.

The following additional fees may be also be charged by TeleCheck: The “Funding ReportFee” is a $15.00 monthly fee to receive daily funding reports or $10.00 monthly fee toreceive weekly funding reports. The “Chargeback Fee” is a $5.00 handling fee for eachchargeback of a eDeposit Warranty Transaction. The “Correction Fee” is a $5.00 fee payableon each Item that must be corrected due to Subscriber’s error or at Subscriber’s request.The “Administrative Return Fee” is a $0.10 handling fee for each Return Item that isreturned and is classified by TeleCheck as an administrative return. A “Terminal Applica -tion Update Fee” of $25.00 per terminal shall be charged for each occasion that a terminalapplication update is made available for additional features, different information orregulatory compliance. Additionally, TeleCheck may charge Subscriber for any non-standardrequests made by Subscriber. Fees for non-standard items may be obtained by contactingTeleCheck. These above fees are in addition to any fees charged by TeleCheck to Subscriberunder any other agreement. The eDeposit Maximum is the maximum check amount thatSubscriber will submit to TeleCheck hereunder.

TERMS APPLICABLE ONLY TO eDEPOSIT SERVICE (NON-WARRANTY)

1.12 eDeposit Service (Non-Warranty)

1.12.1. Description. The TeleCheck eDeposit Service provides Subscriber with processingservices for checks presented by Subscriber’s customers for the purchase of goods andservices in accordance with this Agreement. Under the eDeposit Service, certain checks(“eDeposit Checks”) receiving a TeleCheck Approval Code will be submitted by TeleCheckto the check collection system for payment from the checkwriter’s account using the checkimage provided by Subscriber. Subscriber authorizes TeleCheck to deposit such imagedeDeposit Checks into TeleCheck’s financial institution account to process such payment.

If Subscriber is obtaining ECA Services in addition to the services hereunder, the eDepositChecks are being submitted to the check collection system hereunder because TeleCheckdetermined that the eDeposit Check may not available for payment electronically from thecheckwriters account. TeleCheck will provide a response to the point of sale terminal forprinting on the receipt indicating that such check needs to be retained.



1.12.2. Processing Services. For each e-Deposit Transaction that TeleCheck submits toand is accepted by the banking system for payment, TeleCheck shall, via an electronic fundstransfer, effect a credit to Subscriber’s Account for the amount of such transaction as partof a batch credit. Such credit shall typically occur within 2 banking days followingTeleCheck’s receipt and acceptance of completed e-Deposit Transactions received prior to9:00 p.m. Central Time. TeleCheck may reduce such credit, or initiate a debit, by theamount of any necessary adjustments for e-Deposit Transactions, including, without limi -tation, Returned Items or partial adjustments, to Subscriber’s Account. TeleCheck reservesthe right to decline to process any transaction as an e-Deposit Transaction.

TeleCheck shall not be liable for any delays in receipt of funds or errors in debit and creditentries caused by third parties, including, without limitation, any financial institution orACH Network participant. Notwithstanding anything contained herein to the contrary,TeleCheck shall be entitled without notice to place a hold on or suspend payment of anyamounts now due or hereafter to become due should an excessive amount of Return Itemsor other questionable activity occur as determined by TeleCheck in its discretion, or asotherwise required by law. In addition to any other remedies available to TeleCheck underthis Agreement, Subscriber agrees that, if Subscriber breaches or fails to comply with thisAgreement, TeleCheck may, with notice to be provided within 3 business days followingsuch action, change processing or payment terms, suspend settlement or other paymentsof any amounts now due, or hereafter to become due, until TeleCheck has had reasonableopportunity to investigate such event. Continuance of service and payment processingduring any period of delinquency shall not constitute a waiver of TeleCheck’s rights ofsuspension or termination. In the event TeleCheck makes a partial adjustment to an Itemor a credit to a Consumer’s account at the request of Subscriber or as a result of a Subscribererror, and the Item becomes a Return Item, TeleCheck may recover all such amounts fromSubscriber. TeleCheck may also recover from Subscriber the amount of any fees paid by aConsumer to Consumer’s financial institution which resulted from a Subscriber error.

1.12.3. Settlement Disclaimer. TELECHECK MAKES NO REPRESENTATION ORWARRANTY THAT AN IMAGED CHECK CAN OR WILL BE SETTLED FOR PAYMENT.SUBSCRIBER ACKNOWLEDGES THAT CERTAIN IMAGES MAY BE REJECTED BY THECHECK COLLECTION SYSTEM AS INELIGIBLE FOR SETTLEMENT, INCLUDINGDUE TO IMAGE QUALITY. SUBSCRIBER FURTHER ACKNOWLEDGES ANDCONFIRMS THAT TELECHECK HAS ADVISED SUBSCRIBER TO MAINTAIN ALLORIGINAL CHECKS FOR AT LEAST 21 DAYS FROM SUBMISSION TO TELECHECK.SUBSCRIBER SHALL SECURELY STORE ALL ORIGINAL EDEPOSIT CHECKS UNTILDESTRUCTION AND USE APPROPRIATE MEASURES TO ENSURE THAT THE ORIG -INAL CHECK IS NOT DEPOSITED UNLESS TELECHECK OTHERWISE ADVISESTHAT THE IMAGED CHECK IS NOT ELIGIBLE FOR SETTLEMENT.

1.12.4. e-Deposit Transaction Requirements and Representations. Subscriberrepresents, warrants and agrees with respect to each e-Deposit Transaction submitted toTeleCheck for processing under this Agreement that:

a) The check is a first party check completed, signed and payable to Subscriber;

b) Subscriber complied with all applicable laws, rules and regulations;

c) The transaction represents an obligation of the check writer for the purchase or paymentfor goods or services from Subscriber for the price of such goods or services;

d) The amount shown in words and figures on the check is equal to the amount enteredinto the TeleCheck system;

e) The original paper check has not been deposited (unless otherwise advised by TeleCheckthat the imaged check is not eligible for settlement), thereby creating a duplicate checkentry against Consumer’s financial institution account

f) Subscriber has no reason to question or have notice of any fact, circumstance or defensewhich would impair the validity or collectability of the checkwriter’s obligation orrelieve Consumer from liability; and

g) Subscriber has not submitted (and will not submit) the item to TeleCheck for author -ization under any warranty services it may have with TeleCheck. If so submitted, it willbe deemed a violation of the TeleCheck Operating Procedures and warranty requirementsand TeleCheck will not warranty the item whether or not TeleCheck issued an approvalcode for such item under such other service.

1.12.5. Account Reconciliation. Payments processed by TeleCheck will be reflected onsettlement reports made available to Subscriber by TeleCheck. Subscriber agrees to notifyTeleCheck promptly of any discrepancy between Subscriber’s records and the informationprovided in the reports, or of any funding failures or errors. In the event any e-DepositTransaction is not funded or otherwise paid by TeleCheck in accordance with Section1.12.2 above, Subscriber is required to notify TeleCheck in writing within 30 days from thedate of such transaction. If Subscriber fails to notify TeleCheck within such 30 day periodof the discrepancy, funding failure or error, TeleCheck shall have no liability and Subscriberis precluded from asserting any claims, damages or losses arising from such discrepancy,funding failure or error.

1.12.6. Return Items and Returned Payments. E-Deposit Services are not paymentwarranty services. TeleCheck will have no liability for any check that is processed using e-Deposit Services that is subsequently returned, dishonored, reversed or otherwise unpaid,and does not warranty the checks processed using the e-Deposit Services. Subscriber agreesthat there shall be no payment to Subscriber for any loss from transactions processed throughthe e-Deposit services. Subscriber assumes all risks that Items accepted by Subscriber mayresult in Return Items. Subscriber shall be fully responsible and liable to TeleCheck for all

Return Items and Returned Payments, regardless of the reason or timing. TeleCheck shalldeduct or offset all Return Items and Returned Payments against any amounts to be paidto Subscriber for e-Deposit Transactions or, alternatively, TeleCheck may initiate debits toSubscriber’s Account for all such Return Items and Returned Payments.

1.12.7. Reserve Account Establishment and Funding. Subscriber expressly authorizesTeleCheck to establish a reserve account for e-Deposit Transactions. The amount of thereserve account shall be set by TeleCheck, in its sole discretion, based upon Subscriber’sprocessing history and the anticipated risk of loss to TeleCheck. The reserve account shallbe fully funded upon 3 days’ notice to Subscriber or in instances of fraud or breach of thisAgreement, the reserve account may be funded immediately at TeleCheck’s election. Thereserve account may be funded by all or any combination of the following: (a) one or moredebits to Subscriber’s Account (and TeleCheck is hereby authorized to make such debits);(b) one or more deductions or offsets to any payments otherwise due to Subscriber fromTeleCheck or any of its affiliates; or (c) Subscriber’s delivery to TeleCheck of a letter ofcredit issued or established by a financial institution acceptable to, and in a form satisfactoryto, TeleCheck. In the event of termination of this Agreement by either TeleCheck orSubscriber, an immediate reserve account may be established without notice in the mannerprovided above. Any reserve account will be held by TeleCheck for 10 months aftertermination of this Agreement. Subscriber’s funds may be held in a commingled reserveaccount for the reserve funds of TeleCheck’s subscribers without involvement by anindependent escrow agent, and shall not accrue interest. If Subscriber’s funds in the reserveaccount are not sufficient to cover the delinquent fees, chargebacks or rejected Items, or anyother fees and charges due from Subscriber to TeleCheck or its affiliates, or if the funds inthe reserve account have been released, Subscriber shall immediately pay TeleCheck suchsums upon request. In the event of a failure by Subscriber to fund the reserve account,TeleCheck may fund such reserve account in the manner set forth above.

1.12.8. Fees and Rates. Subscriber shall pay TeleCheck the fees and rates set forth on theMerchant Processing Application and Agreement and addenda, if any, or in this Addendum,as changed from time to time by TeleCheck, plus all applicable taxes. The “TransactionFee” is the per transaction charge for each Item for which a transaction is submitted toTeleCheck. The “Monthly Minimum Fee” is the minimum aggregate amount of TransactionFees that Subscriber shall pay on a monthly basis. If the total Transaction Fees for Sub -scriber’s inquiries for any month are less than the Monthly Minimum Fee, then the MonthlyMinimum Fee shall apply. The “Customer Requested Operator Call Fee” or “VoiceAuthorization Fee” of $2.50 is an additional fee per operator or IVR-assisted call notrequested by TeleCheck. The “Monthly Statement/Processing Fee” of $10.00 is a monthlyfee for handling Subscriber’s account. The “Set Up Fees” are fees related to the establish -ment and set up of the TeleCheck Services which are charged on a per location basis.

The following additional fees may be also be charged by TeleCheck: The “Funding ReportFee” is a $15.00 monthly fee to receive daily funding reports or $10.00 monthly fee to receiveweekly funding reports. The “Chargeback Fee” is a $5.00 handling fee for each chargebackof an e-Deposit Transaction. The “Correction Fee” is a $5.00 fee payable on each Item thatmust be corrected due to Subscriber’s error or at Subscriber’s request. The “AdministrativeReturn Fee” is a $0.10 handling fee for each Return Item that is returned and is classifiedby TeleCheck as an administrative return. A “Terminal Application Update Fee” of $25.00per terminal shall be charged for each occasion that a terminal application update is madeavailable for additional features, different information or regulatory compliance. Any addi -tional requests or other services not included in the Agreement may be subject to additionalfees. Fees for these items may be obtained by contacting TeleCheck. These above fees arein addition to any fees charged by TeleCheck to Subscriber under any other agreement. Thee-Deposit Maximum is the maximum check amount that Subscriber will submit to TeleCheckhereunder.

GENERAL TERMS APPLICABLE TO ALL TELECHECK SERVICES

1.13. Payment. All fees and charges are due upon receipt of invoice. Subscriber authorizesTeleCheck to debit from Subscriber’s Account, all payments and other amounts owed (in -cluding, without limitation, all Return Items, Returned Payments, chargebacks, adjustments,fees and charges, and delinquency charges) under this Agreement or any other agreementbetween Subscriber and TeleCheck or its affiliates, and to credit all amounts owing toSubscriber under this Agreement to Subscriber’s Account. If there are insufficient funds inSubscriber’s Account to pay amounts owed to TeleCheck or its affiliates, or if debits toSubscriber’s account are rejected due to ACH debit blocks, or if there are any amountsotherwise not paid by Subscriber when due, including, without limitation, delinquencycharges, chargebacks or rejected and reassigned warranty Items, Subscriber shall immediatelyreimburse TeleCheck or its affiliates upon demand, or at TeleCheck’s option, TeleCheck mayoffset or recoup such amounts against any amounts due Subscriber under this Agreementor any other agreement between Subscriber and TeleCheck or its affiliates. A delinquencycharge of 1-1/2% per month or the highest amount permitted by law, whichever is lower,shall be added to the outstanding balance of any account over 15 days delinquent. TeleCheckshall have the right to suspend all services and obligations to Subscriber, including the pay -ment of all warranties due and all transactions previously authorized, during any period inwhich Subscriber’s account is delinquent. Subscriber agrees to pay to TeleCheck a fee of $25.00or the highest amount permitted by law, whichever is lower, for any Returned Payment.Subscriber shall also be responsible for paying for all of the point of sale supplies re lated tothe TeleCheck services (i.e., paper and ink for terminals, rubber stamps, if applicable).

1.14. Security Interest. To secure Subscriber’s obligations to TeleCheck and its affiliatesunder this Agreement and any other agreement (including any check or credit card process -ing services), Subscriber grants to TeleCheck a lien and security interest in and to any of



Subscriber’s funds pertaining to the transactions contemplated by this Agreement now orhereafter in the possession of TeleCheck or its affiliates, whether now or hereafter due orto become due to Subscriber from TeleCheck. Any such funds may be commingled withother funds of TeleCheck, or, in the case of any funds held in a reserve account, with anyother funds of other subscribers of TeleCheck. In addition to any rights now or hereaftergranted under applicable law and not by way of limitation of any such rights, TeleCheck ishereby authorized by Subscriber at any time and from time to time, without notice ordemand to Subscriber or to any other person (any such notice and demand being herebyexpressly waived), to set off, recoup and to appropriate and to apply any and all such fundsagainst and on account of Subscriber’s obligations to TeleCheck and its affiliates under thisAgreement and any other agreement, including, without limitation, fees for any otherservices (including any check or credit card processing services), whether such obligationsare liquidated, unliquidated, fixed, contingent, matured or unmatured. Subscriber agrees toduly execute and deliver to TeleCheck such instruments and documents as TeleCheck mayreasonably request to perfect and confirm the lien, security interest, right of set off, recoup -ment and subordination set forth in this Agreement.

1.15. Point of Sale Notices; Return Item Fees. Subscriber agrees to follow proceduresand post and provide at TeleCheck’s direction any notices (including any updates to suchnotices) which in TeleCheck’s opinion may be required for TeleCheck to process the Itemand/or the Return Item Fee, as an electronic funds transfer, draft or otherwise. Subscriberalso agrees to assess a Return Item Fee on all Return Items, and that TeleCheck shall beentitled to collect and retain the Return Item Fee from Consumer.

1.16. TeleCheck Approval Code. Subscriber acknowledges that TeleCheck will use itsinternal and proprietary risk management systems to evaluate the risk associated with anyparticular Item and to assist in its decision whether or not to issue a TeleCheck ApprovalCode. The decision to issue a TeleCheck Approval Code shall be within the discretion ofTeleCheck.

1.17. Credit Law Compliance. Subscriber certifies that (a) Subscriber has a legitimatebusiness need, in connection with a business transaction initiated by Consumer, for theinformation provided by TeleCheck under this Agreement regarding such Consumer; and(b) the information provided by TeleCheck shall only be used for permissible purposes asdefined in the Fair Credit Reporting Act, and applicable state and federal laws, with theexception that the information shall not be used for employment purposes, and shall notbe used by Subscriber for any purpose other than a single business transaction betweenConsumer and Subscriber occurring on the date of the inquiry call to TeleCheck. NeitherSubscriber, nor Subscriber’s agents or employees, shall disclose the results of any inquirymade to TeleCheck except to Consumer about whom such inquiry is made and in no caseto any other person outside Subscriber’s organization. If Subscriber decides to reject anytransaction, in whole or in part, because of information obtained from TeleCheck, Subscriberagrees to provide Consumer with all information required by law and TeleCheck.

1.18. Use of TeleCheck Materials and Marks. Pursuant to authorization granted toTeleCheck by TeleCheck International, Inc., the owner of the trademarks referenced in thissection, TeleCheck grants to Subscriber, and Subscriber accepts, a nonexclusive, nonassign -able and nontransferable limited license, uncoupled with any right or interest, to use theTELECHECK and the TELECHECK logo service marks, and for those Subscribers whoare receiving ECA Warranty Services or ECA Verification Services, the TELECHECKELECTRONIC CHECK ACCEPTANCE and ECA Service marks (collectively, the“TeleCheck Marks”) as follows. Subscriber may use and display decals, identification dataand other materials provided by TeleCheck during the term of this Agreement at Subscriber’slocation solely in connection with the offering of TeleCheck services as authorized underthis Agreement. Subscriber shall not permit any persons other than its own officers oremployees at Subscriber’s locations to use the TeleCheck Subscriber number assigned byTeleCheck. Subscriber agrees that upon termination of this Agreement it will, at its ownexpense, either return or destroy all TeleCheck materials (including the prompt removal ofany TeleCheck decals, electronic files, logos or other materials or references to TeleCheckthat are displayed to the public, including those affixed to equipment, doors or windows).The monthly fees payable by Subscriber will apply for all months or fractions of a monththat any materials or TeleCheck-owned equipment remain in use. Subscriber shall not createany print, electronic or Internet-based materials including but not limited to any advertisingor promotional materials using any TeleCheck Marks without the prior written consent ofTeleCheck. Subscriber acknowledges TeleCheck International, Inc.’s ownership of theTeleCheck Marks and will not contest the validity of the marks or the ownership thereof.Subscriber further agrees to refrain from performing any acts that might discredit, disparage,dilute, infringe or negatively affect the value of the TeleCheck Marks or constitute unfaircompetition to TeleCheck or TeleCheck International, Inc. Subscriber agrees promptly tobring to TeleCheck’s attention any unauthorized use of the TeleCheck Marks by third partiesof which Subscriber becomes aware. Subscriber shall use the TeleCheck Marks pursuant toany guidelines provided by TeleCheck, as may be amended from time to time. The followingshall appear at least once on every piece of advertising or promotional material created bySubscriber which uses the TeleCheck Marks and has received prior written approval fromTeleCheck: “The (“Applicable Mark”) trademark is owned by TeleCheck International, Inc.and is licensed for use by (“Subscriber Name”)”.

1.19. Use of Information. Subscriber agrees that: (a) any data and other informationrelating to an Item or Consumer obtained by TeleCheck in connection with any serviceprovided hereunder (including any electronic or other image of all or any portion of anycheck or driver’s license or other identification) shall be owned by TeleCheck, with all right,title, and interest thereto; (b) TeleCheck may use any credit information provided to aTeleCheck affiliate for TeleCheck’s credit review; and (c) TeleCheck may provide or receiveany experiential information regarding Subscriber or Subscriber’s customers to or from anyTeleCheck affiliate.

1.20. TeleCheck Operational Procedures. Subscriber shall strictly follow all TeleCheckOperational Procedures provided to Subscriber, as may be amended from time to time byTeleCheck, in its discretion.

1.21. Equipment.

1.21.1. General. Subscriber may purchase point-of-sale equipment or Subscriber may rentequipment from TeleCheck as indicated on the Merchant Processing Application. Title to allrental or loaned equipment, if any, is retained by TeleCheck. Monthly rental fees will applyto all months or fractions of a month any equipment remains in use by or in the actual orconstructive possession of Subscriber. Upon termination of this Agreement, Sub scriber, atSubscriber’s expense, shall return all rental or loaned equipment to TeleCheck in goodrepair, ordinary wear and tear excepted. TeleCheck will replace or repair terminal equipmentrented or purchased from TeleCheck, provided, however that a swap fee of $129.00 shallbe charged per POS terminal replaced. Subscriber bears the entire risk of loss, theft ordamage of or to equipment, whether or not owned by Subscriber. If TeleCheck providesreplacement equipment to Subscriber via mail or other delivery service, Subscriber mustreturn replaced equipment to TeleCheck within thirty (30) business days or Subscriber willbe deemed to have purchased the equipment and will be billed for it. Subscriber will notpermit anyone other than authorized representatives of TeleCheck to adjust, maintain,program or repair equipment. A reprogramming fee of $25.00 rate will be charged for eachoccasion that a piece of equipment is reprogrammed for additional features or differentinformation. Subscriber will install all product updates to the equipment, its software orfirm ware, within thirty (30) days of receiving the updates from TeleCheck. There is a 30-daymanufacturer’s warranty on purchased equipment. A fee for the shipping and handling ofequipment and parts will be charged to the Subscriber.

1.21.2. Equipment Software, Firmware License. TeleCheck grants to Subscriber, andSubscriber accepts, a nonexclusive, non-assignable and nontransferable limited license touse the software and firmware provided with the equipment; provided, Subscriber will not:(i) export the equipment, software or firmware outside the US; (ii) copy or use the software,firmware or documentation provided by TeleCheck with the equipment; (iii) sublicense orotherwise transfer any portion of such software, firmware, documentation or the equipment;(iv) alter, change, reverse engineer, decompile, disassemble, modify or otherwise createderivative works of such software, firmware, documentation or the equipment; or (v) removeor alter any intellectual property or proprietary notices, markings, legends, symbols, or labelsappearing on, in or displayed by such software, firmware, documentation or the equipment.

1.22. Notices. Any notice or other communication required or permitted to be givenhereunder shall be delivered by facsimile transmission, overnight courier or certified orregistered mail (postage prepaid return receipt requested) addressed or transmitted if toSubscriber, at the address provided on the Merchant Processing Application or if to TeleCheck,at TeleCheck Merchant Services, Mail Stop A-12, 7301 Pacific Street, Omaha, NE 68114,with a copy to General Counsel’s Office, 3975 N.W. 120th Avenue, Coral Springs, FL 33065,or at such party’s last known address or number. Any notice delivered hereunder shall bedeemed to have been properly given (a) upon receipt if by facsimile transmission, as evi -denced by the date of transmission indicated on the transmitted material, (b) upon receiptif deposited on a prepaid basis with a nationally recognized overnight courier for nextbusiness day delivery, and (c) on the date of delivery indicated on the return receipt, ifmailed by certified or registered mail. TeleCheck and TRS shall also be permitted to providenotice by regular mail and such notice shall be deemed effective 10 days after mailing,unless otherwise provided in this Agreement. The parties’ addresses may be changed bywritten notice to the other party as provided herein.

1.23. Limitation of Liability. In no event shall either TeleCheck or Subscriber be liableto the other party, or to any other person or entity, under this Agreement, or otherwise, forany punitive, exemplary, special, incidental, indirect or consequential damages, including,without limitation, any loss or injury to earnings, profits or goodwill, regardless of whethersuch damages were foreseeable or whether such party has been advised of the possibilityof such damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINEDIN THIS AGREEMENT, IN NO EVENT SHALL TELECHECK’S LIABILITY UNDER THISAGREEMENT FOR ALL CLAIMS ARISING UNDER, OR RELATED TO, THIS AGREE -MENT EXCEED, IN THE AGGREGATE (INCLUSIVE OF ANY AND ALL CLAIMS MADEBY SUBSCRIBER AGAINST TELECHECK, WHETHER RELATED OR UNRELATED), THELESSER OF: (A) THE TOTAL AMOUNT OF FEES PAID TO TELECHECK BY SUBSCRIBERPURSUANT TO THIS AGREEMENT DURING THE 12 MONTH PERIOD IMMEDIATELYPRECEDING THE DATE THE EVENT GIVING RISE TO SUCH CLAIMS OCCURRED; OR(B) $75,000.00.

1.24. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TELECHECK MAKESNO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND NO IMPLIED ATLAW WARRANTY SHALL ARISE FROM THIS AGREEMENT OR FROM PERFORMANCEBY TELECHECK, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANT - ABILITY OR FITNESS FOR A PARTICULAR USE, ALL OF WHICH ARE EXPRESSLYWAIVED BY SUBSCRIBER. All decisions to reject any Item, driver’s license or other formof identification or payment for Subscriber’s products or services are solely Subscriber’sresponsibility.

1.25. Changes in Law or NACHA Rules. Notwithstanding anything to the contrary inthis Agreement, if the continued performance of all or any portion of the obligations ofTeleCheck becomes impossible or illegal due to changes in applicable federal, state or locallaws or regulations, or by NACHA Rules, as determined by TeleCheck in its reasonablediscretion, TeleCheck may, upon 30 days written notice to Subscriber, request to modify ordiscontinue TeleCheck’s performance of its obligations to the extent necessary to avoid aviolation of law or NACHA Rules or, if TeleCheck chooses in its sole discretion to incuradditional expenses to comply, request to increase its fees to cover the additional cost of



compliance. Additionally, if any fees or charges to TeleCheck increase for processing trans -actions through the ACH Network, TeleCheck may increase its fees by providing Subscriber30 days written notice. Any notice under this section to increase fees or modify obligationswill be effective 30 days from the date notice is mailed to Subscriber, and in such eventSubscriber may terminate this Agreement upon written notice received by TeleCheck withinsuch 30 day period.

1.26. Data Security. Subscriber shall implement commercially reasonable and prudentpolicies and procedures, including administrative, physical and technical safeguards whichare designed to meet the following objectives: (a) ensure the security and confidentiality ofCustomer Information, (b) protect against any reasonably anticipated threats or hazards tothe security or integrity of such Customer Information, and (c) protect against unauthorizedaccess to or use of Customer Information that could result in substantial harm or incon -venience to Subscriber’s customer. “Customer Information” means all Subscriber customerinformation received by Subscriber in connection with any transaction contemplated bythis Agreement. Subscriber agrees to comply with all provisions of applicable federal andstate laws and regulations and NACHA Rules, as amended from time to time, related to theprotection of Customer Information.

TERMS APPLICABLE ONLY TO THECOLLECTION SERVICES PROVIDED BY TRS

1.27. Assignment of Collection Items. Subscriber authorizes and assigns certain ECAVerification Transactions and/or Electronic Item Verification Transactions (“CollectionItems”) to TRS for collection. Collection Items shall not include any unauthorized items,duplicate items, or any items which are the subject of disputes over goods or services. AllCollection Items are hereby assigned to TRS with the exclusive right and full power andauthority to collect, sue for or in any lawful manner seek to enforce collection of CollectionItems on Subscriber’s behalf in TRS’ name or otherwise. Subscriber further agrees to executeall documents provided by TRS to evidence such assignment and rights. Subscriber may notrecall any Collection Items assigned to TRS without TRS’ prior written consent, unless thisAgreement is terminated as provided for herein. Once a Collection Item is assigned to TRS,Subscriber shall not enter into any payment arrangement or settlement regarding suchCollection Item without the prior written consent of TRS.

1.28. Collection Efforts. TRS will use lawful means to attempt to contact Consumer andto collect the Collection Items for a 90 day period, and after such period may cease all col -lection activity without any further obligation except to account for any amount collectedon such item. If TRS at any time deems a Collection Item to be uncollectible in whole orin part, TRS may cease collection prior to the end of the 90 day period without any furtherobligation except to account for any amount collected on the Collection Item. The level ofcollection effort shall be in the sole discretion of TRS. Subscriber agrees to permit theelectronic re-presentment of Collection Items through the ACH Network. If TRS is unableto collect a Collection Item in any state due to such state’s laws or regulations, TRS shallhave the right to forward the Collection Item to an agency which has the right to collect insuch state, or at TRS’ election return the Collection Item to Subscriber. Subscriber shall,upon request, provide TRS with all reasonable assistance and all relevant documents withinSubscriber’s control regarding the Collection Item.

1.29. Recovery Fees and Costs. Except as otherwise set forth herein, TRS agrees to paySubscriber amounts collected by TRS on a Collection Item less all the fees and rates due toTRS under this Agreement. (TRS shall be entitled to retain fees and rates as provided forherein and as initially set forth on the Merchant Processing Application, any interest paidon the Collection Item, interest earned on funds collected for Subscriber except whereprohibited by local law, and all statutory damages or other fees collected from Consumerincidental to the principal amount of the Collection Item). Notwithstanding any languagein this Agreement to the contrary, TRS may change any fees or rates upon written notice toSubscriber if TRS ceases to collect the Return Item Fee in any state in which it collects sucha fee on the Effective Date of this Agreement.

1.30. Payment Remittance. TRS agrees to remit payments received on Collection Itemsto Subscriber at least monthly, less any fees and charges to be paid hereunder. A writtenstatement of account will accompany each such remittance setting forth all credits anddebits. The statement need not account for any Return Item Fees, interest, or other chargesand amounts which may be collected incidental to the principal amount of the CollectionItem; except that the foregoing shall not be applicable to Wisconsin subscribers. Subscriberhereby authorizes TRS to endorse for deposit and collection any commercial paper TRSmay receive made payable to Subscriber in payment of any Collection Item. TRS shall havethe right at anytime and from time to time to offset any amounts owing by Subscriber underthis or any other agreement between TRS or a TRS affiliate and Subscriber against anyamounts owed to Subscriber from TRS under this Agreement.

1.31. Fees for Return of Merchandise or Direct Payments to Subscriber. TRS shallbe due its normal fees and rates in any instance where (a) Consumer satisfies all or part ofthe Collection Item by returning the underlying merchandise to Subscriber, or (b) Sub -scriber receives payment of any amount on a Collection Item or a Return Item Fee. TRS mayat its election deduct its fees and rates from any current or future amount collected anddue to Subscriber, or bill Subscriber for such amounts. Subscriber shall pay such amountsto TRS within 15 days of billing. Subscriber shall use its best efforts to obtain payment ofthe Return Item Fee in all instances where Consumer directly pays Subscriber any amounton a Collection Item.

1.32. Use of Information. Subscriber agrees that TRS, TeleCheck and their affiliates shallhave full right, as permitted by law, to use in its products or services, any data and otherinformation relating to a Collection Item or a Consumer obtained by TRS in connectionwith its services hereunder, including, without limitation, for use by TeleCheck in its checkapproval and account screening services.

1.33. Accuracy and Change of Information. Subscriber warrants that all CollectionItems assigned to TRS are due and owing to Subscriber and that Subscriber is not aware ofany dispute regarding the Collection Items delivered to TRS, except as expressly disclosedto TRS in writing. Subscriber agrees to inform TRS promptly of any collection, compromiseor dispute of any Collection Item, the return of all or part of the underlying merchandise,or any notice of bankruptcy. Subscriber agrees to indemnify, defend and hold harmless TRSfrom any claims, liability and expenses arising from Subscriber’s failure to so notify TRSpromptly or from Subscriber’s breach of any other obligation or warranty under thisAgreement.

1.34. Indemnification. TRS agrees that its collection efforts shall be conducted in con -formity with the Fair Debt Collection Practices Act and shall be courteous and business-like.TRS shall indemnify Subscriber and hold Subscriber harmless from any out-of-pocket lossesresulting from claims, damages or liabilities from debtors arising out of any unlawfulpractices or willful misconduct by TRS in its collection efforts. In the event that Subscriberreceives any claim or demand or becomes subject to any suit or proceeding under which aclaim may be made against TRS under this Section, Subscriber shall give prompt writtennotice thereof to TRS which shall be entitled to participate in the settlement or defensethereof and, if TRS elects, to take over and control the settlement or defense thereof withcounsel reasonably satisfactory to Subscriber. The required notice shall include a copy ofany claim, all correspondence between the claimant and Subscriber and the name, addressesand telephone numbers of the claimant and the claimant’s attorney, if any. In any case, TRSand Subscriber shall cooperate (at no cost to Subscriber) in the settlement or defense of anysuch claim, demand, suit or proceeding, including providing information and makingavailable at least one employee or agent who can testify regarding any claims or defenses.

1.35. Notices. Any notice or other communication required or permitted to be givenhereunder shall be delivered by facsimile transmission, overnight courier or certified orregistered mail (postage prepaid return receipt requested) addressed or transmitted if toSubscriber, at the address provided on the Merchant Processing Application or if to TRS, atTRS Merchant Services, Mail Stop A-12, 7301 Pacific Street, Omaha, NE 68114, with a copyto General Counsel’s Office, 3975 N.W. 120th Avenue, Coral Springs, FL 33065, or at suchparty’s last known address or number. Any notice delivered hereunder shall be deemed tohave been properly given (a) upon receipt if by facsimile transmission, as evidenced by thedate of transmission indicated on the transmitted material, (b) upon receipt if deposited ona prepaid basis with a nationally recognized overnight courier for next business day delivery,and (c) on the date of delivery indicated on the return receipt, if mailed by certified or reg -istered mail. TeleCheck and TRS shall also be permitted to provide notice by regular mailand such notice shall be deemed effective 10 days after mailing, unless otherwise providedin this Agreement. The parties’ addresses may be changed by written notice to the otherparty as provided herein.

1.36. Limitation of Liability. In no event shall either TRS or Subscriber be liable to theother party, or to any other person or entity, under this Agreement, or otherwise, for anypunitive, exemplary, special, incidental, indirect or consequential damages including, with -out limitation, loss or injury to earnings, profits or goodwill, regardless of whether suchdamages were foreseeable or whether such party has been advised of the possibility of suchdamages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREE -MENT, IN NO EVENT SHALL TRS’ LIABILITY UNDER THIS AGREEMENT FOR ALLCLAIMS ARISING UNDER, OR RELATED TO, THIS AGREEMENT EXCEED, IN THEAGGREGATE (INCLUSIVE OF ANY AND ALL CLAIMS MADE BY SUBSCRIBER AGAINSTTRS, WHETHER RELATED OR UNRELATED), THE AMOUNT OF $75,000.00.

GENERAL TERMS APPLICABLE TOALL TELECHECK SERVICES AND TRS COLLECTIONS

1.37. Updating Information. With regard to any Return Items or Collection Items sub -mitted to TeleCheck, or TRS, Subscriber shall promptly notify TeleCheck or TRS if: (a) aConsumer makes any payment to Subscriber; (b) there is a return of goods or services, inwhole or in part; or (c) there is a dispute of any amount, notice of bankruptcy or any othermatter.

1.38. Confidentiality. Subscriber shall maintain the confidentiality of this Agreementand any information provided to Subscriber by either TeleCheck, or TRS, including, withoutlimitation, TeleCheck Operational Procedures, pricing or other proprietary business infor -mation, whether or not such information is marked confidential. Such information shall notbe used except as required in connection with the performance of this Agreement ordisclosed to third parties.

1.39. No Resale, Assignment of Agreement. This Agreement is solely betweenTeleCheck, TRS and Subscriber. Subscriber shall not provide or resell directly or indirectly,the services provided by Service Provider to any other third party. This Agreement may beassigned by Subscriber only with the prior written consent of TeleCheck and TRS. EitherService Provider may freely assign this Agreement, its rights, benefits or duties hereunder.Subject to the foregoing, this Agreement shall inure to the benefit of and be binding uponthe successors and assigns of TeleCheck and TRS and Subscriber’s heirs, executors, admin -istrators, successors and assigns.

1.40. Indemnification. In the event Subscriber (a) fails to strictly comply, in whole or inpart, with any: (i) terms and conditions of this Agreement and any addenda hereto orTeleCheck Operational Procedures; or (ii) applicable law, rules, regulations and NACHARules, or (b) makes any false or inaccurate representation, Subscriber shall indemnify, defendand hold harmless the TeleCheck/TRS Parties from and against any and all Claims arisingtherefrom, including payment of all costs and reasonable attorneys’ fees for actions takenby TeleCheck, or TRS, whether by suit or otherwise, to defend the TeleCheck/TRS Partiesfrom any Claim related thereto or to preserve or enforce Service Provider’s rights under this



Agreement. In the event of any legal action with third parties or regulatory agencies concern -ing any transaction or event arising under this Agreement, Subscriber shall: (a) promptlynotify the applicable Service Provider of the Claims or legal action; (b) reasonably cooperatewith such Service Provider in the making of any Claims or defenses; and (c) provide infor -mation, assist in the resolution of the Claims and make available at least one employee oragent who can testify regarding such Claims or defenses. Upon written notice from ServiceProvider to Subscriber, Subscriber shall immediately undertake the defense of such Claimby representatives of its own choosing, subject to Service Provider’s reasonable approval;provided, however, that Service Provider shall have the right to control and undertake suchdefense by representatives of its own choosing, but at Subscriber’s cost and expense, if theClaim arises out of patent, trademark, or other intellectual property rights or laws.

1.41. Force Majeure. Neither Service Provider shall be held responsible for any delays inor failure or suspension of service caused by mechanical or power failure, computer malfunc -tions (including, without limitation, software, hardware and firmware malfunctions),transmission link failures, communication failures, failure, delay or error in clearing orprocessing a transaction through the ACH Network or Federal Reserve system, failure, delayor error by any third party or any other third party system, strikes, labor difficulties, fire,inability to operate or obtain service for its equipment, unusual delays in transportation, actof God or other causes reasonably beyond the control of Service Provider.

1.42. Compliance with Laws, Governing Law and Integration and Waiver of JuryTrial. The parties agree to comply with all federal and state laws, regulations and rules,including NACHA Rules, each as amended, relating to the services provided hereunder.You further acknowl edge and agree that you will not use your merchant account and/or the services for illegal transactions, for example, those prohibited by the UnlawfulInternet Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq., as may be amendedfrom time to time. Subscriber certifies that it has not been suspended by NACHA or anycredit card association, or cancelled by an ODFI or Third Party Sender (as defined in theNACHA Rules). This Agreement, plus any addenda attached hereto, constitutes the entireAgreement between the parties concerning subject matter hereof and supersedes all priorand contemporaneous understandings, representations and agreements in relation to itssubject matter. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TOTHE CONFLICT OF LAWS PRINCIPLES THEREOF.

ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO ATRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATINGTO OR ARISING UNDER THIS AGREEMENT.

1.43. Severability and Interpretation, Third Party Beneficiaries. If any provision,in whole or in part, of this Agreement is held invalid or unenforceable for any reason, theinvalidity shall not affect the validity of the remaining provisions of this Agreement, and theparties shall substitute for the invalid provision a valid provision which most closely approx -imates the intent and economic effect of the invalid provision. Neither this Agreement, norany addenda or TeleCheck Operational Procedures, shall be interpreted in favor or againstany party because such party or its counsel drafted such document. No course of dealing,usage, custom of trade or communication between the parties shall modify or alter any ofthe rights or obligations of the parties under this Agreement. This Agreement is solely for thebenefit of TeleCheck (and its affiliates) and Subscriber and no other person or entity shallhave any right, interest or claim under this Agreement.

1.44. Amendment and Waiver. No modification, amendment or waiver of any of theterms and conditions of this Agreement shall be binding upon TeleCheck or TRS unlessmade in writing and approved and signed by TeleCheck and TRS. No waiver of any rightshereunder shall be deemed effective unless in writing executed by the waiving party. Nowaiver by any party of a breach or any provision of this Agreement shall constitute a waiverof any prior or subsequent breach of the same or any other provision of this Agreement. Theparties agree that no failure or delay in exercising any right hereunder shall operate as awaiver of any such right. All of TeleCheck’s and TRS’ rights are cumulative, and no singleor partial exercise of any right hereunder shall preclude further exercise of such right or anyother right.

1.45. Damages. Upon Subscriber’s breach of this Agreement, including any unauthorizedtermination, TeleCheck shall be entitled to recover from Subscriber liquidated damages inan amount equal to ninety percent (90%) of the aggregate Monthly Minimum Fees andMonthly Statement/Processing Fees payable for the unexpired portion of the then currentterm of this Agreement. TeleCheck and Subscriber hereby acknowledge and agree that, aftergiving due consideration to the costs TeleCheck may incur by reason of Subscriber’s breachof this Agreement, to the possibility that TeleCheck will not be able to mitigate its damages,and to the expense savings that TeleCheck may obtain by not having to provide services ormaintenance, the liquidated damages specified herein constitute a realistic pre-estimate ofthe loss to TeleCheck in the event of such breach and shall not be construed as a penalty.

1.46. Financial and Other Information.

1.46.1. Upon request, you will provide us and our affiliates, quarterly financial statementswithin 45 days after the end of each fiscal quarter and annual audited financial statementswithin 90 days after the end of each fiscal year. Such financial statements shall be preparedin accordance with generally accepted accounting principles. You will also provide suchother financial statements and other information concerning your business and yourcompliance with the terms and provisions of this Agreement as we may reasonably request.You authorize us and our affiliates to obtain from third parties financial and credit informa -tion relating to you in connection with our determination whether to accept this Agreementand our continuing evaluation of your financial and credit status. Upon request, you shallpro vide, and/or cause to be provided, to us and our affiliates, or our representatives or regu -lators reasonable access to your or your service provider’s facilities and records for the purpose

of performing any inspection and/or copying of books and/or records deemed appropriate.In such event, you shall pay the costs incurred by us or our affiliates for such inspection,including, but not limited to, costs incurred or airfare and hotel accommodations.

1.46.2. You will provide us with written notice of any judgment, writ, warrant, or attach -ment, execution or levy against any substantial part (25% or more in value) of your totalassets not later than three (3) days after you become aware of the same.

1.47. Survivability. All representations, warranties, indemnities, limitations of liabilityand covenants made herein shall survive the termination of this Agreement and shall remainenforceable after such termination.

1.48. IRS Reporting. Pursuant to Section 6050W of the Internal Revenue Code, merchantacquiring entities and third party settlement organizations are required to file an informationreturn for each calendar year beginning January 1, 2011 reporting all payment card trans -actions and third party network transactions with payees occurring in that calendar year.Accordingly, for applicable transactions, you will receive a Form 1099-K reporting yourgross transaction amounts for each calendar year beginning with transactions processed incalendar year 2011. Your gross transaction amount refers to the gross dollar amount of thecard transactions processed through your merchant account with us. In addition, amountsreportable under Section 6050W are subject to backup withholding requirements. Payorswill be required to perform backup with holding by deducting and withholding income taxfrom reportable transactions if (a) the payee fails to provide the payee’s taxpayer iden -tification number (TIN) to the payor, or (b) if the IRS notifies the payor that the TIN (whenmatched with the name) provided by the payee is incorrect. Accordingly, to avoid backupwithholding, it is very important that you provide us with the correct name and TIN thatyou use when filing your tax return that includes the transactions for your business.

ADDENDA TO TELECHECK/TRS SERVICES AGREEMENT

2.0. CHECK CASHING WARRANTY SERVICE ADDENDUM.

If you elect to subscribe to the Check Cashing Warranty Service, the terms and conditionsof this Section shall apply, and the TeleCheck/TRS Services Agreement (the “Agreement”)is amended to include the Check Cashing Warranty Service for the warranty of certainpaper checks that meet the warranty requirements. TeleCheck and Subscriber agree asfollows:

2.1. Amendment to Definitions. The following definitions shall be applicable to CheckCashing Warranty Service:

a) For purposes of a Check Cashing Transaction, “Warranty Maximum” means the lowerof (i) the face amount of the check; or (ii) $100.00 for a Personal Check made payableto a Subscriber; or (iii) $750.00 for a Company or Government Check.

b) The following definitions shall be added to this Section: “Check” means a CompanyCheck, a Government Check or a Personal Check. “Check Cashing Consumer” meansa person who authorizes a Check Cashing Transaction for: (i) a Company Check orGovernment Check made payable to the Check Cashing Consumer; or (ii) a PersonalCheck made payable to Subscriber. “Check Cashing Transaction” means the contem -poraneous presentment of a Company Check, Government Check or Personal Checkfor cash in accordance with the procedures of the Agreement and this Addendum.“Company Check” means a company payroll, expense reimbursement or non-medicalinsurance refund check. “Convenience Check” means a check provided by a third party(i.e., credit card issuer) to a Check Cashing Consumer on behalf of such Check CashingConsumer, for which such check does not debit against the Check Cashing Consumer’sown demand deposit account. “Government Check” means a U.S. federal, state, or localgovernment payroll, expense reimbursement, tax refund or benefit/assistance (i.e., SocialSecurity, disability, child support) check. “PayDay Loan” (also called a Deferred DepositLoan, Deferred Presentment Loan, Small Loan or Short Term Loan) means a transactionfor which a merchant makes a cash advance to a consumer and, for a fee, finance chargeor other consideration: (i) accepts a check (sometimes post-dated) from the consumer;(ii) agrees to hold the check for a period of time prior to negotiation, deposit orpresentment of the check for payment; and (iii) advances to the consumer, credits theconsumer’s account, or pays to another person or entity on the consumer’s behalf, theamount of the check, less any fee, finance charge or other consideration. “Payor” meansa company or governmental agency that issues a Company Check or Government Checkmade payable to a Check Cashing Consumer. “Personal Check” means a personal checkmade payable to the Subscriber which debits against the Check Cashing Consumer’sown demand deposit account.

2.2. Warranty Requirements and Representations for Check Cashing Transac -tions. During the initial or any renewal term, Subscriber agrees that it will process throughTeleCheck’s authorization system all Checks presented to Subscriber for check cashing priorto acceptance thereof. TeleCheck agrees to purchase from Subscriber one check per CheckCashing Transaction for which a TeleCheck Approval Code was inaccurate; provided,however, that TeleCheck’s liability shall be limited by the Warranty Maximum and warrantyrequirements, and shall not exceed the amount of the check. Subscriber’s sole and exclusiveremedy for breach of warranty shall be the right to require TeleCheck to purchase such checksubject to the terms and conditions contained in this Agreement. Subscriber represents andwarrants with respect to each Check Cashing Transaction submitted to TeleCheck for pro -cessing under this Agreement that:

a) The Check is drawn on a United States or Canadian financial institution, and is com -pletely and properly filled out.

b) Subscriber made an inquiry to TeleCheck in strict accordance with TeleCheck Opera -tional Procedures and obtained a single TeleCheck Approval Code.



c) The TeleCheck Subscriber Number, TeleCheck Approval Code, and Payor’s or CheckCashing Consumer’s telephone number (including area code) and identification typeand number are printed, written, endorsed or franked on the Check. If a P.O. Box is usedor an address is not imprinted by the check manufacturer, a physical address descriptionof Check Cashing Consumer is written on the front of the check according to TeleCheckOperational Procedures.

d) The amount entered into the TeleCheck system and on the Check (in words and figures)match and does not exceed the Warranty Maximum.

e) The Personal Check is a first party check made payable to Subscriber.

f) The Company or Government Check is payable to, and endorsed by, the Check CashingConsumer, without any restrictions or limitations of any kind (except for time limi -tations), and the name and address of the Payor is imprinted or typed on the Check bythe check manufacturer.

g) The signature in the signature block on a Personal Check is not substantially differentfrom the name imprinted on the check, and reasonably corresponds to any signaturecon tained in the piece of identification. The physical description of the Check CashingConsumer reasonably corresponds to the description contained in the piece of iden -tification.

h) The endorsement signature by the Check Cashing Consumer on the back of a Companyor Government Check is not substantially different from the name of the Check CashingConsumer on the front side of such Check. The endorsement signature and physicaldes cription of the Check Cashing Consumer reasonably corresponds to any signatureand physical description contained in the piece of identification.

i) The Personal Check transaction represents an obligation of the Check Cashing Con -sumer presenting the Check for cash and does not involve any element of credit for anypurpose. TeleCheck does not warrant any Payday Loans or Convenience Checks.

j) The date of the Personal Check accurately coincides with the date of the inquiry call toTeleCheck and the date the Check Cashing Transaction actually occurred (No Pre- orPost-dated checks).

k) The date of the transaction is within 30 days of the date of issuance on the Company orGovernment Check (no post-dated Company or Government Checks). The date of theinquiry call to TeleCheck is the same date as the Check Cashing Transaction.

l) The Check is deposited in Subscriber’s Account and received by TeleCheck for purchase:(i) in the case of a Personal Check, within 30 days of the date of the Check, and (ii) inthe case of a Company or Government Check, within 30 days following the date theCheck was presented to Subscriber. Such Check has been sent directly to TeleCheckafter being presented for payment only once (no representments shall be permitted,whether paper or electronic).

m) Subscriber has no reason to question or have notice of any fact, circumstance or defensewhich would impair the validity or collectability of the Payor’s or Check Cashing Con -sumer’s obligation or relieve the Check Cashing Consumer from liability.

2.3. Limitations. TeleCheck shall warrant a Personal Check for a Check Cashing Trans -action only to subscribers using TeleCheck’s Check Cashing Warranty Services in SICs 5541(convenience stores), 5411(grocery stores), and 7011 (general lodging such as hotels /motels), and such subscribers must fully comply with TeleCheck’s sales management qual -ifications. For SIC 7011 Only: TeleCheck shall only warrant a Personal Check if the CheckCashing Consumer: (a) is a registered guest of Subscriber on the date of the Check CashingTransaction; and (b) presents a maximum of one Check Cashing Transaction per day.

2.4. Termination. This Addendum may be terminated by either party at any time byproviding 30 days written notice to the other party and is not valid until accepted byTeleCheck’s management.

Except as expressly modified by this Check Cashing Warranty Service Addendum, allprovisions contained in the Agreement and applicable to the TeleCheck Paper WarrantyServices shall remain in full force and effect. In the event of any conflict or any incon -sistency between the Agreement and this Addendum, the provisions of this Addendumshall govern and control.

3.0. CHECK CASHING VERIFICATION SERVICE ADDENDUM

If you elect to subscribe to the Check Cashing Verification Service, the terms and conditionsof this Section shall apply, and the TeleCheck/TRS Services Agreement (the “Agreement”)is amended to include the Check Cashing Verification Service. TeleCheck and Subscriberagree as follows:

3.1. Description. The TeleCheck Check Cashing Verification Services provide Subscriberwith coded information to assist Subscriber in deciding whether or not to accept a Check(as defined below). TeleCheck does not guarantee the accuracy or completeness of theinformation provided to Subscriber. Subscriber agrees that there shall be no payment toSubscriber for any loss from transactions processed through the Check Cashing VerificationServices. Subscriber assumes all risks that checks accepted by Subscriber may result inReturn Items.

3.2. Definitions. The following definitions shall be applicable to Check Cashing Verifi ca -tion Services: “Check” means a Company Check, a Government Check or a Personal Check.“Check Cashing Consumer” means a person who authorizes a Check Cashing VerificationServices transaction for: (i) a Company Check or Government Check made payable to theCheck Cashing Consumer; or (ii) a Personal Check made payable to Subscriber. “CompanyCheck” means a company payroll, expense reimbursement or non-medical insurance refundcheck. “Convenience Check” means a check provided by a third party (i.e., credit cardissuer) to a Check Cashing Consumer on behalf of such Check Cashing Consumer, for which

such check does not debit against the Check Cashing Consumer’s own demand depositaccount. “Government Check” means a U.S. federal, state, or local government payroll,expense reimbursement, tax refund or benefit/assistance (i.e., Social Security, disability,child support) check. “PayDay Loan” (also called a Deferred Deposit Loan, Deferred Pre -sent ment Loan, Small Loan or Short Term Loan) means a transaction for which a merchantmakes a cash advance to a consumer and, for a fee, finance charge or other consideration:(i) accepts a check (sometimes post-dated) from the consumer; (ii) agrees to hold the checkfor a period of time prior to negotiation, deposit or presentment of the check for payment;and (iii) advances to the consumer, credits the consumer’s account, or pays to another personor entity on the consumer’s behalf, the amount of the check, less any fee, finance charge orother consideration. “Personal Check” means a personal check made payable to the Sub -scriber which debits against the Check Cashing Consumer’s own demand deposit account.

3.3. Eligible Checks. The Check Cashing Verification Service shall be limited to (a)Company Checks made payable to the Check Cashing Consumer, (b) Government Checksmade payable to the Check Cashing Consumer, and (c) Personal Check made payable toSubscriber. In no event may the transaction involve (i) a Convenience Check, or (ii) aPayDay Loan.

3.4. Eligible Subscribers. TeleCheck shall process a Personal Check in a check cashingtransaction only for subscribers using services in SICs 5541 (convenience stores), 5411(grocery stores), 5933 (pawn shops), 5921 (liquor stores), 6010 (general check cashing)and 7011 (general lodging such as hotels /motels), and such subscribers must fully complywith TeleCheck’s sales management qualifications.


Except as expressly modified by this Check Cashing Verification Service Addendum,all provisions contained in the Agreement shall remain in full force and effect. In theevent of any conflict or any inconsistency between the Agreement and this Addendum,the provisions of this Addendum shall govern and control.

4.0. MAIL ORDER WARRANTY SERVICE ADDENDUM

If you elect to subscribe to the Mail Order Warranty Service, the terms and conditions ofthis Section shall apply, and the TeleCheck/TRS Services Agreement (the “Agreement”) isamended to include the Mail Order Warranty Service for the warranty of paper checksissued in mail order transactions. TeleCheck and Subscriber agree as follows:

4.1. Warranty Requirements. The warranty requirements for Paper Warranty Servicesas set forth in Section 1.4.2 of the Agreement shall apply to the Mail Order Warranty Serviceexcept for the additions and modifications to the requirements as follows:

a) The date of the check and the date of the inquiry call to TeleCheck are no later than thedate of the deposit of the check;

b) The goods purchased through mail order are not mailed to a P.O. Box address unless theorder is mailed to a post office box located in Alaska;

c) The date of the inquiry is written on the check; and

d) The check is received by TeleCheck for purchase within 45 days from the date of theinquiry call. A copy of the invoice must accompany each warranty request.


Except as expressly modified by this Mail Order Warranty Service Addendum, all pro -visions contained in the Agreement and applicable to the TeleCheck Paper WarrantyServices shall remain in full force and effect. In the event of any conflict or any incon -sistency between the Agreement and this Addendum, the provisions of this Addendumshall govern and control.

5.0. C.O.D. WARRANTY SERVICE ADDENDUM

If you elect to subscribe to the C.O.D. Warranty Service, the terms and conditions of thisSection shall apply, and the TeleCheck/TRS Services Agreement (the “Agreement”) isamended include the C.O.D. Warranty Service for the warranty of paper checks issued ina C.O.D. transaction that meet the warranty requirements. TeleCheck and Subscriber agreeas follows:

5.1. Check Approval Amount. To obtain an authorization, Subscriber may need toestimate the amount of the check to include freight and handling charges. TeleCheck willhonor the warranty on the check in accordance with the warranty requirements up to theWarranty Maximum if the amount of the check differs from the check approval amount byno more than 10%.

5.2. Warranty Requirements. The warranty requirements for Paper Warranty Services asset forth in Section 1.4.2 of the Agreement shall apply to the C.O.D. Warranty Service exceptfor the additions and modifications to the requirements as follows:

a) The date of the inquiry call to TeleCheck is no later than 10 days of the date of the check;

b) The date of inquiry call and TeleCheck Approval Code are written on the check; and

c) The check is received by TeleCheck for purchase within 45 days from the date of theinquiry call. A copy of the invoice must accompany each warranty request.




Except as expressly modified by this C.O.D. Warranty Service Addendum, allprovisions contained in the Agreement and applicable to the TeleCheck PaperWarranty Services shall remain in full force and effect. In the event of any conflictor any inconsistency between the Agreement and this Addendum, the provisionsof this Addendum shall govern and control.

6.0. LOCKBOX PRO 21 WARRANTY SERVICE ADDENDUM

If you elect to subscribe to the Lockbox Pro 21 Warranty Service, the terms and conditionsof this Section shall apply, and the Agreement is amended to include the Lockbox Pro 21Warranty Service. TeleCheck and Subscriber agree as follows:

6.1. Description. Under the Lockbox Warranty Service, TeleCheck provides check auth -orization and processing services with respect to checks received by Subscriber as paymentfrom individuals or other entities using Subscriber’s drop box locations or through the US orother mail for transactions for the purchase of goods or services. Under the Lockbox Pro 21Warranty Services TeleCheck will determine that certain checks (“Pro 21 Checks”) may notbe not available for payment electronically from the check writer’s account, and will insteadsubmit the Pro 21 Checks to the check collection system for payment using the check imageprovided by Subscriber. Subscriber authorizes TeleCheck to deposit such imaged Pro 21Checks into TeleCheck’s financial institution account to process such payment. TeleCheckwill also provide a response to the point of sale terminal for printing on the receipt indicatingthat such check needs to be retained.

The Pro 21 Checks will be deemed Items and Lockbox Warranty Transactions for allpurposes under the Agreement including, without limitation, settlement to Subscriber ascredit to its financial institution account by electronic funds transfer in accordance with theterms of the Lockbox Warranty Service.

6.2. Settlement Disclaimer. TELECHECK MAKES NO REPRESENTATION ORWARRANTY THAT AN IMAGED CHECK CAN OR WILL BE SETTLED FOR PAYMENT.SUBSCRIBER ACKNOWLEDGES THAT CERTAIN IMAGES MAY BE REJECTED BYTHE CHECK COLLECTION SYSTEM AS INELIGIBLE FOR SETTLEMENT, INCLUD -ING DUE TO IMAGE QUALITY. AS A RESULT, SUBSCRIBER AGREES THAT IT WILLMAINTAIN POSSESSION OF ALL ORIGINAL PRO 21 CHECKS FOR AT LEAST 21DAYS FROM THE DATE OF THE TRANSACTION AND, IF REQUESTED BY TELE -CHECK BECAUSE THE IMAGED CHECK IS NOT ELIGIBLE FOR SETTLEMENT,DEPOSIT SAID PRO 21 CHECKS INTO SUBSCRIBER’S BANK ACCOUNT WITHIN2 DAYS OF SUCH REQUEST. SUBSCRIBER SHALL SECURELY STORE ALL ORIGINALPRO 21 CHECKS UNTIL DESTRUCTION AND USE APPROPRIATE MEASURES TOENSURE THAT THE ORIGINAL CHECK IS NOT DEPOSITED UNLESS REQUESTEDBY TELECHECK.

6.3. Warranty Requirements. The Warranty Requirements for Lockbox Warranty Ser -vices set forth in Section 1.7.3 of the Agreement shall apply to the Lockbox Pro 21 WarrantyServices except for the additions and modifications as follows:

a) Subscriber must (i) maintain the original Pro 21 Check for at least 21 days from the datethe transaction is submitted to TeleCheck and (ii) deposit the original check into itsbank account within 2 business days from TeleCheck’s request to deposit the item.

b) The original paper check has not been deposited (unless otherwise requested by Tele -Check), thereby creating a duplicate check entry against Consumer’s financial institutionaccount; and

c) If TeleCheck requested the physical Pro 21 Check to be deposited as set forth above,each representation and warranty set forth in Service Agreement for the Paper WarrantyServices shall apply to such transaction, except that the check must be (i) received byTeleCheck for purchase within 45 days of the date of the check, (ii) sent to Subscriberthrough the U.S. mail or delivered to Subscriber’s drop box, (iii) for payment that is notmore than 60 days past due, and (iv) not post-dated or dated earlier than 20 days fromthe date of inquiry to TeleCheck.

As set forth in the warranty requirements in Section 1.7.3 of Agreement, the check must bea first party check drawn on Consumer’s deposit account at a U.S. financial institution.Accordingly, warranty will not be provided for any money orders, cashier’s checks, travelerschecks, insurance checks or other checks which are not first party checks so drawn onConsumer’s deposit account.

Except as expressly modified by this Lockbox Pro 21 Warranty Service Addendum, all pro -visions contained in the Agreement and applicable to the Lockbox Warranty Service shallremain in full force and effect. In the event of any conflict or any inconsistency between theAgreement and this Addendum, the provisions of this Addendum shall govern and control.

7.0. LOCKBOX PRO 21 VERIFICATION SERVICE ADDENDUM

If you elect to subscribe to the Lockbox Pro 21 Verification Service, the terms andconditions of this Section shall apply, and the Agreement is amended to include the LockboxPro 21 Verification Service. TeleCheck and Subscriber agree as follows:

7.1. Description. Under the Lockbox Verification Service. TeleCheck provides checkauthorization and processing services with respect to checks received by Subscriber aspayment from individuals or other entities using Subscriber’s drop box locations or throughthe US or other mail for transactions for the purchase of goods or services. Under theLockbox Pro 21 Verification Services TeleCheck will determine that certain checks (“Pro 21Verification Checks”) may not be not available for payment electronically from the checkwriter’s account, and will instead submit the Pro 21 Verification Checks to the checkcollection system for payment using the check image provided by Subscriber. Subscriberauthorizes TeleCheck to deposit such imaged Pro 21 Verification Checks into TeleCheck’s

financial institution account to process such payment. TeleCheck will also provide aresponse to the point of sale terminal for printing on the receipt indicating that such checkneeds to be retained.

The Pro 21 Verification Checks will be deemed Items and Lockbox Verification Transactionsfor all purposes under the Agreement including, without limitation, settlement to Subscriberas credit to its financial institution account by electronic funds transfer in accordance withthe terms of the Lockbox Verification Service. In addition to the representations andwarranties in Section 1.8.3, Subscriber represents and warrants that the original paper checkhas not been deposited (unless otherwise advised by TeleCheck that the imaged check isnot eligible for settlement), thereby creating a duplicate check entry against Consumer’sfinancial institution account.

7.2. Settlement Disclaimer. TELECHECK MAKES NO REPRESENTATION ORWARRANTY THAT AN IMAGED CHECK CAN OR WILL BE SETTLED FOR PAYMENT.SUBSCRIBER ACKNOWLEDGES THAT CERTAIN IMAGES MAY BE REJECTED BYTHE CHECK COLLECTION SYSTEM AS INELIGIBLE FOR SETTLEMENT, INCLUD -ING DUE TO IMAGE QUALITY. SUBSCRIBER FURTHER ACKNOWLEDGES ANDCON FIRMS THAT TELECHECK HAS ADVISED SUBSCRIBER TO MAINTAIN ALLORIGINAL PRO 21 VERIFICATION CHECKS FOR AT LEAST 21 DAYS FROM SUB -MISSION TO TELECHECK. SUBSCRIBER SHALL SECURELY STORE ALL ORIGINALPRO 21 VERIFICATION CHECKS UNTIL DESTRUCTION AND USE APPROPRIATEMEASURES TO ENSURE THAT THE ORIGINAL CHECK IS NOT DEPOSITED UNLESSTELECHECK OTHERWISE ADVISES THAT THE IMAGED CHECK IS NOT ELIGIBLEFOR SETTLEMENT.

7.3. Returns. Lockbox Pro 21 Verification Service is not payment warranty services.TeleCheck will have no liability for any check that is processed using the Lockbox Pro 21Services that is subsequently returned, dishonored, reversed or otherwise unpaid (“ReturnItems”), and does not warranty the checks processed using the Lockbox Pro 21 VerificationService. Subscriber shall be fully responsible and liable to TeleCheck for all Return Items,regardless of the reason or timing. TeleCheck shall deduct or offset all Return Items againstany amounts to be paid to Subscriber for Items or, alternatively, TeleCheck may initiatedebits to Subscriber’s Account for all such Return Items.

Except as expressly modified by this Lockbox Pro 21 Verification Service Addendum,all provisions contained in the Agreement and applicable to the Lockbox VerificationService shall remain in full force and effect. In the event of any conflict or anyinconsistency between the Agreement and this Addendum, the provisions of thisAddendum shall govern and control.

TERMS AND CONDITIONS FOR TRS COLLECTION SERVICES

(Other than ECA Verification, ICA Verification and CBP Verification with TRS Collection Services)

8.0. TRS COLLECTION SERVICES AGREEMENT

This TRS Collection Services Agreement (the “TRS Agreement”) is entered by and betweenTRS Recovery Services, Inc. (“TRS”) and Subscriber as indicated on the Merchant ProcessingApplication (“Subscriber”).

8.1. Term, Termination and Amendment. This TRS Agreement shall be effective for aninitial period of 12 months from the Effective Date and thereafter unless or until terminatedas provided for herein. Either party may terminate this TRS Agreement at any time upon30 days’ written notice to the other party. TRS reserves the right to amend at any time andfrom time to time any term or condition of this TRS Agreement including, without limitation,rates and fees initially set forth on the Merchant Processing Application by providing Sub -scriber written notice, and such amendments shall be effective 30 days following said notice.If TRS so amends this TRS Agreement, Subscriber shall have the right to terminate this TRSAgreement if it provides written notice to TRS within such 30 day period. Except as specif -ically provided herein, no modification, amendment, or waiver shall be binding upon theparties including, without limitation, course of dealings and communications, whetherwritten, oral or in any other medium, unless made in writing and signed by both parties.

8.2. Assignment of Collection Items. Subscriber agrees to deliver to TRS certain ofSubscriber’s checks for collection (“Collection Items”). Collection Items shall not includeany stop payments, unauthorized items, duplicate items, or any items which are the subjectof disputes over goods or services. All Collection Items delivered to TRS are hereby assignedto TRS with the exclusive right and full power and authority to collect, sue for or in anylawful manner seek to enforce collection of Col lection Items on behalf of the Subscriber inTRS’ name or otherwise. Subscriber further agrees to execute all documents provided byTRS to evidence such assignment and rights. Subscriber may not recall any Collection Itemsassigned to TRS without TRS’ prior written consent, unless this TRS Agreement is terminatedas provided for herein. Once a Collection Item is assigned to TRS, Subscriber shall not enterinto any payment arrangement or settlement regarding such Collection Item without theprior written consent of TRS. If Subscriber selects “Bank Authorization” on the MerchantProcessing Application, Collection Items shall be automatically returned to TRS directlyfrom the Subscriber’s financial institution. Upon termination, TRS will return all CollectionItems if requested by Subscriber.

8.3. Collection Efforts. TRS will use lawful means to attempt to contact the check writerand to collect the Collection Items. The level of collection effort will be in the sole discretionof TRS. Subscriber agrees to permit the electronic re-presentment of Collection Items through



the automated clearing house (“ACH”) network. If TRS is unable to collect a CollectionItem in any state due to such state’s laws or regu lations, TRS shall have the right to forwardthe Collection Item to an agency which has the right to collect in such state, or at TRS’election return the Collection Item to Subscriber. Subscriber shall, upon request, provideTRS with all reasonable assistance and all relevant documents within Subscriber’s controlregarding the Collection Item. If TRS at any time deems a Collection Item to be uncollectiblein whole or in part, TRS may return the item to Subscriber without any further obligationexcept to account for any amount collected on such item. TRS reserves the right to destroyany physical Collection Item after 2 years from the date it is assigned to TRS.

8.4. Recovery Fees and Costs. Except as otherwise set forth herein, TRS agrees to paySubscriber amounts collected by TRS on a Collection Item less all the fees and rates due toTRS under this TRS Agreement. TRS shall be entitled to retain fees and rates as providedfor herein and as initially set forth on the Merchant Processing Application, any interest paidon the Collection Item, interest earned on funds collected for Subscriber except whereprohibited by local law, and all statutory damages or other fees collected from the checkwriter incidental to the principal amount of the Collection Item. To the extent any paymentson Collection Items are received by Subscriber or TRS after termination, TRS shall be entitledto receive its fees in accordance with this TRS Agreement.

8.5. Return Check Fees/Notices. Subscriber agrees to assess a fee or exemplary dam -ages, as allowed by law, on each Collection Item (“Return Check Fee”) and TRS shall beentitled to collect and retain the Return Check Fee from the check writer. Notwithstandingany language in this TRS Agreement to the contrary, TRS may change any fees or rates uponwritten notice to Subscriber if TRS ceases to collect the Return Check Fee in any state inwhich it collects such a fee on the Effective Date of this TRS Agreement. Subscriber agreesto post and provide any notices required by TRS to permit (a) the recovery of Return CheckFees and (b) the processing by draft and/or electronic presentment of Collection Items andReturn Check Fees.

8.6. Payment Remittance. TRS agrees to remit payments received on Collection Itemsto Subscriber at least monthly, less any fees and charges to be paid hereunder. A writtenstatement of account will accompany each such remittance setting forth all credits and debits.The statement need not account for any Return Check Fees, interest, or other charges andamounts which may be collected incidental to the principal amount of the Collection Item;except that the foregoing shall not be applicable to Wisconsin subscribers. Subscriber herebyauthorizes TRS to endorse for deposit and collection any commercial paper TRS may receivemade payable to Subscriber in payment of any Collection Item. TRS shall have the right atanytime and from time to time to offset any amounts owing by Subscriber under this or anyother agreement between Subscriber and TRS or a TRS affiliate against any amounts owedto Subscriber from TRS under this TRS Agreement.

8.7. Fees for Return of Merchandise or Direct Payments to Subscriber. TRS shallbe due its normal fees and rates in any instance where (a) the check writer satisfies all orpart of the Collection Item by returning all or part of the underlying merchandise to Sub -scriber, or (b) Subscriber receives payment of any amount on a Collection Item or a ReturnCheck Fee. TRS may at its election deduct its fees and rates from any current or futureamount collected and due to Subscriber, or bill Subscriber for such amounts. Subscribershall pay such amounts to TRS within 15 days of billing. Subscriber shall use its best effortsto obtain payment of the Return Check Fee in all instances where the check writer directlypays Subscriber any amount on a Collection Item.

8.8. Use of Information. Subscriber agrees that TRS, TeleCheck Services, Inc. (“TeleCheck”),and their affiliates shall have full right, as permitted by law, to use in its products or services,any data and other information relating to a Collection Item or a check writer obtained byTRS in connection with its services hereunder, including, without limitation, for use byTeleCheck in its check approval and account screening services.

8.9. Accuracy and Change of Information. Subscriber warrants that all CollectionItems assigned to TRS are due and owing to Subscriber and that Subscriber is not aware ofany dispute regarding the Collection Items delivered to TRS, except as expressly disclosedto TRS in writing. Subscriber also warrants that all Collection Items have been returnedfor non-payment only once (i.e., no re-presentments, paper or electronic have occurred).Subscriber agrees to inform TRS promptly of any collection, compromise or dispute of anyCollection Item, the return of all or part of the underlying merchandise, or of any notice ofbankruptcy. Subscriber agrees to indemnify, defend and hold harmless TRS from any claims,liability and expenses arising from Subscriber’s failure to so notify TRS promptly or fromSubscriber’s breach of any other obligation or warranty under this TRS Agreement.

8.10. Indemnification. TRS agrees that its collection efforts shall be conducted in con -formity with the Fair Debt Collection Practices Act and shall be courteous and business-like.TRS shall indemnify Subscriber and hold Subscriber harmless from any out-of-pocket lossesresulting from claims, damages or liabilities from check writer arising out of any unlawfulpractices or willful misconduct by TRS in its collection efforts. In the event that Subscriberreceives any claim or demand or becomes subject to any suit or proceeding under which aclaim may be made against TRS under this section, Subscriber shall give prompt writtennotice thereof to TRS which shall be entitled to participate in the settlement or defensethereof and, if TRS elects, to take over and control the settlement or defense thereof withcounsel reasonably satisfactory to Subscriber. The required notice shall include a copy ofany claim, all correspondence between Subscriber and the claimant and the name, addressesand telephone numbers of the claimant and the claimant’s attorney, if any. In any case,Subscriber and TRS shall cooperate (at no cost to Subscriber) in the settlement or defenseof any such claim, demand, suit or proceeding, including providing information and makingavailable at least one employee or agent who can testify regarding any claims or defenses.

8.11. Limitation of Liability. In no event shall either party be liable to the other, or toany other person or entity, under this TRS Agreement, or otherwise, for any punitive, exem -plary, special, incidental, indirect or consequential damages including, without limitation,loss or injury to earnings, profits or goodwill, regardless of whether such damages wereforeseeable or whether such party has been advised of the possibility of such damages.NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS TRS AGREEMENT, INNO EVENT SHALL TRS’ LIABILITY UNDER THIS TRS AGREEMENT FOR ALL CLAIMSARISING UNDER, OR RELATED TO, THIS TRS AGREEMENT EXCEED, IN THE AGGRE -GATE (INCLUSIVE OF ANY AND ALL CLAIMS MADE BY SUBSCRIBER AGAINST TRS,WHETHER RELATED OR UNRELATED), THE AMOUNT OF $75,000.00.

8.12. Assignment of Agreement. Neither party shall assign any of its rights or obliga -tions under this TRS Agreement without the prior written consent of the other party.Notwithstanding the foregoing, either party shall have the right to assign any of its rightsor obligations under this TRS Agreement to any subsidiary or affiliate of such party or ifsuch assignment is pursuant to a sale of substantially all of its business or in connectionwith a merger, consolidation or corporate reorganization. The terms of this TRS Agreementshall be binding upon and shall inure to the benefit of the parties and their successors orassigns.

8.13. Force Majeure. TRS shall not be held responsible for any delays in, or failure orsuspension of service caused by mechanical or power failure, computer malfunction (whetherhardware, firmware or software related), communications failures, inability to process throughthe ACH network strikes, labor difficulties, fire, inability to operate or obtain service for itsequipment, unusual delay in transportation, acts of God, or other causes reasonably beyondthe control of TRS.

8.14. Integration and Governing Law. This TRS Agreement, plus any addenda attachedhereto, is the entire agreement between the parties concerning its subject matter, andsupersedes all previous understandings, representations and agreements in relation to itssubject matter. THIS TRS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUEDIN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (WITHOUT REGARDTO THE CONFLICT OF LAWS PRINCIPLES THEREOF), EXCEPT TO THE EXTENTSPECIFICALLY REQUIRED BY THE LAWS OF ANY OTHER STATE WHICH HASJURISDICTION OVER THIS TRS AGREEMENT OR THE SERVICES PROVIDED HEREIN.

8.15. Notices. Any notice or other communication required or permitted to be givenhereunder shall be in writing and shall be delivered by facsimile transmission, overnightcourier, or certified or registered mail (postage prepaid return receipt requested) addressedor transmitted if to Subscriber at the address provided on the Merchant Processing Appli -cation or if TRS, at TRS Merchant Services, Mail Stop A-12, 7301 Pacific Street, Omaha, NE68114, with a copy to General Counsel’s Office, 3975 N.W. 120th Avenue, Coral Springs,FL 33065, or at such party’s last known address or number. Any notice delivered hereundershall be deemed to have been properly given (a) upon receipt if by facsimile transmission,as evidenced by the date of transmission indicated on the transmitted material, (b) uponreceipt if deposited on a prepaid basis with a nationally recognized overnight courier fornext business day delivery, and (c) on the date of delivery indicated on the return receipt, ifmailed by certified or registered mail. TRS shall also be permitted to provide notice by regularmail and such notice shall be deemed effective 10 days after mailing. The parties’ addressesmay be changed by written notice to the other party as provided herein.

8.16. Severability and Interpretation. If any provision, in whole or in part, of this TRSAgreement is held invalid or unenforceable for any reason, the invalidity shall not affect thevalidity of the remaining provisions of this TRS Agreement, and the parties shall substitutefor the invalid provision a valid provision which most closely approximates the intent andeconomic effect of the invalid provision. This TRS Agreement and any addenda shall notbe interpreted in favor or against any party because such party or its counsel drafted thisTRS Agreement.

8.18. Waiver. No waiver of any rights hereunder shall be deemed effective unless in writ -ing executed by the waiving party. No waiver of any provision of this TRS Agreement shallbe deemed a waiver of a subsequent breach or non-compliance with such provision or awaiver of breach or non-compliance with any other provision. The parties agree that nofailure to exercise, and no delay in exercising, any right hereunder on the part of eitherparty shall operate as a waiver of any such right. The parties agree that no single or partialexercise of any right hereunder shall preclude its further exercise.

7.18. Survival. All representations, warranties, limitations of liability, indemnities andcovenants made herein shall survive the termination of this TRS Agreement and shall remainenforceable after such termination.



PART IV: ADDITIONAL IMPORTANT INFORMATION FOR CARDS

A.1. Electronic Funding Authorization

All payments to Client shall be through the Automated Clearing House (“ACH”) andshall nor mally be electronically transmitted directly to the Settlement Account youhave designated or any successor account designated to receive pro vi sional funding ofClient’s Card sales pur su ant to the Agree ment. Client agrees that any Settle ment Accountdesig nated pursuant to the preceding sentence will be an account primarily used forbusiness purposes. Neither Wells Fargo Bank N.A. nor First Data Merchant ServicesCorporation can guarantee the time frame in which payment may be credited byClient’s financial institution where the Settlement Account is maintained.

Client hereby authorizes Wells Fargo Bank N.A. and its authorized represen tative, in -clud ing First Data Merchant Services Corporation, to access infor mation from theSettlement Account and to initiate credit and/or debit entries by bank wire or ACHtransfer and to authorize your financial institution to block or to initiate, if necessary,reversing entries and adjust ments for any original entries made to the SettlementAccount and to authorize your financial institution to provide such access and to creditand/or debit or to block the same to such account. This authori zation is with out respectto the source of any funds in the Settlement Account, is irre voc able and coupled withan interest. This authority extends to any equipment rental or pur chase agreementswhich may exist with Client as well as to any fees, fines and assess ments and Charge -back amounts of whatever kind or nature due to First Data Merchant ServicesCorporation or Wells Fargo Bank N.A. under terms of this Agree ment whether arisingduring or after termination of the Agree ment. This auth ority is to remain in full forceand effect at all times unless and until First Data Merchant Services Corporation andWells Fargo Bank N.A. have consented to its termina tion at such time and in such amanner as to afford them a reasonable opportunity to act on it. In addition, Client shallbe charged twenty-five dollars ($25.00) for each ACH which cannot be pro cessed, andall subsequent funding may be suspended until Client either (i) notifies First DataMerchant Services Corporation that ACH’s can be processed or (ii) a new elec tronicfunding agree ment is signed by Client. Client’s Settlement Account must be able toprocess or accept electronic transfers via ACH.

A.2. Funding Acknowledgement

Automated Clearing House (ACH). Except as otherwise set forth in this ProgramGuide, your funds for MasterCard, Visa, Discover Network and American Expresstrans actions will ordinarily be processed and transferred to your financial institu tionwithin one (2) Business Days from the time a batch is received by Pro cessor if yourfinancial insti tu tion is the Bank. If your financial institution is not the Bank, yourMasterCard, Visa, Discover Network and American Express trans actions will ordinarilybe processed via the Federal Reserve within two (2) Business Days from the time abatch is received by Pro cessor. The Federal Reserve will transfer such amounts to yourfinancial institution.

A.3. Additional Fees and Early Termination

The Discount Rates for MasterCard, Visa, American Express and Discover Network asshown on your fee sched ule are based on the assumption that your Credit Card andNon-PIN Debit transactions will qualify at the Anticipated Interchange Levels associ -ated with your account. If a transaction fails to qualify for your Antici pated InterchangeLevels, you will be billed a Non-Qualified Interchange Fee, plus a Non-QualifiedSurcharge for each such non-qualifying trans action (see Sec tion 18.1 and Glossary).Your initial MasterCard, Visa, American Express and Discover Network rates are statedon your Appli cation and may be adjusted from time to time including to reflect:

a. Any increases or decreases in the interchange and/or assessment portion of the fees;

b. The appropriate interchange level as is consistent with the qualifying criteria of eachtrans action submitted by Client;

c. Increases in any applicable sales or telecommunications charges or taxes levied byany state, federal or local authority related to the delivery of the Services pro videdby First Data Merchant Services Corporation when such costs are included in theService or other fixed fees.

The Minimum Processing Fee set forth on the Application is a per location fee. The“Discount Fees” and “Other Payment Fees” you pay to Servicers (as set forth on theSer vice Fee Sched ule) count toward the Minimum Processing Fee. If these fees areequal to, or greater than the amount set forth on the Appli ca tion for the MinimumProcess Fee, then no fee is charged. This fee will be calcu lated beginning thirty (30)days after the date Client’s Application is approved.

In addition to the debit card transaction fees set forth on the Application, Client shallbe respon sible for the amount of any fees imposed upon a trans action by the appli cabledebit network.

An equipment rental fee will be charged each month for each piece of equip mentrented, plus tax as applicable. Client will be charged for cost of supplies and actualshipping fees for equip ment and supplies. First Data Merchant Services Corporationwill cover or replace all inop erable equipment during the rental term.

The parties further agree and acknowledge that, in addition to any remedies containedherein or otherwise available under applicable law and, if (a) Client breaches thisAgree ment by terminating it prior to the expiration of the initial term of the Agreement,

or (b) this Agreement is termi nated prior to the expiration of the initial term of theAgree ment due to an Event of Default, then Servicer will suffer a substantial injurythat is difficult or impos sible to accurately estimate. Accordingly, in an effort to liquidatein ad vance the sum that should rep re sent such damages, the parties have agreed that theamount calculated in the manner specified below is a rea sonable pre-estimate of Servicer’sprobable loss.

If Client’s annualized transaction volume for the twelve months immediately prior tothe date of termination is less than $5,000,000, then the amount shall equal $500 perClient location. If Client’s annualized transaction volume for the twelve months imme - diately prior to the date of termination is equal to or exceeds $5,000,000, then the perClient location amount shall be the greater of (a) $500, or (b) $100 per month for thenumber of months, including any pro rata por tion of a month, then remaining priorto the date on which Client may terminate this Agreement in accordance with theterms hereof.

For Clients in good standing, payment of the Compliance Fee will cover the costs ofone PCI questionnaire per year, or if an Internet scan is required, four scans per yearfor one IP address from a data security vendor approved by Processor, while Client hasan open account with Processor. If Client has more than one IP address that requiresscanning, Client is respon sible for any such scans. These benefits are sub ject to changewithout notice. The payment of the Compliance Fee does not affect your complianceresponsibilities and obligations associated with your Merchant Account.

A.4. 6050W of the Internal Revenue Code

Pursuant to Section 6050W of the Internal Revenue Code, merchant acquiring entitiesand third party settlement organizations are required to file an infor ma tion return foreach calendar year beginning January 1, 2011 reporting all payment card transactionsand third party network transac tions with payees occurring in that calendar year.Accordingly, you will receive a Form 1099-K reporting your gross transaction amountsfor each calendar year beginning with transac tions processed in calendar year 2011.Your gross transaction amount refers to the gross dollar amount of the card transactionsprocessed through your merchant account with us. In addition, amounts reportableunder Section 6050W are sub ject to backup withholding requirements. Payors will berequired to perform backup with holding by deducting and withholding income taxfrom reportable transactions if (a) the payee fails to provide the payee’s taxpayer identi -fication number (TIN) to the payor, or (b) if the IRS notifies the payor that the TIN(when matched with the name) provided by the payee is incorrect. Accordingly, to avoidbackup withholding, it is very important that you provide us with the cor rect name andTIN that you use when filing your tax return that includes the transactions for yourbusiness.

A.5. Additional Equipment Information

Purchased Equipment (One Year Warranty)Purchased equipment is warranted against material defects for a one year period afterthe original date of purchase. This warranty does not include dam age to the equipmentresult ing from accident or misuse or any other breach of Sec tion 32. If the equipmentshould otherwise become defective within the warranty period, Processors will replaceit free of charge (except that appro priate ship ping charges may apply). This warrantydoes not apply to equipment that may become obsolete; notwithstanding this limitedwarranty, it may be necessary for you to upgrade your equipment or purchase newequipment from time to time, for which you will be charged.

Customer Owned EquipmentCustomer-owned equipment is not covered under any warranty. If Customer Ownedequip ment needs to be replaced, you will be charged a replacement fee as well as theappropriate shipping fees.

If you have any additional equipment needs please contact the POS Help Desk numberlisted in Section A.4.

Premium Equipment Service Program

Platinum Service Package Benefits(For Merchants who have selected the Platinum Service Package asindicated on the Merchant Processing Application):

1. Eligible Equipment Replacement Program

If you purchase eligible equipment as further described below (“Eligible Equipment”)from Processor (or if you own your own Eligible Equipment), the Platinum ServicePackage provides a replacement of your Eligible Equipment for as long as youparticipate in the package and your merchant account is otherwise open and in goodstanding. The Platinum Service Package includes free comparable replacement (com -parable as to features and function) of the Eligible Equipment (new or refurbished) inthe event the Eligible Equipment becomes defective as a result of normal business usageand through no fault of Merchant or any third party. Terminal defects or malfunctionscaused by acts of God are not covered by this program. Eligible equipment does notinclude equipment that is obsolete, and/or not compatible with industry required datasecurity requirements. The Platinum Service Package includes (i) free shipping &handling on both the replacement Eligible Equipment and return of the defective



terminal Eligible Equipment, (ii) free overnight shipping & handling on replacementEligible Equipment if requested by 3:00 pm ET (Monday-Thursday), (iii) and certainfree equipment l supplies (roll paper, sales slips and print ribbons). You will be chargedfor standard shipping & handling on terminal supply orders. However, you may receivefree overnight shipping on supply upgrades. If you do not return your defective EligibleEquipment, you will be charged the full purchase price of the replacement EligibleEquipment sent to you.

The monthly fee set forth on the Merchant Processing Application for the optionalPlatinum Service Package is a per location fee and covers all Eligible Equipment at yourparticipating location(s). Only Eligible Equipment is subject to the benefits of thisprogram. A list of Eligible Equipment is available from our Customer Service departmentand is subject to change from time to time.

2. TransArmor Services Benefit

Included with your Platinum Service Package is the TransArmor Service as describedin Section 33 of the Program Guide. If the Platinum Service Package is not selected, youmay select TransArmor Services separately for an additional charge as indicated on theMerchant Processing Application. Should you elect to cancel your Platinum ServicePackage, your TransArmor Service will automatically terminate. If you desire to main -tain TransArmor Service, you will need to apply for and pay for the TransArmor Serviceseparately.

3. Business Track and Merchant Alerts Benefit

Included with your Platinum Service Package, you are eligible to receive Business TrackAlerts at no additional charge and subject to the Business Track Terms and Conditions.If the Platinum Service Package is not selected, you may obtain such Alerts separatelyfor an additional charge by logging into Business Track. Should you elect to cancelyour Platinum Service Package, your Business Track Merchant Alerts Benefit willautomatically terminate. If you desire to continue to receive such Alerts, you must loginto Business Track to re-establish the Alerts of your choosing. You will be charged thefees for such Alerts as set forth in the Business Track Terms and Conditions.

4. SpendTrend Industry Data Service

Included with your Platinum Service Package is the SpendTrend Industry Data Service.The SpendTrend product suite offers a comprehensive, real-time view of U.S. consumerbuying behavior by industry, payment type and geographic region. If the PlatinumService Package is not selected, you may obtain the SpendTrend Industry Data Serviceseparately for an additional charge. Should you elect to cancel your Platinum ServicePackage, the SpendTrend Industry Data Service will automatically terminate. If youdesire to maintain the SpendTrend Industry Data Service, you will need to obtain andpay for the SpendTrend Industry Data Service separately.

From time to time, Processor may add additional benefits or change benefits for thePlatinum Service Package. Adding or changing benefits does not constitute an amend -ment or change to the Merchant Processing Application and Agreement. You mayterminate your participation in the Platinum Service Program upon 30 days notice bycalling our Customer Service department. Upon your termination of the PlatinumService Program, all benefits afforded by the Program shall terminate immediately.

Premium Equipment Service Program (For Merchants who have selected the Premium Equipment ServiceProgram as indicated on the Merchant Processing Application):

Under this Program, Merchants receive the same benefits as with the Eligible EquipmentReplacement Program described above only. The TransArmor Service and the BusinessTrack and Merchant Alerts Benefit described above or other benefits that may beincluded from time to time to time under the Platinum Service Package are notincluded with the Premium Equipment Service Program. Such services must be appliedand paid for separately. You may terminate your participation in the Premium Equip -ment Service Program upon 30 days notice by calling our Customer Service department.Upon your termination of the Premium Equipment Service Program, all benefits affordedby the Program shall terminate immediately.

A.6. Addresses For Notices

Important Phone Numbers:(see also Sections 3.3 and 5.4)

Customer Service1-877-273-8191

Authorizations1-800-337-1070

Technical Help Desk1-800-211-2711

Terminal Help Desk1-800-211-2711

PROCESSOR:First Data Merchant Services1307 Walt Whitman RoadMelville, NY 11747Attn: Merchant Services

BANK:Wells Fargo Bank N.A.1200 Montego WayWalnut Creek, CA 94598Attn: Merchant Services(925) 746-4143


DUPL

ICAT

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EMPSWells(SNAP)1505

EMPSWells(SNAP)1505 DUPLICATE CONFIRMATION PAGE

Print Client’s Business Legal Name: __________________________________________________________________________________________________________

By my signature on this Confirmation Page, I acknowledge that I have reviewed and agree to the terms of the complete Merchant Processing Application,Program Guide consisting of 63 pages (including this Confirmation Page), Interchange Qualification Matrix (Version IQM.MVD.S12.1), and InterchangeSchedule (collectively the “Agreement”) all of which have been made available to me through the Docusign™ Electronic Signature System and that aweb link has been sent (or will be sent) to my e-mail indicated in the Merchant Processing Application which I can use to access and print or save a copyof each of these documents that constitute the Agreement. I acknowledge that I have executed the Agreement using an electronic signature processand that my signature reflects my agreement to be bound to the terms and conditions set forth in the Agreement. I further acknowledge that I havereceived a hard copy of the documents that constitute the Agreement. I understand that I should not sign this Confirmation Page unless and until I havereviewed each section of the Agreement to my satisfaction. I understand that no sales representative is authorized to make any verbal or writtenmodification of the Agreement or this Confirmation Page.

NO ALTERATIONS OR STRIKE-OUTS TO THE PROGRAM GUIDE WILL BE ACCEPTED.

Client’s Business Principal: Signature (Please sign below) :

X ____________________________________________________________ ____________________________________ ________________Title Date

_______________________________________________________________________________Please Print Name of Signer

PROCESSOR Name: __________________________________________________________________________________________________________________INFORMATION:

Address: ________________________________________________________________________________________________________________

URL: _______________________________________________________________ Customer Service #: ________________________________

Please read the Program Guide in its entirety. It describes the terms under which we will provide merchant processing Services to you.

From time to time you may have questions regarding the contents of your Agreement with Bank and/or Processor or the contents of your Agreementwith TeleCheck and/or its affiliate, TRS. The following information summarizes portions of your Agreement in order to assist you in answering some ofthe questions we are most commonly asked.

First Data Merchant Services

1307 Walt Whitman Road, Melville, NY 11747

www.firstdata.com 1-877-273-8191

Important Member Bank Responsibilities:

a) The Bank is the only entity approved to extend acceptance of CardOrganization products directly to a Merchant.

b) The Bank must be a principal (signer) to the Merchant Agreement.

c) The Bank is responsible for educating Merchants on pertinent Visaand MasterCard rules with which Merchants must comply; but thisinformation may be provided to you by Processor.

d) The Bank is responsible for and must provide settlement funds tothe Merchant.

e) The Bank is responsible for all funds held in reserve that are derivedfrom settlement.

Important Merchant Responsibilities:

a) Ensure compliance with Cardholder data security and storage requirements.

b) Maintain fraud and Chargebacks below Card Organization thresholds.

c) Review and understand the terms of the Merchant Agreement.

d) Comply with Card Organization rules.

e) Retain a signed copy of this Disclosure Page.

f) You may download “Visa Regulations” from Visa’s website at:http://usa.visa.com/merchants/operations/op_regulations.html

g) You may download “MasterCard Regulations” from MasterCard’s website at:http://www.mastercard.com/us/merchant/support/rules.html

1. Your Discount Rates are assessed on transactions that qualify for certainreduced interchange rates imposed by MasterCard and Visa. Any transac tionsthat fail to qualify for these reduced rates will be charged an additional fee (seeSection 18 of the Pro gram Guide).

2. We may debit your bank account from time to time for amounts owed tous under the Agreement.

3. There are many reasons why a Chargeback may occur. When they occurwe will debit your settlement funds or settlement account. For a more detaileddis cussion regarding Chargebacks see Section 10 of Card Process ing OperatingGuide or see the applicable provisions of the TeleCheck Services Agreement.

4. If you dispute any charge or funding, you must notify us within 60 days ofthe date of the statement where the charge or funding appears for Card Pro -cess ing or within 30 days of the date of a TeleCheck transaction.

5. The Agreement limits our liability to you. For a detailed descrip tion of thelimitation of liability see Section 20 of the Card Processing General Terms; orSec tions 1.23 and 8.11 of the Tele Check Services Agree ment; or Section 1.36 ofthe TRS Services Agreement.

6. We have assumed certain risks by agreeing to provide you with Card pro -cessing or check services. Accordingly, we may take certain actions to mitigateour risk, including termination of the Agreement, and/or hold monies otherwisepayable to you (see Card Processing General Terms in Section 23, Term; Eventsof Default and Section 24, Reserve Account; Security Interest), (see TeleCheck /TRS Services Agree ment in Sections 1.1, 1.3.2, 1.3.9, 1.5.2, 1.5.7, 1.7.2, 1.7.10,1.8.2, 1.8.8, 1.9.3, 1.9.5, 1.10.3, 1.10.4, 1.11.3, 1.11.9, 1.12.2, and 1.12.7) (seeSection 8.4 of the TRS Services Agree ment), under cer tain circumstances.

7. By executing this Agreement with us you are authorizing us and ourAffiliates to obtain financial and credit information regarding your busi ness andthe signers and guar antors of the Agreement until all your obliga tions to us andour Affiliates are satisfied.

8. The Agreement contains a provision that in the event you termi nate theAgree ment early, you will be responsible for the payment of an early termi -nation fee as set forth in Part IV, A.3 under “Additional Fee Infor mation” andSection 1.45 of the TeleCheck /TRS Services Agreement.

9. If you lease equipment from Processor, it is important that you review Sec -tion 1 in Third Party Agreements. Bank is not a party to this Agreement. THISIS A NON-CANCEL ABLE LEASE FOR THE FULL TERM INDICATED.

10. Card Organization Disclosure

Visa and MasterCard Member Bank Information: Wells Fargo Bank N.A.

The Bank’s mailing address is 1200 Montego Way, Walnut Creek, CA 94598, and its phone number is (925) 746-4143.


PROCESSOR INFORMATION: Name: First Data Merchant Services Address: 1307 Walt Whitman Road, Melville, NY 11747 URL: www.firstdata.com Customer Service #: (877) 273-8191 Please read the Program Guide in its entirety. It describes the terms under which we will provide merchant processing Services to you.From time to time you may have questions regarding the contents of your Agreement with Bank and/or Processor or the contents of your Agreementwith TeleCheck and/or its affiliate, TRS. The following information summarizes portions of your Agreement in order to assist you in answering some ofthe questions we are most commonly asked. 1. Your Discount Rates are assessed on transactions that qualify for certain

reduced interchange rates imposed by MasterCard and Visa. Any transactionsthat fail to qualify for these reduced rates will be charged an additional fee (seeSection 18 of the Program Guide).

6. We have assumed certain risks by agreeing to provide you with Cardprocessing or check services. Accordingly, we may take certain actions tomitigate our risk, including termination of the Agreement, and/or hold moniesotherwise payable to you (see Card Processing General Terms in Section 23,Term; Events of Default and Section 24, Reserve Account; Security Interest),(see TeleCheck / TRS Services Agree ment in Sections 1.1, 1.3.2, 1.3.9, 1.5.2,1.5.7, 1.7.2, 1.7.10, 1.8.2, 1.8.8, 1.28, and 1.29) (see Section 7.4 of the TRSServices Agree ment), under certain circumstances.

2. We may debit your bank account from time to time for amounts owed to usunder the Agreement.

3. There are many reasons why a Chargeback may occur. When they occurwe will debit your settlement funds or settlement account. For a more detaileddiscussion regarding Chargebacks see Section 10 of Card Process ingOperating Guide or see the applicable provisions of the TeleCheck ServicesAgreement.

7. By executing this Agreement with us you are authorizing us and our Affiliatesto obtain financial and credit information regarding your busi ness and thesigners and guarantors of the Agreement until all your obliga tions to us and ourAffiliates are satisfied.

4. If you dispute any charge or funding, you must notify us within 60 days ofthe date of the statement where the charge or funding appears for CardProcessing or within 30 days of the date of a TeleCheck transaction.

8. The Agreement contains a provision that in the event you terminate theAgreement early, you will be responsible for the payment of an early terminationfee as set forth in Part III, A.3 under "Additional Fee Information" and Section1.58 of the TeleCheck /TRS Services Agreement.

5. The Agreement limits our liability to you. For a detailed description of thelimitation of liability see Section 20 of the Card Processing General Terms; orSections 1.37 and 1.48 of the Tele Check / TRS Services Agreement; or Section7.11 of the TRS Services Agreement.

9. If you lease equipment from Processor, it is important that you review Section1 in Third Party Agreements. Bank is not a party to this Agreement. THIS IS ANON CANCELABLE LEASE FOR THE FULL TERM INDICATED.

10. Card Organization Disclosure Visa and MasterCard Member Bank Information: Wells Fargo Bank N.A. The Bank's mailing address is 1200 Montego Way, Walnut Creek, CA 94598, and it's phone number is (925) 746-4143. Important Member Bank Responsibilities: Important Merchant Responsibilities: a) The Bank is the only entity approved to extend acceptance of Card

Organization products directly to a Merchant.a) Ensure compliance with Cardholder data security and storage requirements.

b) Maintain fraud and Chargebacks below Card Organization thresholds. b) The Bank must be a principal (signer) to the Merchant Agreement. c) Review and understand the terms of the Merchant Agreement. c) The Bank is responsible for educating Merchants on pertinent Visa and

MasterCard rules with which Merchants must comply; but this informationmay be provided to you by Processor.

d) Comply with Card Organization rules. e) Retain a signed copy of this Disclosure Page.

d) The Bank is responsible for and must provide settlement funds to theMerchant.

f) You may download "Visa Regulations" from Visa's website at:http://usa.visa.com/merchants/operations/opregulations.html.

e) The Bank is responsible for all funds held in reserve that are derived fromsettlement.

g) You may download "MasterCard Regulations" from MasterCard's website at:http://www.mastercard.com/us/merchant/support/rules/html.

Client's Business Legal Name:Prince Charles 305 Miami FOR CLIENTS UTILIZING THE ELECTRONIC SIGNATURE CAPTURE PROCESS:By my signature on this Confirmation Page, I acknowledge that I have reviewed and agree to the terms of the complete Merchant Processing Application,Program Guide consisting of 63 pages (including this Confirmation Page), Interchange Qualification Matrix (Version IQM.MVD.F12.2), and InterchangeSchedule (collectively the"Agreement") all of which have been made available to me through the DocusignTM Electronic Signature System and that a weblink has been sent (or will be sent) to my e-mail indicated in the Merchant Processing Application which I can use to access and print or save a copy ofeach of these documents that constitute the Agreement. I acknowledge that I have executed the Agreement using an electronic signature process andthat my signature reflects my agreement to be bound to the terms and conditions set forth in the Agreement. I understand that I should not sign thisConfirmation Page unless and until I have reviewed each section of the Agreement to mysatisfaction. I understand that no sales representative isauthorized to make any verbal or written modification of the Agree ment or this Confirmation Page.I UNDERSTAND THAT I MAY CANCEL THE AGREEMENT WITHIN 5 DAYS OF THE DATE ON WHICH I HAVE EXECUTED THIS CONFIRMATION PAGE. TOEXERCISE MY RIGHT TO CANCEL THE AGREEMENT, I MUST SEND A WRITTEN REQUEST TO CANCEL BY MAIL TO 4000 CORAL RIDGE DRIVE, CORALSPRINGS, FL 33065 OR BY FACSIMILE TO (402) 315-4802. IF I EXERCISE MY RIGHT TO CANCEL WITHIN 5 DAYS, I WILL NOT BE CHARGED AN EARLYTERMINATION FEE, HOWEVER I WILL BE RESPONSIBLE UNDER THE TERMS OF THIS AGREEMENT FOR ALL TRANSACTIONS THAT HAVE BEENPROCESSED PRIOR TO MY NOTICE OF CANCELLATION. I ALSO UNDERSTAND THAT IF I EXERCISE MY RIGHT TO CANCEL AND I WAS PROVIDED ATERMINAL OR OTHER EQUIPMENT, THAT I MUST RETURN THE EQUIPMENT WITHIN 15 DAYS OF THE DATE ON WHICH I EXECUTED THISCONFIRMATION PAGE.Client's Business Principal:Signature (Please sign below)

X\s1\___________________________________ Leonard Brown Member LLC \d1\ Name of Signer Title Date

EMPSWells_SNAP_1505_PG

PART IV: CONFIRMATION PAGE

EMPSWells_SNAP_1505_PG 63


5/16/2013

https://www.docusign.net/Member/DocuSignTrust.aspx?veid=SpRXDQsJzpsMkigxxrHgOZVFyCr1LHdSb5rsVWIzR5B%2bQErZW5wmsCJAxlinSSSs&vdid=5htyiK7qNkC3kE%2bEbnUUMhSBjlZ2FDHM1cE1OsXbaETs15kIOQ5SWF0fQVSTlnUs&vsig=kBQuBDoI8E1J2ilpQJ%2fHtg%2fWuWqvdtOY7Ky8YbwKg35yqwSkOnU%2fpI%2feTlXvRDUf

Certificate of CompletionEnvelope Number: 2EAFBE4FF601423189E5A45120D41FA3 Status: Completed

Subject: Contract from EMPS - Wells (Telesales)

Source Envelope:

Document Pages: 103 Signatures: 2 Envelope Originator:

Certificate Pages: 1 Initials: 3 Contract Management Service

AutoNav: Enabled

EnvelopeId Stamping: Enabled

5565 Glenridge Connector NE

Altanta, GA 30342

[email protected]

IP Address: 204.14.234.8

Record TrackingStatus: Original

5/16/2013 11:14:01 AM ET

Holder: Contract Management Service

[email protected]

Location: DocuSign

Signer Events Signature TimestampLeonard Brown

[email protected]

Security Level: Email, Account Authentication (None)

Using IP Address: 71.196.26.213

Sent: 5/16/2013 11:14:09 AM ET

Delivered: 5/16/2013 11:26:55 AM ET

Signed: 5/16/2013 11:32:41 AM ET

Consumer Disclosure: Not Offered ID:

In Person Signer Events Signature Timestamp

Editor Delivery Events Status Timestamp

Agent Delivery Events Status Timestamp

Intermediary Delivery Events Status Timestamp

Certified Delivery Events Status Timestamp

Carbon Copy Events Status Timestamp

Envelope Summary Events Status TimestampsEnvelope Sent Hashed/Encrypted 5/16/2013 11:14:09 AM ET

Certified Delivered Security Checked 5/16/2013 11:26:55 AM ET

Signing Complete Security Checked 5/16/2013 11:32:41 AM ET

Completed Security Checked 5/16/2013 11:32:41 AM ET

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