7/23/2019 Merchant Card Services Agreement

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MERCHANT AGREEMENTThis Agreement is between Merchant Card Services, a division of Columbia State Bank (CSB), its qualied sponsored agent relationships, and the undersigned merchant (Merchant).

RECITALS: Merchant Card Services (Servicer) participates in the VISA, DiscoverNetwork MasterCard and American Express credit card payment systems (each referred to as a System).

Servicer accepts sales drafts from qualied members that are deposited at CSB, or its qualied sponsored afliate, for processing through the Systems Interchange or other settlement process.

Merchant desires to honor System cards (Cards) and will offer to Servicer all sales drafts relating to such transactions.

TERMS OF AGREEMENT

SECTION 1. Card TransactionsAPPLICATIONS Merchant may be required to submit initial credit or financial statements and updated financial statements foritself and its principal owners and executive officers from time to time as determined by Servicer. Servicer may require auditedor reviewed financial statements. Merchant represents that all information contained in such documents are true statements offact. Applicants for membership understand that Servicer will retain this application whether or not it is approved .Applicant andeach shareholder, member, partner, officer, or guarantor of the Applicant, both individually and in their representative capacity,authorizes Servicer to check credit and employment history for the purposes of this membership application. Servicer may rejectMerchants application for any lawful reason, in its sole discretion.

CARDS HONORED Merchant will honor the chosen Card categories (on the attached form) when properly tendered for use.

By electing to participate in the credit card payment Systems, Merchant agrees to comply with Operating Rules, ProgramAgreements and Operating Guide for each System, the current versions for each card brand may be found at the following:VISA Rules - http://usa.visa.com/download/about_visa/15-April-2015-Visa-Rules-Public.pdf , MasterCard Rules - https://www.mastercard.us/en-us/about-mastercard/what-we-do/rules.html , Discover http://www.discovernetwork.com/merchants/services/and American Express OptBlue Program Merchant Operating Guide www.americanexpress.com/merchantopguide. Merchantagrees that a minimum of not more than $10 may be established for CREDIT CARD transactions only, however agrees nominimum be established for DEBIT CARD (PIN/Signature) transactions. Merchant may establish a maximum transaction amountfor CREDIT cards issued in US or US Territory, however Merchant agrees no maximum is to be established for internationally issuedcards. An Exception is: Agencies of the U.S. federal government, Merchants with the following MCCs 8220, 8244, and 8249.

Any minimum or maximum transaction amounts imposed must not be discriminatory between issuers or payment networks.Surcharging on Credit Card transactions only is allowed. Merchant agrees that specific requirements must be met in orderto begin; if requirements are not met Merchant will be subject to financial fines by Visa/MasterCard/Discover and/or AmericanExpress. Merchant agrees not to extract any special agreement condition or security requirement on a VISA/MasterCard/Discover/

American Express(System) cardholder (Cardholder) on System transactions. Any tax required to be collected by Merchantmust be included in the total transaction amount and not collected separately in cash. Merchant shall not disburse cash in aSystem transaction with customer.

COMPLIANCE WITH APPLICABLE LAWS/INDEMNIFICATION Merchant is responsible for complying with any requirementsimposed upon Merchant by applicable laws and System regulations, and further agrees to indemnify Servicer for liability (includinglegal fees and costs) that results from violation of any such law or regulation resulting from an act or omission of Merchant. Caution When a qualified Card is presented, it does not guarantee the Cardholder is of legal age to purchase age-restricted products.

VERIFICATION/AUTHORIZATION OF CARDS Merchant shall check each Card for validity, including a comparison of signature

appearing on Card with signature on sales draft as well as assure good from and good thru dates are currently in effect.Merchant will obtain an authorization code for all amounts. Authorization is not a guaranty of payment and may be subject todispute or chargeback. Merchant shall compare and verify the first four digits of embossed account number on a VISA/MasterCardto the printed four-digit number on VISA/MasterCard, verify the last four digits of the Discover card number are displayed on thesignature panel in reverse indent printing, and/or the Card Identification (CID) numbers on an American ExpressCard appearabove the card number. Merchants receiving a positive verification response from System shall record appropriate code providedby System on each sales draft. If Merchant receives a negative verificati on response, Merchant shall not complete transaction andif instructed by System, Merchant must retain possession of Card, if possible, through reasonably peaceful means. Merchant isrequired to check validity in accordance with Systems established operating regulations.

If using a Magnetic-Stripe-Reading Terminal for transactions and terminal is unable to read Cards magnetic stripe, Merchant shallcomplete and obtain Cardholders signature on a standard sales draft and obtain an imprint.

FRAUDULENT TRANSACTIONS Merchant shall not present a transaction to Servicer until the Merchant has substantiallyperformed all of its principal obligations to its customer in connection with transaction. Merchant shall not present a transaction toServicer that it (or its employees) knows to be fraudulent or not authorized by Cardholder. Merchant acknowledges that Serviceris required to report the Merchant business name and name of principals to a Combined Terminated Merchant File (CTMF)and Consortium Merchant Negative File (CMNF) when Merchant is terminated for cause. Merchant is responsible for all of theactions and omissions of its employees.

PROPER AUTHORIZATIONS If the total of any transaction is in excess of a dollar limitation imposed by Servicer, Merchant willobtain specific authorization to accept a sales draft and such authorization will be noted by Merchant in the appropriate place onthe sales draft. Merchant shall not use two or more sales drafts originated by use of a single Card to avoid authorization calls.

COMPLETION OF SALES DRAFT FORMS All sales drafts and credit vouchers will be on forms supplied or approved by Servicer,and will be completed to include name and locati on of Merchant, name of Cardholder, name of authorized user (i f different), date,description of merchandise sold or services rendered, signature of qualified Cardholder, and total cash price of sale. At least onecopy of sales draft, or credit voucher, shall be delivered to Cardholder or authorized user of Card.

MAIL ORDER, TELEPHONE ORDER, RECURRING TRANSACTIONS In each case in which a transaction is completed withoutimprinting Card on the sales draft, Merchant shall be deemed to warrant the true identity of Cardholder as the authorized holderof such Card. The fact that Merchant has obtained authorization for transaction does not alter such warranty of identity or needfor independent identification. Merchants who accept payments of recurring charges (e.g. insurance premiums, subscriptions,membership fees, tuition, utility charges or other such charges) shall obtain from Cardholder a written request that such goodsand services be charged to Cardholders account. Such request shall be retained by Merchant and remain valid until (1) Merchantreceives a written cancellation notice from Cardholder and (2) all sales drafts transacted under the request are cleared throughthe Systems settlement process and entered onto Cardholders account without Cardholder objection. The written request mustbe updated annually by Cardholder.

CARDHOLDER INFORMATION Merchant shall not disclose to third parties (other than to Merchants agents for the purposeof assisting Merchant in completing transactions or as specifically required by law, and subject to Merchant providing writtennotice to Servicer of Merchants use of such agents) a Cardholders account information or other personal information obtainedwithout prior written consent of Cardholder. Such consent shall be obtained on a document separate and apart from a sales draft.Merchant may not require Cardholders to provide personal information, such as home or business telephone number, home orbusiness address or drivers license for identification as a condition for honoring Cards.

Merchant shall not, under any circumstances, disclose, sell , purchase, provide or exchange any Cardholders account numberor any credit information relating to any Cardholders account number or any Sales Drafts or Credit Vouchers which may have

been obtained or imprinted with any Card to any person other than Servicer.Merchant may not request Card numbers or other account information be recorded on the exterior portion of any order formor similar device designed as a return response from Cardholder. CISP (Cardholder Information Security Program), DISC (DiscoverInformation Security Compliance), SDP (Site Data Protection), and DSR (Data Security Requirements) Merchant agrees to complywith the CISP, DISC, SDP, DSR and the Payment Card Industry Data Security Standard (PCI DSS) mandated programs. Theseprograms define the due care standard for securing VISA, Discover, MasterCard, and American Express Cardholder data, whereverit is located. The standard is required of all entities storing, processing, transmitting or having access to cardholder data and isa compliance requirement for all Card acceptance channels whether retail establishments (Card present) or mail telephone ande-commerce (Card not present). Merchants must immediately report to Servicers security personnel any suspected or confirmedloss or theft, including those caused by Merchants employees, agents or related service providers, of materials or records thatcontain personally identifiable Cardholder information. The liability involved for compromised information can subject the Merchantto Visa, MasterCard, Discover Networkand/or American Expresspenalties and fines. Merchant acknowledges and understandsthe importance of all of these security requirements. A copy of these documents may be obtained online at: Visa CISP - http://usa.visa.com/merchants/protect-your-business/data-security/index.jsp. MasterCard SDP - http://www.mastercard.com/us/company/en/whatwedo/pci_security_standards.html, Discover DISC - http://www.discovernetwork.com/merchants/data-security/disc.html,and American Express DSR - http://www.americanexpress.com/dsr.

REFINANCING DELINQUENT OBLIGATIONS Merchant shall not allow a transaction to refinance a delinquent obligation of aCardholder including, but not limited to, obligations arising from dishonor of a personal check.

SECTION 2. Processing of Sales DraftsGeneral. Subject to the terms and conditions hereof, Servicer agrees to accept from Merchant and Merchant agrees to offer toServicer all sales drafts relating to sales under the System.

Merchants Account with Servicer. Merchant shall establish and maintain an account at any branch of Columbia State Bank(CSB) or its affili ates for the purpose of depositing System sales drafts, subject to the usual rules, terms, conditions and chargesfor such accounts. Such account may also be used for other banking transactions. Accounts unrelated to this Agreement may beestablished at another institution.

DELIVERY OF SALES DRAFTS Merchant shall deliver all sales drafts to Servicer the same day for electronic transactionsunless Merchant requests authorization for delayed delivery either until the goods are delivered, shipped or services performed orbecause Merchant qualifies for delayed delivery by obtaining an authorization on each installment transaction. Merchant shall not deposit sales drafts drawn on Merchants own personal or business Card without previous approval fromServicer and never for the advance of funds.

Merchant shall not deposit sales drafts not originated as a result of a direct transaction or act between Cardholder and suchMerchant. Merchant shall not accept any payment from Cardholder and submit a credit voucher for the purposes of effecting payment ofCardholders account.

Merchant shall not submit any transaction or deposit any draft that it knows or should have known to be illegal, fraudulent ornot authorized by Cardholder.Warranties on Collectability. Merchant warrants that as of the date any sales drafts are tendered to Servicer, Merchant has noreason to question the validity of the sales drafts or their collectability.Warranties by Merchant Lawyers. Merchants who practice law warrant that services rendered pursuant to any sales draft will notrelate to any bankruptcy, insolvency, or receivership or similar creditor proceeding of Cardholder.Credit for Sales Drafts. Servicer will credit Merchants account for sales drafts tendered by Merchant. A discounting fee, at arate from time to time established by Servicer, shall be charged on a periodic basis by Servicer to Merchants account. Merchant

authorizes Servicer to submit all Visa, MasterCard, Discover and American Express sales to and receive settlement on such salesfrom the specified Card Brand on behalf of the Merchant. Servicer reserves the right not to purchase tendered sales drafts, provided Servicer gives notice to Merchant that Merchantmay not draw on amounts so tendered for a reasonable period to be determined by Servicer. The affixing of Merchants nametogether with preparation and delivery by Merchant of sales drafts shall constitute an endorsement, negotiation and sale byMerchant to Servicer subject to Servicers right of recourse as stated herein. Merchant hereby waives notice of default ornonpayment, protest or notice of protest, demand for payment and any other demands or notices in connection with any salesdraft. Merchant hereby consents to extensions of time granted or compromises made with any Cardholder liable on any sales draftwithout affecting Merchants liability on the sales drafts or under this Agreement.

Merchant acknowledges that Servicers agreement as set forth in this Agreement to accept or purchase sales drafts and thefunding of chargebacks constitutes providing financial accommodations on behalf of Merchant.

Servicers Right of Chargeback. Servicer reserves the right to chargeback Merchants account without notice, or to refuse toaccept a sales draft, if any of the following conditions apply to a System transaction by Merchant:

(i) merchandise is returned, whether or not a credit voucher is delivered to Servicer; (ii) any sales transaction exceeds Merchants dollar limit and has not been specially authorized by the Systems authorizing

party;(iii) the sales draft is alleged to have been drawn, accepted or endorsed improperly or without authority;(iv) the sales draft is illegible;(v) Cardholder disputes the sale, quality, or delivery of merchandise or performance or quality of services covered by the

sales draft;

(vi) the sales draft was accepted by or from Merchant in breach of any warranty or duty hereunder;(vii) financial accommodation for merchandise sold or services performed was a violation of any applicable law or regulation;or

(viii) Servicer has received a chargeback voucher from any System Merchant on a sales draft that originated from Merchant.(ix) Merchant may not bill or attempt to collect from any cardholder for any System sale unless a chargeback has been

exercised, Merchant has fully paid for such chargeback, and it otherwise has the right to do so (x) In the event that Merchant or Servicer is not able to resolve a Claim against American Express, or a Claim against

Servicer or any other entity that American Express has a right to join in resolving a Claim, the American Express MerchantOperating Guide explains how Claims can be resolved through arbitration. Merchant or American Express may elect toresolve any Claim by individual, binding arbitration. Claims are decided by a neutral arbitrator.

The foregoing list is not exclusive, and Servicer reserves the right to chargeback or refuse to accept a sales draft for any lawfulreason. Under no circumstances is Servicer obligated to ascertain the merits of a dispute or alleged dispute concerning a Systemor transaction under a System among or between Merchant, Cardholder or any Merchant of a System.

Whenever Servicer has a reasonable basis to believe that it may receive items that it may chargeback under this sectionto Merchants account, Servicer may withhold for a reasonable time, without liability for wrongful dishonor, any funds previouslycredited to Merchants account with Servicer or funds otherwise on deposit by Merchant with Servicer and may offset anyamounts owing under this Agreement against any other account of Merchant or any guarantor. If this Agreement has beenterminated for any reason, Servicer may also prohibit the withdrawal by Merchant of some or all of Merchants funds held ondeposit with Servicer.

Refund Policy. Merchants refund policies for all System sales are to be consistent for all accepted card brands. RecognizingMerchants responsibility to act in a reasonable, commercial manner with its customers, Merchant agrees to establish a fair policyfor (1) the exchange and return of merchandise or (2) the refund of defective merchandise or services. Credit for all returnsrelating to System transactions will be given by submitting System credit vouchers and not given in cash. Merchant may limit itsacceptance of returned merchandise or establish a policy to make price adjustments for any transaction, provided that properdisclosure is made and purchased goods or services are delivered to Cardholder at the time of transaction. Proper disclosure byMerchant must be visibly posted at the time of transaction and in compliance with laws The following words or similar wording,as applicable, must be legibly printed approximately 1/4 inch high on all copies of the sales draft or invoice being presented toCardholder for signature and in close proximity to the space provided for Cardholders signature: NO REFUND or EXCHANGEONLY or IN-STORE CREDIT ONLY.System Records. Servicer may examine and verify at any reasonable time all records of Merchant pertaining to sales draftstendered to Servicer, and Merchant agrees to preserve such records for a period of eighteen (18) months from date of sales draft.

Merchant agrees to reconcile monthly merchant statement for errors, within 60 days. Merchant will bring any errors toServicers attention immediately.

Failure of Merchant to bring to Servicers attention within 60 days (or if longer, the shortest period allowed under applicablelaw) after Servicer sends or otherwise makes merchant statement available to Merchant will preclude Merchant from assertingagainst Servicer a claim based upon claimed error.

SECTION 3. Merchant As System ParticipantSystem Regulations. Merchant agrees to be bound by each Systems regulations and procedures, as amended from time to time.Display of System Service Marks. Merchant shall properly display the appropriate System service marks to inform public whichCards will be honored by Merchant.Merchant Fees. Merchant will pay Servicer an initi al setup fee and annual or monthly fee at a time and in an amount agreed uponfrom time to time by Servicer and Merchant.Equipment. Servicer will provide terminals, PIN pads, readers, sales drafts and/or imprinters to Merchant. If not purchased, theseitems shall remain the exclusive property of Servicer, shall be subject to the terms of the lease agreement with Servicer (if any),and shall be returned to Servicer upon termination of this Agreement.Rights of Servicers System Processor. Merchant understands that CSB is the processor for Servicer of System transactions, andthat all sales drafts offered to Servicer are tendered to CSB for payment through each System interchange, or other settlementprocess. Merchant agrees that any transaction that does not conform to this Agreement can be rejected by CSB and charged backto Merchants account with CSB without notice.

SECTION 4. Other ProvisionsMerchant shall provide Servicer with notice of intent to transfer, sell or liquidate ownership of business; change the basic natureof its business, including selling any products or services not related to its current business; change of ownership or transfer ofcontrol of business; or enter into any joint venture, partnership or similar business arrangement whereby any person or entity nota party of this Agreement assumes any interest in Merchants business.Terms and Termination. This Agreement shall continue until terminated and may be terminated, without cause, by either partyupon written notice to the other. Merchant understands that Servicer may terminate this Agreement immediately without priornotice if Servicer determines that there are circumstances that create harm or loss of goodwill to any System. American ExpressOptBlueRight To Terminate: Servicer shall have the right to terminate Merchants participation in American Express Card

Acceptance immediately upon written notice to Merchant (i) if Merchant breaches any of the provisions of this American ExpressOptBlue Program Agreement or any other terms of the Agreement applicable to American Express Card Acceptance, or (ii) forcause or fraudulent or other activity, or upon American Expresss request. In the event Merchants participation in AmericanExpress Card Acceptance is terminated for any reason, Merchant must immediately remove all American Express brandingand marks from Merchants website and wherever else they are displayed. Further, American Express has the right to modify

the Agreement with respect to American Express Card transactions or to terminate your acceptance of American Express Cardtransactions and to require Processor to investigate your activities with respect to American Express Card transactions. ThisAgreement may also be limited or terminated directly by a System.Additional Locations. This Agreement will bind (jointly and severally liable for the obligations of any and all additional Merchantlocations and websites owned by the same sole owner, partnership and/or corporation.Merger. All proposals, negotiations, and representations, if any, regarding this Agreement and made prior to the date of this

Agreement are merged herein.Amendment. This Agreement may be amended from time to time by Servicer giving written notice to Merchant of suchamendment. Unless Merchant elects to terminate this Agreement, Merchant is deemed to have agreed to said amendment.Continued Duties of Merchant After Termination. Upon termination, Merchant shall continue to be responsible for any financial orother obligations arising from this Agreement. Immediately upon termination, Merchant shall return to Servicer all materials andsupplies furnished to Merchant and shall immediately cease using each Systems name and service marks.Dispute Resolution. If this Agreement is referred to an attorney for enforcement, the prevailing party shall be entitled to reasonableattorneys fees and costs. The exclusive venue for any litigation arising out of or related to this agreement will be within the city inwhich Servicer has its principal place of business. This agreement will be governed by the laws of the state in which Servicer hasits principal place of business, without regard to the principles of conflicts of law.

The following information and language is specific to American Express and the OptBlue Program.

Merchant agrees that Servicer may disclose to American Express information regarding Merchant and Merchants salesto American Express, and that American Express may use such information to perform its responsibilities in connection with

American Express card Acceptance, promote American Express, perform analytics and create reports, and for any other lawfulbusiness purposes, including commercial marketing communications purposes within the parameters of American Express Card

Acceptance, and important transactional or relationship communications from American Express. American Express may use theinformation about Merchant obtained in the Agreement at the time of setup to screen and/or monitor Merchant in connection withAmerican Express marketing and administrative purposes. Merchant agrees it may receive messages from American Express,including information about American Express products, services and resources available to its business. These messages maybe sent to the mailing address, phone numbers, email addresses or fax numbers of Merchant. Merchant may be contacted atits wireless telephone number and the communications sent may include autodialed short message service (SMS or text)messages or automated or prerecorded calls. Merchant agrees that it may be sent fax communications.

Opt-Out: You may opt out of accepting American Express Cards at any time without directly or indirectly affecting your rights toaccept any other payment products. You may opt-out of receiving marketing related communications and materials from AmericanExpress by calling the Customer Service Number on you statement. If you have opted-out, you may still receive messages orcommunications from American Express related to important information about your account.

Merchant shall not assign to any third party any payments due to it under American Express Card Acceptance, and all indebtednessarising from sales will be for bona fide sales of goods and services ( or both ) at its business locations and free of liens, claims, andencumbrances other than ordinary sales taxes; provided however, that the Merchant may sell and assign future sales receivablesto Servicer, its affiliated entities and/or any other cash advance funding source that partners with Servicer or its affiliated entities,without consent of American Express. Notwithstanding the foregoing, Servicer prohibits Merchant from selling or assigning futuresales receivables to any third party.

Merchant acknowledges that it may be converted from American Express Card Acceptance to a direct relationship with AmericanExpress if and when its sales volumes exceed the eligibility thresholds for American Express Card Acceptance. If this occurs, uponsuch conversion, I Merchant will be bound by American Expresss then-current Card Acceptance Agreement; and ii AmericanExpress will set pricing and other fees payable by Merchant. Notwithstanding anything in the Agreement to the contrary. American

Express shall have third-party beneficiary rights, but not obligations, to the terms of the Agreement appli cable to American ExpressCard Acceptance to enforce such terms against Merchant.

American Express OptBluePayment Acceptance: Merchant must accept American Express as payment for goods and services(other than those goods and services prohibited by this American Express OptBlue Program Agreement, the Agreement, or theRules) sold, or (if applicable) for charitable contributions made at all of its business locations and websites, except as expresslypermitted by state statute.

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MSV 001 (REV. 07/15)

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