Merchant

Services

Program
Terms and
Conditions
(Program Guide)
 P R E FAC E
Thank you for selecting us for your payment processing needs. Accepting numerous payment options provides a convenience to your
customers, increases your customers’ ability to make purchases at your establishment, and helps speed payment to your account.
Your Merchant Processing Application will indicate the types of payments and Services you have elected to accept. These Program
Terms and Conditions (“the Program Guide”) presents terms governing the acceptance of Visa®, Mastercard®, and Discover® Network
Credit Card and Non-PIN Debit Card payments, PayPal® in-store Card payments, American Express® Card transactions and applicable
Non-Bank Services.
This Program Guide, your Merchant Processing Application and the schedules thereto (collectively, the “Agreement”),
including, without limitation, the Interchange Qualification Matrix and American Express Program Pricing and one of the
Interchange Schedules, as applicable to your pricing method as set forth in the Merchant Processing Application, contains the
terms and conditions under which Processor and/or Bank and/or other third parties, will provide services . We will not accept
any alterations or strike-outs to the Agreement and, if made, any such alterations or strike-outs shall not apply. Please read
this Program Guide completely.
You acknowledge that certain Services referenced in the Agreement may not be available to you.
IMPORTANT INFORMATION ABOUT BANK’S RESPONSIBILITIES:
Discover Network Card Transactions, PayPal in-store Card Transactions, American Express Card Transactions and other
Non-Bank Services are not provided to you by Bank, but are provided by Processor and/or third parties.
The provisions of this Agreement regarding Discover Network Card Transactions, PayPal in-store Card Transactions, American
Express Card Transactions and other Non-Bank Services constitute an agreement solely between you and Processor and/or
third parties. Bank is not a party to this Agreement insofar as it relates to Discover Network Card Transactions, PayPal in-
store Card Transactions, American Express Card Transactions and other Non-Bank Services, and Bank is not responsible, and
shall have no liability, to you in any way with respect to Discover Network Card Transactions, PayPal in-store Card Trans-
actions, 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”), PayPal, Inc. (“PayPal”)
and American Express Company, Inc. (“American Express”) are payment card networks that electronically exchange Sales Drafts and
Chargebacks for Card sales and Credits. Sales Drafts are electronically transferred from banks (in the case of Mastercard and Visa
transactions) or network acquirers (in the case of Discover Network and PayPal in-store Card transactions) that acquire them from
merchants such as yourself through the appropriate Card Organization, to the Issuers. These Issuers then bill their Cardholders for
the transactions. The Card Organizations charge the Acquirers interchange fees, pricing and/or assessments for submitting transactions
into their systems. A substantial portion of the Discount Rate or Transaction Fees that you pay will go toward these interchange fees,
pricing and assessments.
In order to speed up the payment process, the Issuer transfers the funds back through the Card Organization to the Acquirer at
approximately the same time that the Issuer receives the electronic Sales Drafts. Even though the payments under this system are
made simultaneously, all payments made through the Card Organizations are conditional and subject to reversals and adjustments.
Each Card Organization has developed Card Organization Rules that govern their Acquirers and Issuers and the procedures,
responsibilities and allocation of risk for this process. Merchants are also bound by Card Organization Rules and applicable laws and
regulations. The Card Organization Rules and applicable laws and regulations give Cardholders and Issuers certain rights to dispute
transactions, long after payment has been made to the merchant, including Chargeback rights.
We do not decide what transactions are charged back and we do not control the ultimate resolution of the Chargeback. While we can
attempt to reverse a Chargeback to the Issuer, we can only do so if the Issuer agrees to accept it or the Card Organization requires the
Issuer to do so after a formal appeal process. Sometimes, your customer may be able to successfully charge back a Card transaction
even though you have provided your goods or services and are otherwise legally entitled to payment from your customer. While you
may still be able to pursue claims directly against that 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 certain capitalized terms used in the Agreement, including this Preface (if not defined above).
Capitalized terms not otherwise defined in the Agreement may be found in the Card Organization Rules.

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 MerchOne_NO_2411 C O N F I R M AT I O N PAG E

PROCESSOR MerchantOne
Name: __________________________________________________________________________________________________________________
INFORMATION: 524 Arthor Godfrey Road, 3rd Floor, Miami Beach, FL 33140
Address: ________________________________________________________________________________________________________________
1-888-781-0404
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 Agreement with TeleCheck. The following information summarizes portions of your Agreement in order to assist you in
answering some of the questions we are most commonly asked.

1. Your Discount Rates are assessed on transactions that qualify 5. The Agreement limits our liability to you. For a detailed description of
for certain reduced interchange rates imposed by Mastercard, Visa, the limitation of liability see Section 28, 38.3, and 40.10 of the Card General
Discover and PayPal. Any transactions that fail to qualify for these Terms; or Section 17 of the TeleCheck Solutions Agreement.
reduced rates will be charged an additional fee (see Section 26 of the 6. We have assumed certain risks by agreeing to provide you with Card
Program Guide). processing or check services. Accordingly, we may take certain actions to
2. We may debit your bank account (also referred to as your mitigate our risk, including termination of the Agreement, and /or hold
Settlement Account) from time to time for amounts owed to us under the monies otherwise payable to you (see Card Processing General Terms in
Agreement. Section 31, Term; Events of Default and Section 32, Reserve Account; Security
3. There are many reasons why a Chargeback may occur. Interest), (see TeleCheck Solutions Agreement in Section 7), under certain
When they occur we will debit your settlement funds or Settlement circumstances.
Account. For a more detailed discussion regarding Chargebacks see 7. By executing this Agreement with us you are authorizing us and our
Section 15 of the Your Payments Acceptance Guide or see the applicable Affiliates to obtain financial and credit information regarding your business
provisions of the TeleCheck Solutions Agreement. and the signers and guarantors of the Agreement until all your obligations to
4. In consideration of the Services provided by us, you shall be us and our Affiliates are satisfied.
charged, and hereby agree to pay us any and all fees set forth in this 8. The Agreement contains a provision that in the event you terminate
Agreement (for the purpose of clarity, this includes the Application and the Agreement prior to the expiration of your initial three (3) year term, you
any additional pricing supplements or subsequent communications), all will be responsible for the payment of an early termination fee as set forth in
of which shall be calculated and payable pursuant to the terms of this Part IV, A.3 under “Additional Fee Information” and Section 16.2 of the
Agreement and any additional pricing supplements or subsequent TeleCheck Solutions Agreement.
communications. If you dispute any charge or funding, you must notify
us within 60 days of the date of the statement where the charge or
funding appears for Card Processing or within 30 days of the date of a
TeleCheck transaction.

9. Card Organization Disclosure

Visa and Mastercard Member Bank Information: Wells Fargo Bank N.A.
The Bank’s mailing address is P.O. Box 6079, Concord, CA 94524, and its phone number is 1-844-284-6834.
Important Member Bank Responsibilities: Important Merchant Responsibilities:
a) The Bank is the only entity approved to extend acceptance of Visa a) Ensure compliance with Cardholder data security and storage requirements.
and Mastercard products directly to a merchant. b) Maintain fraud and Chargebacks below Card Organization thresholds.
b) The Bank must be a principal (signer) to the Agreement. c) Review and understand the terms of the Merchant Agreement.
c) The Bank is responsible for educating merchants on pertinent Visa d) Comply with Card Organization Rules and applicable law and regulations.
and Mastercard rules with which merchants must comply; but this e) Retain a signed copy of this Disclosure Page.
information may be provided to you by Processor.
f) You may download “Visa Regulations” from Visa’s website at:
d) The Bank is responsible for and must provide settlement funds to https://usa.visa.com /dam /VCOM /download /about-visa/visa-rules-public.pdf.
the merchant. g) You may download “Mastercard Regulations” from Mastercard’s website at:
e) The Bank is responsible for all funds held in reserve that are www.mastercard.us/content /dam /mccom /global /documents/mastercard-
derived from settlement. rules.pdf.
f) The Bank is the ultimate authority should a merchant have any h) You may download “American Express Merchant Operating Guide” from
problems with Visa or Mastercard products (however, Processor American Express’ website at: www.americanexpress.com /us/merchant.
also will assist you with any such problems).

Print Client’s Business Legal Name: _______________________________________________________________________________________________

By its signature below, Client acknowledges that it has received the Merchant Processing Application, Program Terms and
Conditions consisting of 42 pages including this Confirmation Page and the applicable Third Party Agreement(s).
Client further acknowledges reading and agreeing to all terms in the Program Terms and Conditions. Upon receipt of a signed
facsimile or original of this Confirmation Page by us, Client’s Application will be processed.
NO ALTERATIONS OR STRIKE-OUTS TO THE PROGRAM TERMS AND CONDITIONS WILL BE ACCEPTED.

Client’s Business Principal:

Signature (Please sign below) :

X ____________________________________________________________ ____________________________________ ________________

Title Date

______________________________________________________________________________
Please Print Name of Signer

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 TA B L E O F C O N T E N T S
Confirmation Page PART II:

B. Card General Terms

PART I: Card Services
22. Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
A. Your Payments Acceptance Guide 23. Your Payments Acceptance Guide;
Card Organization Rules and Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . 19

24. Settlement of Card Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Part I - Gives you information about preparing to accept
transactions 25. Exclusivity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
1. Use of payment organizations’ brands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 26. Fees; Adjustments; Collection of Amounts Due. . . . . . . . . . . . . . . . . . . . . . 19
2. Point of Sale reminders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 27. Chargebacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3. Validating the cards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 28. Representations; Warranties; Covenants; Limitations on Liability;
Exclusion of Consequential Damages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
4. Transaction guidelines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
29. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
5. Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
30. Assignments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6. TransArmor services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
31. Term; Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
7. Debit cards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
32. Reserve Account; Security Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
8. Electronic Benefit Transfer® (EBT) transactions . . . . . . . . . . . . . . . . . . . . . 7
33. Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
9. Surcharging requirements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
34. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

35. Special Provisions Regarding Non-Bank Cards . . . . . . . . . . . . . . . . . . . . . . 23

Part II - Gives you information about transaction types (including
chargebacks and retrievals) 36. Special Provisions for Debit Card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
10. Authorizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 37. Special Provisions Regarding EBT Transactions . . . . . . . . . . . . . . . . . . . . . . 24
11. Special types of transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 38. Special Provisions Regarding Wireless Services . . . . . . . . . . . . . . . . . . . . . . 25
12. Sales drafts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 39. Special Provisions Regarding Clover Security Plus
(a.k.a. TransArmor Solution) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
13. Refunds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
40. Special Provisions Regarding PayeezySM Gateway Services . . . . . . . . . . . . . 28
14. Exchanges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

15. Chargebacks, retrievals and other debits . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 41. Special Provisions Regarding Main Street Insights Services . . . . . . . . . . . . . 30

16. Suspect /Fraudulent transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 42. Special Provisions Regarding Clover Services . . . . . . . . . . . . . . . . . . . . . . . 32

43. Special Provisions Regarding Clover Go Services (Mobile Payments) . . . . . 34

Part III - Gives you helpful information, and guidelines for specific 44. Special Provisions Regarding Clover Care . . . . . . . . . . . . . . . . . . . . . . . . . . 34
industries 45. Special Provisions Regarding Commercial Card Interchange Service . . . . . 35
17. Lost /Recovered cards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 46. Choice of Law; Venue; Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . . 35
18. Retention of records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 47. Other Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
19. Return of equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 48. Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
20. Time frames . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

21. Additional provisions for specific industries . . . . . . . . . . . . . . . . . . . . . . . . 13 PART III: Third Party Agreements
Appendix 1 — Additional Provisions For WEX And Voyager. . . . . . . . . . . . . . . 14 TeleCheck Solutions Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Appendix 2 — Additional Provisions For American Express . . . . . . . . . . . . . . . 15

Appendix 3 — Special Provisions For Discover Network . . . . . . . . . . . . . . . . . . 18 PART IV: Additional Important Information Page For Card
Processing
Appendix 4 — Special Provisions For PayPal . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
A.1. Electronic Funding Authorization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Appendix 5 — Special Provisions For Alipay . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
A.2. Funding Acknowledgement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Appendix 6 — Special Provisions For PayPal and Venmo QR Codes . . . . . . . . . 18
A.3. Additional Fees, Fee Related Information and Early Termination . . . . . . . 42

A.4. 6050W of the Internal Revenue Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

A.5. Addresses For Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

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 PA RT I : C A R D S E RV I C E S
A . YO U R PAY M E N T S AC C E P TA N C E G U I D E • Your address, including country
Payment acceptance solutions are an essential part of your business. As your partner, we • The transaction security used on your website
want to make accepting payments as simple as possible for you. That’s why we created the • Any applicable export or legal restrictions
“Your Payments Acceptance Guide.” It’s your quick reference to the guidelines for • Your identity at all points of interaction with the cardholder
processing transactions. You’ll also find recommendations and tips to help you prevent
fraud, reduce chargebacks and properly handle payments, refunds, exchanges and most • The date on which any free trial period ends
other situations you’ll encounter in your day-to-day business. If you limit refund/exchange terms or impose other specific conditions for card sales, you
To help you navigate more easily and find the information you need when you need it, must clearly print (in 1/4" letters) the words “No Exchange, No Refund” on the sales draft.
we’ve organized the guide into three parts. At the end of the guide, you’ll also find During a liquidation or closure of any of your outlets, locations or businesses, you must post
information specific to processing WEX®, Voyager®, American Express®, Discover®, PayPal® signs clearly visible to customers stating that “All Sales Are Final,” and stamp the sales draft
payments. Keep in mind, though, these guidelines highlight only some of the Card with a notice that “All Sales Are Final.”
Organization Rules that apply to your acceptance of payments. Please carefully read the 3. Validating the cards
Card Organization Rules for each Card brand you accept.
If you have questions about processing payments or any of your other business services, Transactions where the cardholder is present - Card Present (CP) transactions
please contact Customer Service at the number listed on your Merchant Services Statement. • You must check the card if the cardholder is present at the POS
Your Customer Service team is here to make things easier, so let us know what we can do • Verify that the card is legitimate and valid
to help. • Verify that the card is not visibly altered or mutilated
American Express • Capture card data using the POS device by swiping the card (magnetic stripe)
americanexpress.com
tapping/waving the card (contactless) or inserting the card (chip card)
Discover Financial Services
• Ensure that the cardholder enters their PIN using the keypad, if prompted or provides
discovernetwork.com/merchants
their signature unless you are participating in the ‘No Signature Required’ or PINless
Mastercard Worldwide programs
mastercard.us/content/dam/mccom/global/documents/
mastercard-rules.pdf • Verify the card’s valid from date (if applicable) and the expiration date
Visa Inc. • Verify that the card number and expiration date on the card are the same as on the
usa.visa.com/dam/VCOM/download/about-visa/ transaction receipt and the number displayed on the POS device
visa-rules-public.pdf • Verify that the name on the transaction receipt is the same as the name on the front of the
PayPal™ card (if applicable)
paypal.com/us/webapps/mpp/accept-payments-online • Ensure that the cardholder appears to be the person shown in the photograph (for cards
with a photograph of the cardholder)
Part I
Transactions where the cardholder is not present - “Card Not Present”
The first step of a transaction begins before a customer even decides to make a purchase. transactions
This part of “Your Payments Acceptance Guide” reviews steps that you’ll need to take to
This section applies to any transaction where the cardholder is not present, such as mail,
ensure customers are informed of their payment options and understand the terms of sale.
You’ll also find tips and important reminders for validating cards in order to reduce the risk telephone, internet and eCommerce.
of fraud. Finally, specific procedures for accepting debit and EBT payments are outlined. If You may only conduct internet transactions if you have notified us in advance and received
you have questions about anything discussed in this guide, please contact Customer Service approval.
at the number located on your Merchant Services Statement. DO’S
1. Use of payments organizations’ brands • Do obtain the card account number, name as it appears on the card, expiration date of the
card, and the cardholder’s statement address
DO’S
• Do use the Address Verification Service (AVS). If you do not have AVS, contact Customer
• Do prominently display relevant trademarks of the payments organizations at each of
Service immediately
your locations, in catalogs, on websites and on other promotional material
• Do clearly print the following on the sales draft, and provide a copy to the cardholder at
• Do only use the official trademarks of ours and of the payments organizations in the
the time of delivery:
official format
DON’TS - The last four digits of the cardholder’s account number
• Don’t indicate that we or any payments organization endorses your goods or services - The date of transaction
• Don’t use the trademarks of any payments organization after: Your right to accept the - A description of the goods and services
cards of that payment organization has ended; or that payment organization has notified - The amount of the transaction (including shipping, handling, insurance, and so on)
you to stop using their trademarks - The cardholder’s name, billing address and shipping address
• Don’t use the trademarks of ours or of the payments organizations in any way that injures - The authorization code
or diminishes the goodwill associated with the trademarks - Your name and address (city and state required)
• Don’t use our trademarks or the trademarks of the payments organizations in any manner, • Do obtain proof of delivery of the goods or services to the address designated by the
including in any advertisements, displays, or press releases, without our prior written cardholder
consent
• Do notify the cardholder of delivery time frames and special handling or cancellation
For special rules applying to the treatment of the American Express brand, please refer to
policies
Appendix 2.
• Do ship goods within 7 days from the date on which authorization was obtained. If delays
2. Point of Sale (POS) reminders are incurred (for example, out of stock) after the order has been taken, notify the
You must clearly and conspicuously: cardholder and obtain fresh authorization of the transaction
• Disclose all material terms of sale prior to obtaining an authorization • Do use any separate merchant identification numbers provided to you for internet orders
• At all points of interaction inform cardholders which entity is making the sales offer, so in all your requests for authorization and submission of charges
that the cardholders can clearly distinguish you from any other party involved in the • Do provide at least 1 month’s prior written notice to your acquirer of any change in your
interaction internet address
• Disclose any discount/incentive/surcharge for customers to pay with cash, check, credit DON’TS
card or debit card and so on. Any such discount /incentive must be offered to all • Don’t exceed the percentage of your total payment card volume for Card-Not-Present
customers with no special treatment for any card brand or card issuing bank sales, as set out in your application
If you accept orders via the internet, your website must include the following information • Don’t submit a transaction for processing until after the goods have been shipped or the
in a prominent manner: service has been provided to the cardholder - the only exception to this is where the
• Disclose the existence and amount of any Surcharge as a merchant fee and clearly alert goods have been manufactured to the cardholder’s specifications and the cardholder has
consumers to the practice at the POS – in-store and online – and on every receipt been advised of the billing details
• A complete description of the goods or services offered • Don’t accept card account numbers by electronic mail
• Details of your (i) delivery policy; (ii) consumer data privacy policy; (iii) cancellation • Don’t require a cardholder to complete a postcard or other document that displays the
policy; and (iv) returns policy cardholder’s account number in clear view when mailed or send any mailing to a
• The transaction currency (US dollars, unless permission is otherwise received from cardholder that displays personal information in clear view
Servicers) It is also recommended that, if feasible, you obtain and keep a copy on file of the
• The customer service contact, including email address and telephone number cardholder’s signature authorizing you to submit telephone and mail order transactions.
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Address Verification Service (AVS) (and other fraud mitigation tools such as Verified by For internet transactions, copies of the transaction records may be delivered to cardholders
Visa, Mastercard Secure Code, Card Validation Codes and Card Identification) does not in either electronic or paper format.
guarantee against chargebacks; but, if used properly, it assist you in reducing the risk of
6. TransArmor ® services
fraud by confirming whether certain elements of the billing address provided by your
customer match the billing address maintained by the card-issuing bank. AVS also may If you are receiving TransArmor services from us, the important DO’s and DON’Ts listed
help you avoid incurring additional interchange expenses. AVS is a separate process from below apply to you:
obtaining an authorization and will provide a separate response. It is your responsibility to DO’S
monitor the AVS responses and use the information provided to avoid accepting high-risk • Do comply with the payments organization rules, including PCI DSS
transactions.
• Do demonstrate and maintain your current PCI DSS compliance certification. Compliance
If a disputed charge arises for a transaction conducted over the internet or electronically, a
must be validated either by a Qualified Security Assessor (QSA) with corresponding
chargeback may be exercised for the full amount.
Report on Compliance (ROC) or by successful completion of the applicable PCI DSS Self-
For Discover Network transactions, please refer to Appendix 3 for the Discover Network Assessment Questionnaire (SAQ) or Report on Compliance (ROC), as applicable and if
protocol for internet transactions. applicable to your business, passing quarterly network scans performed by an Approved
Customer - activated terminals and self-service terminals Scan Vendor, all in accordance with payments organization rules and PCI DSS
Transactions processed at customer-activated terminals and self-service terminals have • Do ensure that all third parties and software that you use for payment processing comply
specific requirements for processing. You must contact Customer Service for approval and with the PCI DSS
further instructions before conducting customer-activated terminal transactions or self- • Do deploy the data protection solution (including implementing any upgrades to such
service terminal transactions. service within a commercially reasonable period of time after receipt of such upgrades)
4. Transaction guidelines throughout your systems including replacing existing card numbers on your systems with
tokens
DO’S
• Do use the token in lieu of card numbers for ALL activities subsequent to receipt of the
• Do only present for payment valid charges that arise from a transaction with a bona fide
authorization response, including settlement processing, retrieval processing, chargeback
cardholder
and adjustment processing and transaction reviews
DON’TS
• Do ensure that any POS device, gateway or VAR is certified by us for use with the data
• Don’t set a minimum transaction amount of more than $10 for any credit cards or of any protection solution. If you are uncertain whether your equipment is compliant, contact
amount for debit cards or Alipay transactions a customer service representative at 866-359-0978
• Don’t set a maximum transaction amount for any credit cards • If you send or receive batch files containing completed card transaction information
• Don’t establish any special conditions for accepting a card to/from us, do use the service provided by us to enable such files to contain only tokens
• Don’t make any cash disbursements or cash advances to a cardholder as part of a or truncated information
transaction with the exception of the Discover Network Cash Over service • Do use truncated report viewing and data extract creation within reporting tools provided
• Don’t accept any direct payments from cardholders for goods or services which have been by us
included on a sales draft • Do follow rules or procedures we may provide to you from time to time regarding your
• Don’t require a cardholder to supply any personal information for a transaction (for use of the data protection solution
example, phone number, address or driver’s license number) unless: (i) instructed by the • Do promptly notify us of a breach of any these terms
Voice Authorization Center (ii) presented an unsigned card; or (iii) processing a Card- DON’TS
Not-Present transaction don’t submit any transaction representing the refinance or
transfer of an existing cardholder obligation which is deemed uncollectible, for example, • Don’t retain full card numbers, whether in electronic form or hard copy
a transaction that has been previously charged back or to cover a dishonored check • Don’t use altered version(s) of the data protection solution
• Don’t submit sales drafts or credit drafts transacted on the personal card of an owner, • Don’t use, operate or combine the data protection solution or any related software,
partner, officer or employee of your business establishment or of a guarantor who signed materials or documentation or any derivative works thereof with other products, materials
your application form, unless such transaction arises from a bona fide purchase of goods or services in a manner inconsistent with the uses contemplated in this section
or services in the ordinary course of your business 7. Debit cards
• Don’t carry out factoring, that is the submission of authorization requests or sales drafts
for card transactions transacted by another business When accepting debit cards, you’ll need to follow the specific requirements for each debit
network, as well as, the general requirements set out in this section.
5. Security
DO’S
You are responsible for maintaining the security of your POS devices and for instituting • Do read the account number electronically from the magnetic stripe/chip for transactions
appropriate controls to prevent employees or others from submitting credits that do not authenticated with a PIN. If the magnetic stripe /chip is unreadable, you must request
reflect bona fide returns or reimbursements of earlier transactions. another form of payment from the cardholder
Please comply with the data security requirements shown below: DON’TS
DO’S • Don’t process a credit card transaction in order to provide a refund on a debit card
• Do install and maintain a secure firewall configuration to protect data transaction
• Do protect stored data, and do encrypt transmissions of data sent across open /public • Don’t complete a debit card transaction without:
networks, using methods indicated in the Payment Card Industry Data Security Standard - Entry of the PIN by the cardholder (and no one else)
(PCI DSS) which is available at: pcisecuritystandards.org
- Signature by the cardholder (and no one else)
• Do use and regularly update anti-virus software and keep security patches up to date
Unless the transaction is a “no-signature” debit transaction or a “PINless” PIN debit
• Do restrict access to data by business “need to know”. Assign a unique ID to each person transaction specifically supported by the debit network:
with computer access to data and track access to data by unique ID
• Don’t accept the PIN from the cardholder verbally or in written form
• Do regularly test security systems and processes
• Don’t manually enter the account number for PIN debit transactions. Signature debit
• Do maintain a policy that addresses information security for employees and contractors transactions may be key entered if you are unable to swipe, dip, tap, or wave the card
• Do restrict physical access to cardholder information
The debit network used to process your debit transaction will depend upon, among other
• Do destroy or purge all media containing obsolete transaction data with cardholder things, our own business considerations, the availability of the debit network at the time
information of the transaction and whether a particular debit card is enabled for a particular debit
• Do keep all systems and media containing card account, cardholder, or transaction network.
information (whether physical or electronic) in a secure manner so as to prevent access The debit network used to route your transaction may or may not be the lowest cost
by, or disclosure to any unauthorized party network available. We may in our sole discretion:
• Do use only those services and devices that have been certified as PCI-DSS compliant by • Use any debit network available to us for a given transaction (including any of our
the payment organizations affiliated PIN debit networks)
DON’TS • Add or remove debit networks available to you based on a variety of factors, including
• Don’t use vendor-supplied defaults for system passwords and other security parameters availability, features, functionality and our own business considerations
• Don’t transmit cardholder account numbers to cardholders for internet transactions You are responsible for securing your POS devices and implementing appropriate controls
• Don’t store or retain card verification codes (three-digit codes printed on the back of most to prevent employees or others from submitting credits and voids that do not reflect bona
cards and a four-digit code printed on the front of an American Express card) after final fide returns or reimbursements of prior transactions.
transaction authorization You may offer cash back to your customers when they make a PIN debit card purchase.
• Don’t store or retain magnetic stripe data, PIN data, chip data or AVS data – only You may set a minimum and maximum amount of cash back that you will allow. If you are
cardholder account number, cardholder name and cardholder expiration date may be not currently offering this service, your POS device may require additional programming
retained subsequent to transaction authorization to begin offering cash back as long as it is supported by the debit network.
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You must reconcile your accounts for each location daily and notify us within 24 hours of If an authorized terminal is not working or the EBT system is not available:
any issues. DO’S
An adjustment is a transaction that is initiated to correct a debit card transaction that has • Do manually accept EBT cards and manually provide EBT benefits in the amount
been processed in error. For signature debit transactions (that is, “no-signature” debit authorized through the applicable EBT service provider to the EBT recipients at no cost
transactions), the cardholder and card-issuing bank have the right to question or dispute to the EBT recipients upon presentation by an EBT recipient of their EBT card
a transaction. If these questions or disputes are not resolved, a chargeback may occur. You
• Do obtain an authorization number for the amount of the purchase from the applicable
are responsible for all adjustment and chargeback fees that may be charged by a debit
EBT service provider while the respective EBT recipient is present and before you provide
network.
the EBT recipient with any FNS, SNAP and WIC benefits or cash benefits, as applicable
An adjustment may be initiated for many reasons, including:
• Do properly and legibly enter the specified EBT recipient, clerk and sales information,
• The cardholder was charged an incorrect amount, whether too little or too much including the telephone authorization number, on the manual sales draft
• The cardholder was charged more than once for the same transaction • Do clear all manual vouchers authorizations on your POS terminal within fourteen (14)
• A processing error may have occurred that caused the cardholder to be charged even days after the date of applicable voice authorization. If a voucher expires before it has
though the transaction did not complete normally at the POS been cleared by your terminal for payment, no further action can be taken to obtain
• A cardholder is disputing the goods or services provided payment for the voucher
All parties involved in processing adjustments and chargebacks are regulated by timeframes DON’TS
that are specified in the operating rules of the applicable debit network, the Electronic • Don’t attempt to voice authorize a manual EBT transaction if the EBT recipient is not
Funds Transfer Act, Regulation E, and other applicable law. present to sign the voucher. The EBT recipient must sign the voucher. You must give a
copy of the voucher to the EBT recipient at the time of authorization and retain one copy
8. Electronic Benefit Transfer (EBT) transactions
for your records
We offer electronic interfaces to Electronic Benefit Transfer (EBT) networks for the • Don’t resubmit a manual sales draft for payment for a transaction if you have not received
processing, settlement and switching of EBT transactions initiated through the use of a an authorization number
state-issued EBT card at your POS terminal(s), so that EBT recipients may receive EBT
• Don’t mail vouchers requesting payment
benefits.
You must take sole responsibility for (and you will not be reimbursed in respect of) a
EBT benefits may comprise:
manual transaction, if you fail to obtain an authorization number from the applicable EBT
• United States Department of Agriculture, Food and Nutrition Service (FNS) service provider in accordance with this section or otherwise fail to process the manual
• Supplemental Nutrition Assistance Program (SNAP) transaction in accordance with the Quest rules, except as specifically provided in the Quest
• Women, Infants and Children Benefits (WIC Benefits) rules.
• Government delivered cash 9. Surcharging requirements
If you accept EBT transactions or provide EBT benefits: A “Surcharge” is an additional fee that you add to relevant transactions as permitted by
DO’S Card Organization Rules and applicable laws (together, “Applicable Laws”). Merchants
• Do provide EBT benefits to EBT recipients in accordance with applicable law and the must receive prior approval from Processor before assessing a Surcharge.
procedures set out in the Quest rules, in the amount authorized through your terminal, If you participate in Surcharging the following terms and conditions apply:
upon presentation by an EBT recipient of an EBT card and such EBT recipient’s entry of DO’S
a valid PIN
• Provide notice to the merchant’s acquirer/card brands before beginning to Surcharge, as
• Do use POS Terminals, PIN pad and printer or other equipment that meet required applicable based on card brand rules
standards (including those set out in the Quest rules) during your normal business hours
• Disclose the existence and amount of any Surcharges on a stand-alone basis in locations
and in a manner consistent with your normal business practices
that the consumer is likely to see prior to committing to a transaction, including: signs
• Do comply with the procedures set out in the Quest rules for authorization of EBT or postings, webpages, advertising materials; catalogues or menus
benefits if your terminal fails to print EBT benefit issuance information as approved and
• Provide disclosures that are prominent and easily visible to customers
validated as a legitimate transaction
- Place disclosures prominently on websites and the information should appear, at a
• Do provide a receipt for each EBT transaction to the applicable EBT recipient
minimum, before proceeding to checkout, in addition to other pages
• Do provide EBT benefits for EBT recipients from all states
- If a POS register is being used for the transaction, the sign should be located near the
• Do notify us promptly if you plan to stop accepting EBT cards and providing EBT benefits register such that a customer would see it prior to initiating the checkout process
or if you are unable to comply with this section or the Quest rules
- On a sign prominently near an entrance or other high-traffic part of the facility
• Do adequately display any applicable state’s service marks or other licensed marks,
- On a receipt, the disclosure must be broken out as its own line item, showing a dollar
including the Quest marks and other materials supplied by us in accordance with the
amount and how that dollar amount is added into the total cost
standards set by the applicable state
• Do use any marks only to indicate that EBT benefits are issued at your location(s) • Use the word “Surcharge” to describe the fee, accurately reflect the reason for the
Surcharge and describe it as a Surcharge you are assessing for accepting relevant
• Do maintain adequate cash on hand to issue EBT service provider authorized cash benefits transactions as permitted by Applicable Laws
• Do issue cash benefits to EBT recipients in the same manner and to the same extent that • If the Surcharge is calculated as a percentage of the transaction amount, clearly disclose
cash is provided to your other customers in writing the dollar and cents amount of the Surcharge prior to processing the charge.
DON’TS In the context of a card not present transaction, the dollar amount of the Surcharge must
• Don’t accept EBT cards or provide EBT benefits at any time other than in compliance be disclosed prior to processing the transaction
with this section or the Quest rules • Provide full refunds for the exact dollar amount of the original transaction including tax,
• Don’t designate and direct EBT recipients to special checkout lanes restricted to use by handling charges, Surcharges
EBT recipients unless you also designate and direct other customers to special checkout • For partial refunds relating to Surcharge transactions, the Surcharge amount must be
lanes for debit cards, credit cards or other payment methods such as checks other than prorated
cash DON’TS
• Don’t resubmit any EBT card transaction, except as specifically permitted by the • Do not Surcharge for debit, prepaid card or other transactions as prohibited by Applicable
applicable Quest rules and procedures Laws
• Don’t accept any EBT card for any purpose other than providing EBT benefits, including • Do not Surcharge on debit card transactions for which the cardholder using a debit card
without limitation accepting an EBT card as security for repayment of any EBT recipient chooses “credit” on the POS terminal
obligation to you. If you violate this requirement, you will be obligated to reimburse the
• Do not characterize the Surcharge in a way that suggests it is not being imposed by the
state or us for any EBT benefits unlawfully received by either you or an EBT recipient to
the extent permitted by law business itself (such as calling it “mandatory”) or that it is being imposed solely to cover
credit card costs
• Don’t dispense cash for FNS, SNAP and WIC Benefits
• Don’t disclose individually identifiable information relating to an EBT recipient or
applicant for EBT benefits without prior written approval of the applicable state
• Don’t use the marks of any EBT service provider without prior written approval from
such EBT service provider
• Don’t indicate that we, any state or its EBT service provider endorse your goods or services
• Don’t require or in your advertising suggest, that any EBT recipient must purchase goods
or services from you as a condition to receiving cash benefits, unless such condition
applies to other customers as well
You must take sole responsibility for the provision of any EBT benefits other than in
accordance with authorizations received from the EBT service provider.

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 Part II • If a terminal is moved or if wires are disconnected, causing malfunction, call the POS
Help Desk immediately and follow their instructions. You may be responsible for any
This part of Your Payments Acceptance Guide reviews essential elements of a transaction, service charges incurred for reactivation of the terminal
including authorizations, issuing refunds and exchanges, and handling special transactions
• Until the terminal becomes operable, you must call your designated Voice Authorization
like recurring payments. You’ll also find information about chargebacks and processes to
Toll-Free Number and enter authorization information into the VRU using a touch-tone
put in place to avoid chargebacks. Feel free to contact Customer Service with any questions
phone
that arise as you review this information.
Third-party authorization systems
10. Authorizations
If you have contracted to use one of our authorization services, you must not use another
General third-party authorization system without notifying Customer Service. Otherwise, we will
• You must obtain an authorization approval code from us for all transactions be unable to successfully research and defend any authorization related chargebacks on
• A positive authorization response remains valid for the time frame set out in Section 20 your behalf. This delay will significantly decrease your time to research and provide proof
of authorization, thus reducing your opportunity to reverse a chargeback.
• An authorization approval code only indicates the availability of funds on an account at
the time the authorization is requested. It does not indicate that the person presenting the If you use another authorization network:
card is the rightful cardholder, nor is it a promise or guarantee that you will not be subject • You will be responsible for the downgrade of any transactions to a higher cost interchange
to a chargeback or adjustment that result from any mismatch of information to our systems and those of third-party
• You must not attempt to obtain an authorization approval code from anyone other than authorization networks
us, unless we have authorized you to use a third-party authorization system as set out in • Liability resulting from discrepancies with that network must be resolved between you
Section 10. An authorization approval code from any other source may not be valid and that network. We will not research chargebacks resulting from authorization approval
codes obtained from another authorization service organization. Such chargebacks will
• If you use Address Verification Services (AVS), you must review the AVS response
be passed through to you for resolution. If an authorization provided by a third-party
separately from the authorization response and make your own decision about whether
authorization system is challenged in a chargeback, you must obtain proof (for example,
to accept the transaction. A transaction may receive an authorization approval code from
third-party authorization logs) from the authorization source and submit it to us within
the card-issuing bank even if AVS is unavailable or reflects that the address provided to
the time frame specified on the chargeback documentation
you does not match the billing address on file at the card-issuing bank
Call the following for other card types, each of which is available 24 hours/day;
• If you receive a referral response to an attempted authorization, you must not:
7 days/week:
- Submit the transaction without calling for and receiving a voice authorization
American Express Direct 1-800-528-2121
- Attempt another authorization on the same card through your POS device
JCB, International (For YEN and CAD currency only) 1-800-522-9345
• You must not attempt to obtain multiple authorizations for a single transaction. If a sale
TeleCheck 1-800-366-5010
is declined, do not take alternative measures with the same card to obtain an approval of
the sale from other authorization sources. Instead, request another form of payment Voyager 1-800-987-6589
• If you fail to obtain an authorization approval code or if you submit a card transaction WEX 1-800-842-0071
after receiving a decline (even if a subsequent authorization attempt results in an You must enter manually all approved sales that have been authorized in this manner as
authorization approval code), your transaction may result in a chargeback and it may be “post authorization” transactions into the terminal, once the terminal becomes operational.
assessed fines or fees by the payment organizations for which you will be responsible. You must enter all credit transactions into the terminal for data capture. If you receive a
Fees currently range from $25 to $150 per transaction referral and subsequently receive an approval, you may be subject to a chargeback.
• You will be charged for a request for an authorization approval code (where applicable), For specific procedures on electronic data capture, refer to the “Terminal Operating
whether or not the transaction is approved Instructions/Users Guide.” If the terminal malfunctions for more than twenty-four (24)
• For Card Present transactions, it is highly recommended that you use your electronic hours, contact Customer Service for further instructions on processing your transactions.
authorization device to swipe (magnetic stripe), tap/wave (contactless) or insert (chip) Automated dispensing machines
cards You must produce records for all transactions originating with automated dispensing
Card-Not-Present (CNP) transactions machines or limited-amount terminals. Such records must include the last four-digits of
It is highly recommended that you obtain the three-digit card verification code on the back the cardholder account number, merchant’s name, terminal location, transaction date,
identification of transaction currency, transaction type (purchase), authorization code and
of the card (or the four-digit verification code on the front of American Express cards) and
amount.
that you include this code with each CNP authorization request unless the transaction is a
recurring transaction. For Discover Network transactions, please refer to Appendix 3 for instructions on how to
cancel an authorization. For PayPal transactions, please refer to Appendix 4 for instructions
For recurring transactions, submit the card verification code only with the first
on how to cancel an authorization.
authorization request and not with subsequent authorization requests.
Partial authorization and authorization reversal
For American Express CNP transactions, please also refer to Appendix 2. For Discover
Network CNP transactions, please also refer to Appendix 3. PayPal and Alipay do not allow Partial authorization provides an alternative to a declined transaction by permitting a card-
CNP transactions. issuing bank to return an authorization approval for a partial amount. This amount is less
than the transaction amount requested because the available card balance is not sufficient
Authorization through telephone (other than terminal/electronic device
to approve the transaction in full. The cardholder is able to use the funds remaining on the
users)
card to pay for a portion of the purchase and select another form of payment (in other
• You must call your designated Voice Authorization Toll-Free Number and enter the words, another payment card, cash and check) for the remaining balance of the transaction.
authorization information into the VRU using a touch-tone phone or hold for an
• For Discover transactions, partial authorization support is optional for CNP transactions.
authorization representative If you support partial authorizations, a partial authorization indicator must be included
• If the Voice Authorization Center asks you to obtain identification from the cardholder in each authorization request
before issuing an approval code, you must clearly write the appropriate identification You must submit an authorization reversal if the authorization is no longer needed, a partial
source and numbers in the space provided on the sales draft amount of the total authorized is submitted for the settled transaction or the cardholder
• If the Voice Authorization Center asks you to confiscate a card, do not take any action that elects not to complete the purchase. The transaction sent for settlement must be no more
will alarm or embarrass the card presenter and send the card to Rewards Department, than the amount approved in the partial authorization response. If you wish to support
P.O. Box 5019, Hagerstown, MD 21740. You may be paid a reward for the return of the partial authorization functionality, you must contact Customer Service for additional rules
card and requirements.
• If the sale is declined, please remember that our operators are only relaying a message 11. Special types of transactions
from the card-issuing bank. The fact that a sale has been declined must not be interpreted
as a reflection of the cardholder’s creditworthiness. You must instruct the cardholder to Payment by installments
call the card-issuing bank If a cardholder makes a deposit toward the full amount of the sale price and pays the balance
Authorization via electronic devices on delivery, please follow the procedures set out in this section.
• If you use an electronic terminal to obtain authorization approval codes, you must obtain DO’S
the authorization approval codes for all sales through this equipment • Do execute two separate sales drafts and obtain an authorization for each sales draft on
• If your terminal malfunctions, please refer to your “Quick Reference Guide” or call the each transaction date
POS Help Desk. Please remember to check your terminal periodically because most • Do indicate on each sales draft:
terminal problems are temporary in nature and are quickly corrected - Whether it is for the deposit or the balance of payment
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 - The authorization date and approval code transactions and a link or other simple mechanism to enable the cardholder to easily
• Do submit and seek authorization of each delayed delivery transaction under the same cancel transactions online or through SMS/text message
merchant identification number and treat deposits on the card no differently than you • Do include the recurring payment indicator in each authorization request and as
treat deposits on all other payment products applicable, each batch submission entry
• Do complete Address Verification for each “balance” authorization • Do indicate on the sales draft “Recurring Transaction” (or “P.O.” for Mastercard
• Do obtain proof of delivery upon delivery of the services/merchandise purchased transactions)
DON’TS • For Discover Network and PayPal recurring transactions, do include a toll-free customer
• Don’t submit sales data to us relating to the “balance” until the goods have been service number that the cardholder can call to cancel his/her approval for the recurring
completely delivered or the services fully provided transaction or to obtain other assistance relating to the recurring transaction
If delivery occurs after the time frames set out in Section 20, you must obtain a new DON’TS
authorization for the unprocessed portion of the transaction prior to delivery. If the • Don’t include partial payments for goods or services purchased in a single transaction
transaction is declined, contact the cardholder and request another form of payment. • Don’t impose a finance charge in connection with the recurring transaction or
For example: On January 1, a cardholder orders $2,200 worth of furniture and you receive preauthorized order
an authorization for the full amount; however, only a $200 deposit is processed leaving a • Don’t complete a recurring transaction after receiving a cancellation notice from the
$2,000 balance remaining on the furniture. An authorization reversal must be processed for cardholder or card-issuing bank or after a request for authorization has been denied
$2,000. When the goods are available to ship, the $2,000 transaction balance must be • Don’t store a payment credential if either the first payment transaction or account
reauthorized. verification is declined
Advance payment charges It is highly recommended that you obtain the three-digit card verification code on the back
If you permit or require cardholders to make advance payment charges for the following of the card (or the four-digit verification code on the front of American Express cards),
types of goods or services, please follow the procedures set out in this section: include the number with the first authorization request. This is not required for subsequent
• Custom orders (for example, orders for goods to be manufactured to a customer’s authorization requests.
specifications) A positive authorization response for one recurring transaction is not a guarantee that any
• Ticketing for events or entertainment (for example, sporting events or concerts) future recurring transaction authorization request will be approved or paid.
• Tuition, room, board and other mandatory fees (for example, library or other students If the recurring transaction is renewed, you must obtain from the cardholder a new written
services fees at universities) request for the continuation of such goods or services to be charged to the cardholder’s
• Tickets for airlines, rail lines, cruise lines, lodging and other travel-related services (for account.
example, tours or guided expeditions) If you or we have terminated your right to accept cards, you must not submit authorization
• Vehicle rentals requests or sales data for recurring transactions that are due after the date of such
termination.
• In-store merchandise not immediately available (for example, merchandise prepurchased
for an upcoming sale event or merchandise on layaway) For American Express transactions, please also see Appendix 2.
For all advance payment transactions: Stored payment credential transactions
• Do state your full cancellation and refund policies If you store information (including, but not limited to, an account number or payment
token) to process future purchases on behalf of the cardholder, follow the procedures set
• Do clearly disclose your intention to receive advance payment
out in this section.
• Before you request an authorization, do obtain written consent from the cardholder to bill
DO’S
the card for an advance payment charge
The cardholder’s consent must include: (1) a detailed description of the goods or services • Do include the appropriate data values when a payment credential is being stored for the
to be provided and (2) his or her agreement to all of the terms of the sale (including price, first time
any cancellation or refund policies) and the expected delivery date of the goods or services • Do include the appropriate data values when a payment credential is being used to initiate
• Do obtain an authorization approval a stored credential transaction
• Do complete a sales draft • Do include the appropriate data values when a payment credential is being used to
identify an unscheduled credentials on file transaction
• If you cannot deliver the goods or services (for example, because custom-ordered
merchandise cannot be fulfilled) and cannot make other arrangements, do immediately • Do submit a valid authorization if an amount is due at the time the payment credential
issue a credit for the full amount of the advance payment charge is being stored
For CNP transactions involving an advance payment: • Do submit an authorization verification if no payment is due at the time the payment
credential is being stored
• Do ensure that the sales draft contains the words “Advance Payment”
DON’TS
• Within twenty-four (24) hours of the advance charge being authorized, do provide the
cardholder with written confirmation (for example, by email or facsimile) that advance • Don’t store a payment credential, if either the first payment transaction or account
payment charge has been made, the written confirmation must include (1) a detailed verification is declined
description of the goods or services to be provided; (2) the amount of the charge; (3) the Card checks
confirmation number (if applicable); (4) the details of any cancellation or refund policies; If you accept card checks, you must treat checks from all the payment organizations that
and (5) the expected delivery date of the goods or services you accept equally (for example, if you accept Mastercard and American Express, your
Recurring transactions check acceptance policy must treat checks for both of these payment organizations equally).
If you process recurring transactions and charge a cardholder’s account periodically for You should handle these card checks like any other personal check drawn upon a bank in
goods or services (for example, yearly subscriptions, annual membership fees and so on), the United States.
please follow the procedures set out in this section. 12. Sales drafts
DO’S DO’S
• Do obtain written cardholder approval for goods or services to be charged on a recurring • Do prepare a sales draft for each transaction and provide a copy of the sales draft or
basis to the cardholder’s account. Approval must at least specify: transaction receipt to the cardholder at the time the card transaction is completed; an
- The cardholder’s name, address, account number and expiration date exception is eligible transactions participating in any of the ‘No Signature Required’
- The transaction amounts programs
- The timing or frequency of recurring charges • Do only collect transaction data provided directly to you by the cardholder
- For Discover Network and PayPal transactions, the total amount of recurring charges • Do include all of the following information on a single page document constituting the
to be billed to the cardholder’s account, (that is, taxes and tips) and your merchant sales draft:
identification number - The cardholder’s account number
• Do obtain an authorization for each transaction - Cardholder’s signature, unless you participate in any of the ‘No Signature Required’
• At least 7 days before a recurring transaction, notify the cardholder through email or programs. For the ‘No Signature Required’ programs, Visa, Mastercard, Discover and
other agreed method of communication if any of the following: American Express does not require you to obtain signatures at the POS for credit or
- A trial period, introductory offer or promotional period is going to end. Include in the debit transactions unless required by law
communication the transaction amount and transaction date of subsequent recurring - Date of the transaction
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 - The total amount of the transaction, including any taxes to be collected, in the approved • Don’t intentionally submit a sale and an offsetting credit at a later date solely for the
currency of the sale purpose of debiting and crediting your own or a customer’s account
- Description of the goods or services involved in the transaction – if there are too many • Don’t process a credit transaction after a chargeback has been received
items, combine them into one description; (for example, “clothing”) to ensure that all Your website must communicate your refund policy to your customers and require your
information is contained on a single page customers to select a “click-to-accept” or another affirmative button to acknowledge the
- Description of your merchandise return and credit/refund policy policy. The terms and conditions of the purchase must be displayed on the same screen
- A valid authorization code view as the checkout screen that presents the total purchase amount or within the sequence
- Merchant’s Doing Business As (“D/B/A”) name and location (city and state required) of website pages the cardholder accesses during the checkout process.
and merchant identification number. The merchant identification number is optional For American Express transactions, please also refer to Appendix 2.
but if provided for Discover, include only the last-four digits
14. Exchanges
DON’TS
For an even exchange, no additional paperwork is necessary and you may simply follow
• Don’t include the card expiration date or any more than the last-four digits of the card
your standard company policy.
number in the copy of the sales draft which you provide to the cardholder
For an uneven exchange, you must complete a credit draft and follow the procedures
• If you are EMV®-enabled, you may elect to participate in the ‘No Signature Required’
outlined in Section 12 for the total amount of goods returned. The cardholder’s account will
programs. For the ‘No Signature Required’ programs, you are not required to:
be credited for that amount. Then, complete a new sales draft for the total amount of any
-Provide a transaction receipt, unless requested by the cardholder
new goods purchased.
- Obtain the cardholder’s signature provided you transmit the full track data/full chip
card data in the authorization request regardless of the sale amount 15. Chargebacks, retrievals and other debits

13. Refunds Chargebacks

Both the cardholder and the card-issuing bank have the right to question or dispute a
DO’S
transaction. If such questions or disputes are not resolved, a chargeback may occur. You are
• Do obtain an authorization on refund transactions. For American Express transactions, responsible for all chargebacks, our chargeback fees and related costs arising from your
please refer to Appendix 2 transactions. As a result, we will debit your settlement account or settlement funds for the
• Do provide clear instructions to your customers regarding returns, including the amount of each chargeback.
following:
Due to the short time frames and the supporting documentation necessary to successfully
- Customer service telephone number (and permanently) reverse a chargeback in your favor, we strongly recommend that:
- Reference number for the return • You adhere to the guidelines and procedures outlined in this guide
- Expected processing time for the credit • If you do receive a chargeback, investigate and if you dispute the chargeback, submit the
- Return address, preferably on a preformatted shipping label (if applicable) appropriate documentation within the required time frame
• Do document your cancellation policy and terms and conditions on the contract the • Whenever possible, contact the cardholder directly to resolve the dispute (except with
cardholder signs or on your website, as applicable respect to a Discover Network cardholder with whom direct contact regarding the dispute
• Do create a credit draft containing the following information for every refund: is prohibited by Discover Network Card Organization Rules)
- The account number • If you have any questions, call Customer Service
- The cardholder’s name You must not process a credit transaction once a chargeback is received, even with
- Your name, city, state and merchant identification number cardholder authorization, as the credits may not be recoverable and you may be financially
- Merchant identification number is optional but if provided for Discover, only include the responsible for the credit as well as the chargeback. Instead, the card-issuing bank will
last-four digits credit the cardholder’s account.
- Transaction type Chargeback process
- A description of the goods or services If the card-issuing bank submits a chargeback, we will send you a chargeback notification,
- The transaction date of the credit; the total amount of the credit which may also include a request for transaction documentation. Due to the short time
requirements imposed by the payment organizations, it is important that you respond to a
- For Discover Network transactions, the approved currency used and the signature of
chargeback notification and transaction documentation request within the time frame set
your authorized representative or employee
out in the notification.
- For PayPal transactions, the approved currency used and the signature of your
Upon receipt of a transaction documentation request, you must immediately retrieve the
authorized representative or employee
requested sales draft(s) using the following guidelines:
• Do submit all credit drafts to us within the timeframes set out in Section 19
• Make a legible copy, centered on 8-1/2 x 11-inch paper (only one (1) sales draft per page)
• Do submit each credit under the establishment where the credit originated
• Write the ‘case number’ from the request for transaction documentation on each
• Do provide full refunds for the exact dollar amount of the original transaction including
copy/page
tax, handling charges, Surcharges and so on and under no circumstances provide a refund
amount for more than the original card sale amount • If applicable, make copies of a hotel folio, car rental agreement, mail /phone /internet
order form or other form of receipt
• For partial refunds relating to Surcharge transactions, the Surcharge amount must be
prorated • If a credit transaction has been processed, make a copy of the credit draft
• Do write clearly all amounts and other handwritten information – stray marks on the • Letters are not acceptable substitutes for sales drafts
credit draft will render it illegible • Fax or mail legible copies of the sales draft(s) and credit drafts, if applicable, to the fax
• Do ensure that the cardholder signs the credit draft, give the cardholder the appropriate number or mail address provided on the request form
copy and deposit the credit draft immediately • If you fax your response, please (i) set your fax machine to print your fax number and
DON’TS name on the documents that you send and (ii) set the scan resolution on your fax
• Don’t circle or underline any information on the credit draft machine to the highest setting. We can use this information to help determine where the
documentation received originated from if additional research is required and the higher
• Don’t credit an account that differs from the account used for the original transaction
resolution setting improves the clarity of characters and graphics on the documentation
• Don’t include the card expiration date or any more than the last four-digits of the card transmitted and helps reduce the number of illegible fulfillments and chargebacks
number in the copy of the credit draft which you provide to the cardholder
We strongly recommend that you also include a detailed rebuttal letter along with all
• Don’t give cash, check, credit refunds or other consideration for card sales, with the pertinent documents when responding to a transaction request or a chargeback notification
exception of the following:
(for example, rental agreement, the portion signed by the cardholder; and the area where
- If the card used to make the purchase is not available or the refund transaction the authorization codes, with amounts and dates, are located).
authorization request is declined
If the information you provide is both timely and, in our sole discretion, sufficient to
- Visa Easy Payment Service Transaction or if EMV-enabled and participating in Visa’s warrant a re-presentment of the transaction or reversal of the chargeback, we will do so on
“No Signature Required” program your behalf. However, a re-presentment or reversal is ultimately contingent upon the card-
- The recipient of the gift is not the cardholder issuing bank and / or cardholder accepting the transaction under applicable payment
- Visa prepaid card transaction if the cardholder states that the Visa prepaid card has been organization guidelines. Re-presentment or reversal is not a guarantee that the chargeback
discarded has been resolved in your favor.
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If we do not receive a clear, legible and complete copy of the transaction documentation Recommendations to reduce risk of chargeback
within the time frame specified on the request, you may be subject to a chargeback for • Obtain valid authorization on the day of the transaction
“non-receipt” for which there is no recourse. • If you receive the following responses:
If you do not dispute the chargeback within the applicable time limits as set by the payment - Decline - Request another form of payment from the cardholder
organization rules and regulations, you will forfeit your reversal rights. Our only alternative,
- Referral - Follow the voice procedures to obtain a valid authorization and obtain an
which is available for Visa and Mastercard only, is to attempt a “good faith collection” from
imprint of the card
the card-issuing bank on your behalf for non-fraud chargeback reason codes. This process
can take up to six (6) months and must meet the card-issuing bank’s criteria (for example, - “Pick-up” - Means that the card-issuing bank is asking for the card to be returned – you
at or above a set dollar amount). Good faith collection attempts are not a guarantee that any must not accept the card for payment and, in addition, you may retain the card and send
it to us so that we can arrange for its return to the card-issuing bank
funds will be collected on your behalf. Card-issuing banks normally charge good faith
collection fees, which are deducted from the transaction amount if accepted in addition to • You must not exceed any predetermined thresholds for specific POS device types as
any processing fees that are charged by us. specified by each payments organization
The card-issuing bank may charge a handling fee which will be debited from your • You must ship goods within the timeframe set out in Section 20, after you have obtained
settlement account or settlement funds if a transaction documentation request results from authorization
a discrepancy between the sales draft and the transmitted record regarding any of the Chargebacks due to cancellation and returns
following: Description
• The name of your business • Credit was not processed properly or the cardholder has canceled or returned items
• The city, state or country listed for your business Likely scenario
• The transaction date • Cardholder received damaged or defective merchandise
Visa: If we reverse the chargeback and re-present the transaction to the card-issuing bank, • Cardholder continued to be billed for canceled recurring transaction
the card-issuing bank, at its sole discretion, may elect to submit the matter for arbitration • Credit transaction was not processed
before Visa. Visa currently charges a filing fee and a review fee. Whether or not a decision Recommendations to reduce risk of chargeback
is made in your favor, you will be responsible for all such fees and charges and any other • Issue credit to the cardholder on the same account as the purchase in a timely manner
applicable fees and charges imposed by Visa. Such fees and charges will be debited from
• Do not issue credit to the cardholder in the form of cash, check or in-store/merchandise
your settlement account or settlement funds, in addition to the chargeback.
credit as we may not be able to recoup your funds if the transaction is charged back
STAR: If we reverse the chargeback and re-present the transaction to the card-issuing
• For recurring transactions ensure customers are fully aware of the conditions:
bank, the card-issuing bank, at its sole discretion, may elect to submit the matter for
arbitration before STAR. Whether or not a decision is made in your favor, you will be - Cancel recurring transactions as soon as notification is received from the cardholder or
responsible for all fees and charges relating to that arbitration and any other applicable fees as a chargeback and issue the appropriate credit as needed to the cardholder in a timely
manner
and charges imposed by STAR. Such fees and charges will be debited from your settlement
account or settlement funds, in addition to the chargeback. - Notify the cardholder within 10 days (domestic) and 15 days (international) in advance
of each billing, to allow the cardholder time to cancel the transaction
Mastercard: If we reverse the chargeback and re-present the transaction to the card-
issuing bank, the card-issuing bank, at its sole discretion, may elect to resubmit the • Provide proper disclosure of your refund policy for returned/canceled merchandise or
chargeback. In such an event, at our discretion, we will debit your settlement account or services to the cardholder at the time of transaction. Card present, cardholder signed the
settlement funds for the chargeback. However, if you feel strongly that it is an invalid sales draft containing disclosure
chargeback, we may, on your behalf and at your request, submit the matter for arbitration • If applicable, the words “No Exchange, No Refund,” and so on must be clearly printed
before Mastercard. Mastercard currently charges a filing fee and a review fee. Whether or in 1/4-inch lettering on the sales draft:
not a decision is made in your favor, you will be responsible for all such fees and charges - eCommerce, provide disclosure on your website on the same page as check out. Require
and any other charges imposed by Mastercard. Such fees and charges will be debited from the cardholder to click to accept prior to completion
your settlement account or settlement funds, in addition to the chargeback. - CNP, provide the cancellation policy at the time of the transaction
Discover Network: If Discover Network rejects our re-presentment request and you • For any Travel and Entertainment (T&E) transaction, provide cancellation numbers to
feel strongly that the chargeback is invalid, we may, at our discretion and on your behalf and cardholders when the services are canceled
at your request, submit the matter for dispute arbitration before Discover Network. Discover • Ensure delivery of the merchandise or services ordered to the cardholder
Network charges acquirers fees for re-presentment requests and matters submitted to • Participate in recommended fraud mitigation tools
Discover Network for arbitration. We, in turn, may charge you fees for these items.
Chargebacks due to fraud
PayPal: If PayPal rejects our re-presentment request and you feel strongly that the
Description
chargeback is invalid, we may, at our discretion and on your behalf and at your request,
submit the matter for dispute arbitration before PayPal. PayPal charges acquirers fees for Transactions that the cardholder claims are unauthorized; the account number is no longer
re-presentment requests and matters submitted to PayPal for arbitration. We, in turn, may in use or is fictitious, or the merchant was identified as “high risk.”
charge you fees for these items. NOTE: For Visa transactions, to ensure that you preserve your chargeback rights, you
must:
American Express: You may request a chargeback reversal if the chargeback was applied
in error, provided that (i) you have responded to the original inquiry within the specified • Complete a retrieval request and provide a sales slip that contains all required data
time frame set out in your dispute notification and (ii) you have provided all supporting elements
documentation to substantiate the error. • Respond to all retrieval requests with a clear legible copy of the transaction document that
Alipay: Refer to Appendix 5. contains all required data elements within the specified timeframe
Chargeback reasons Likely scenario
• Multiple transactions were completed with a single card without the cardholder’s
The following section outlines the most common types of chargebacks. This list is not
permission
exhaustive. Within each group, we have included recommendations on how to reduce the
risk of chargebacks. These are recommendations only and do not guarantee that you will • A counterfeit card was used and proper acceptance procedures were not followed
eliminate chargebacks. • Authorization was obtained; however, full track data was not transmitted
Chargebacks due to authorization • The cardholder states that they did not authorize or participate in the transaction
Description Recommendations to reduce the risk of chargeback Card Present
Transactions:
Proper authorization procedures were not followed and valid authorization was not
obtained. • Obtain an authorization for all transactions
Likely scenario • For recurring transactions ensure customers are fully aware of the conditions:
• Authorization not obtained - Cancel recurring transactions as soon as notification is received from the cardholder or
as a chargeback and issue the appropriate credit as needed to the cardholder in a timely
• Authorization was declined manner
• Transaction processed with an expired card and authorization was not obtained - Notify the cardholder within 10 days (domestic) and 15 days (international) in advance
• Transaction processed with an invalid account number and authorization was not of each billing, allowing the cardholder time to cancel the transaction
obtained - American Express customers have the option to receive written notification of the
• Card Recovery Bulletin (CRB) or Exception File was not checked (transactions below recurring transaction at least (10) days prior to submitting or any time the charge
floor limit) amount exceeds a maximum amount that has been set by the cardholder
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• If you are utilizing an electronic device to capture card data, swipe, dip or wave all card • The account number or transaction amount used in the transaction was incorrectly
transactions through your electronic authorization device to capture cardholder entered
information. When applicable, ensure the displayed cardholder number matches the • A single transaction was processed more than once to the cardholder’s account
number on the card
• The cardholder initially presented the card as payment for the transaction, however, the
• You should avoid keying the card data into your electronic authorization device unless cardholder decided to use an alternate form of payment
you are unable to capture the card data through one of the above methods. If you do key
• A limited amount or self-service terminal transaction was processed for an amount over
the card data into your electronic authorization device, it is highly recommended that
the predetermined limit
you also key in the three or four digit verification code
Recommendations to reduce risk of chargeback
If you are not participating in the “No Signature Required” program:
• Process all transactions within the payment organization specified time frames
• Obtain the cardholder signature for all transactions; ensure the signature on the sales
draft matches the signature on the back of the card • Ensure all transactions are processed accurately and only one time
• Process all transactions one time and do not batch out transactions multiple times • If a transaction was processed more than once, immediately issue voids, transaction
reversals or credits
• Educate staff on procedures to eliminate POS fraud
• Ensure that credit transaction receipts are processed as credits and sale transaction
CNP Transactions:
receipts are processed as sales
• Ensure delivery of the merchandise or services ordered to the cardholder
• Ensure all transactions receive a valid authorization approval code prior to processing
• Participate in recommended fraud mitigation tools: the transaction and obtain a legible magnetic swiped, dipped, tapped or waved sales draft
- Verified by Visa Program that is signed
- Mastercard SecureCode • Do not alter transaction documentation or make any adjustments unless the cardholder
- Address Verification Services (AVS) has been contacted and agrees to modifications of the transaction amount
- Use of card verification code • Ensure limited amount, self-service and automated fuel dispenser terminals are set
NOTE: While transactions utilizing these tools may still be disputed, the service may properly to conform to the predetermined limits
assist you with your decision to accept certain cards for payment. Chargebacks due to non-receipt of information
• Ensure you ship to the AVS confirmed address (bill to and ship to must match) Description
• Obtain authorization for all transactions Failure to respond to a retrieval request or the cardholder does not recognize the
• Ensure merchant descriptor matches the name of the business and is displayed correctly transaction.
on the cardholder statement Likely scenario
• Ensure descriptor includes correct business address and a valid customer service number • The transaction documentation was not provided to fulfill the retrieval request
• Please refer to Appendix 2 for American Express fraud mitigation tools • The retrieval request was fulfilled with an illegible sales draft or was an invalid fulfillment
Chargebacks due to cardholder disputes (incorrect sales draft or the sales draft did not contain required information that may
include signature if you are not participating in the “No Signature Required” program)
Description
• The cardholder does not recognize or is unfamiliar with the transaction due to the
Goods or services not received by the cardholder, Merchandise defective or not as described.
merchant name or location not matching the name or location where the transaction took
Likely scenario place
• Services were not provided or merchandise was not received by the cardholder Recommendations to reduce such risk of chargeback
• Cardholder was charged prior to merchandise being shipped or merchandise was not • Provide a clear and legible copy of the sales draft that contains all required data elements
received by agreed upon delivery date or location within the required time frame that is specified on the retrieval request
• Cardholder received merchandise that was defective, damaged or unsuited for the purpose • Ensure that the most recognizable merchant name, location and customer service phone
sold or did not match the description on the transaction documentation /verbal number is provided on all transactions
description presented at the time of purchase
• Retain copies of all transaction documentation for the required time frame that is specified
• Cardholder paid with an alternate means and their card was also billed for the same by each payment organization
transaction
• Develop efficient methods to retrieve transaction documentation to maximize ability to
• Cardholder canceled service or merchandise and their card was billed fulfill requests
• Cardholder billed for a transaction that was not part of the original transaction document
16. Suspect/Fraudulent transactions
• Cardholder claims to have been sold counterfeit goods
If the card being presented or the behavior of the person presenting the card appears to be
• Cardholder claims the merchant misrepresented the terms of sale
suspicious or you otherwise suspect fraud, you must immediately call the Voice
Recommendations to reduce such risk of chargeback Authorization Center and ask to speak to a Code 10 operator. Answer all their questions
• Provide Services or Merchandise as agreed upon and described to the cardholder; clearly and follow their instructions.
indicate the expected delivery date on the sales receipt or invoice While not proof that a transaction is fraudulent, the following are some suggestions to
• Contact the cardholder in writing if the merchandise or service cannot be provided or is assist you in preventing fraudulent transactions that could result in a chargeback:
delayed and offer the cardholder the option to cancel if your internal policies allow Does the cardholder:
• If the cardholder received defective merchandise or the merchandise received was not as • Appear nervous/agitated/hurried?
described; resolve the issue with the cardholder at first contact
• Appear to be making indiscriminate purchases (for example, does not care how much an
• If the merchandise is being picked up by the cardholder, have them sign for the item costs, the size and so on)?
merchandise after inspecting that it was received in good condition
• Make purchases substantially greater than your usual customer (for example, your
• Do not charge the cardholder until the merchandise has been shipped, according to the average transaction is $60, but this transaction is for $360)?
agreed upon terms and a signed Proof of Delivery from the cardholder is obtained
• Insist on taking the merchandise immediately (for example, no matter how difficult it is
• If unable to provide services or merchandise, issue a credit to the cardholder in a timely to handle, is not interested in free delivery, alterations and so on)?
manner
• Appear to be purchasing an unusual amount of expensive items or the same items?
• Accept only one form of payment per transaction and ensure the cardholder is only billed
once per transaction • Take an unusual amount of time to sign the sales draft or look at the back of the card as
he signs?
• Do not bill cardholder for loss, theft or damages unless authorized by the cardholder
• Take the card from a pocket instead of a wallet?
• Ensure that a description of the service or merchandise provided is clearly defined
• Repeatedly come back, in a short amount of time or right before closing time, to make
Chargebacks due to processing errors additional purchases?
Description • Cause an unusual, sudden increase in the number and average sales transactions over a
Error was made when transaction was processed or it was billed incorrectly. one to three day period?
Likely scenario • Tell you he has been having some problems with his card-issuing bank and request that
• The transaction was not deposited within the payment organization specified time frame you call a number that he provides) for “special” handling or authorization?
• The cardholder was issued a credit draft, however, the transaction was processed as a sale • Have a previous history of disputed charges?
• The transaction was to be processed in a currency other than the currency used to settle • Place orders to be shipped to an address other than the billing address or use
the transaction anonymous/free email domains?
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• Place orders sent to ZIP codes or countries where you show a history of fraudulent 20. Time frames
claims?
Authorizations
Does the card:
A positive (approved) authorization response remains valid for:
• 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 back • Seven (7) days for Mastercard electronic processed transactions
of the card)? • Ten (10) days for Visa, Discover, and STAR electronic processed transactions subject to
• Have a damaged hologram? the following exception:
• Have a Magnetic Stripe on the back on the card? - Thirty (30) days for Visa, Discover and PayPal, twenty (20) days for STAR for the
• Have “valid from” (effective) and “valid thru” (expiration) dates consistent with the sale following Industries
date? - Car rental
We also recommend that you are vigilant for any cardholder who behaves as follows, - Airline and passenger railway
specifically in relation to prepaid cards: - Lodging
• Frequently makes purchases and then returns the goods for cash - Other Travel and Entertainment (T&E) categories
• Uses prepaid cards to purchase other prepaid cards • Seven (7) days for American Express electronic processed transaction subject to the
• Uses large numbers of prepaid cards to make purchases following exception:
Gift Cards, jewelry, video, stereo, computer and camera equipment, shoes and men’s - Thirty (30) days for the Travel and Entertainment (T&E) industries
clothing are typically fraud-prone because they can easily be resold. Also be suspicious of
Delayed deliveries
high dollar amounts and transactions with more than one fraud-prone item, (for example,
two laptops, three gold chains and so on). If delivery is more than:
Part III • Seven (7) days (Mastercard, Visa, American Express, and STAR transactions)
• Ten (10) days (Discover Network and PayPal transactions)
In this part of the guide you’ll find helpful information about what to do if a card is left at
your business, how long you must retain copies of records, how to return equipment and • After the original transaction date and the initial authorization request, you must
important transaction timeframes. This is also where you’ll find additional guidelines for reauthorize the unprocessed portion of the transaction prior to delivery
specific industries including: Refunds
• Lodging You must submit all credit transactions to us within five (5) days of determining that a
• Vending machines credit is due.
• Travel & Entertainment 21. Additional provisions for specific industries
• Telecommunications
Merchants in the lodging industry
• Restaurants
There are additional rules and requirements that apply to merchants in the lodging industry
• Petroleum
for practices including, but not limited to, guaranteed reservations and charges for no
If you’d like additional information about anything you’ve read in Your Payments shows, advance deposits, overbookings and priority checkout.
Acceptance Guide, please contact Customer Service.
If you are a lodging merchant and wish to participate in the payment organization lodging
17. Lost/Recovered cards services programs, please contact your sales representative or relationship manager for
If a card is left behind and remains unclaimed, you should call the appropriate payment details and the appropriate payment organization requirements.
organization’s Customer Service team via the number below and they will instruct you on You must provide the cardholder with written confirmation of a guaranteed reservation.
how to handle it: The confirmation must contain:
Visa 1-800-336-8472 • Cardholder’s name as it appears on the card, if present
Mastercard 1-800-826-2181 • Card number, truncated where required by applicable law to you or us and card expiration
Discover 1-800-DISCOVER (1-800-347-2683) date if present, unless prohibited by applicable law to you or us
AMEX 1-800-992-3404 • Reservation confirmation number
PayPal 1-877-569-1113 • Anticipated arrival date and length of stay
18. Retention of records • The cancellation policy in its entirety, inclusive of the date and time the cancellation
privileges expire
You must securely retain legible copies of all sales drafts and credit drafts or any other
transaction records for the following periods: • Any other pertinent details related to the reserved accommodations
Mastercard, Visa, and STAR: Thirteen (13) months from the transaction date. Five If a cardholder requests a cancellation in accordance with your cancellation policy and
(5) years for healthcare sales drafts and credit drafts. specified time frames, you must provide the cardholder with a cancellation number and
Discover Network: The longer of (i) 365 days or (ii) the resolution of any pending or instructions to retain a record of it.
threatened disputes, claims, disagreements or litigation involving the card transaction. You If a cardholder requests a written confirmation of the cancellation, you must provide this
must also keep images or other copies of sales drafts for no less than three (3) years from confirmation to the cardholder within three (3) business days of such request. For the
the date of the Discover Network transaction. purposes of this section, a “business day” means Monday through Friday, excluding Bank
PayPal: The longer of (i) either (A) one (1) year from the transaction date, or (B) if the holidays.
transaction date was subject to dispute, two (2) years from the transaction date or (ii) the The cancellation confirmation must contain:
time period required by applicable law. • The cardholder’s reference that charges were placed on the card, if applicable or a
American Express: Twenty-four (24) months from the date on which you submitted guarantee that a “no-show” charge will not be placed on the card
the sales draft or credit draft to us. You must provide all sales drafts and credit drafts or other • The cardholder’s name as it appears on the card, if present
transaction records requested by us within the shortest time limits established by payment
• The card number, truncated as required by applicable law to you or us
organization rules.
• The card expiration date, if present, unless prohibited by applicable law to you or us
19. Return of equipment
• The reservation cancellation number
To return point (POS) equipment that you do not own, you must call Customer Service for • The date of cancellation
the address of the location to send the device
• The name of your employee that processed the cancellation
You must include the following information in the shipping box:
• Any other pertinent information related to the reserved accommodations
- Your name, address and phone number
Preauthorization for Travel and Entertainment (T&E) and restaurant
- The name of the person to contact if there are any questions merchants
- Your merchant identification number If you are a business engaged in providing travel and entertainment services (for example,
- The lease number (if applicable) car rentals, hotels, motels and so on) or a restaurant business and engage in the practice of
- The serial number of the POS device (found on the underside of the POS device) “preauthorization” you must comply with the following general procedures:
You must return the POS device in a manner that can be tracked. Reference the lease • A hotel, motel or car rental merchant may obtain an estimated authorization at the time
number (if applicable) on the return packaging. of check-in
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• Restaurants must not add an estimated tip amount to the authorization request beyond APPENDICES
the value of the goods provided or services rendered, plus any applicable tax
APPENDIX I
• You must notify the cardholder of the dollar amount you intend to “preauthorize”
ADDITIONAL PROVISIONS FOR WEX AND VOYAGER
• If the customer decides to use another form of payment (for example, cash, check and so
on) you must promptly call the Voice Authorization Response Unit to delete the WEX cards
authorization hold. Provide the cardholder’s account number original dollar amount and If you participate in the WEX Full Service Program, the following terms and conditions
date of the transaction and the authorization code. If a new transaction takes place, a will apply:
new signed sales draft for the exact amount and a new authorization code for that amount DO’S
must be obtained • Do provide, at your own expense, all equipment necessary to permit the electronic
• Vehicle rental providers may not include potential vehicle damage or insurance acceptance of the WEX cards, including the operation and maintenance of the equipment,
deductibles in any preauthorizations telecommunication link and provision of all networking services
• If you receive a decline on a transaction, you must wait twenty-four (24) hours before • Do include in any request for authorization the following information:
attempting to reauthorize. If you reauthorize prior to this time frame and receive an - WEX cardholder account number
approval, you may be subject to a chargeback and a fine imposed by the payment - Vehicle number
organizations - Card expiration date
• Hotels, motels and car rental merchants are allowed up to a 15 percent variance above the - Driver identification number
amount authorized. If the final amount charged to the cardholder exceeds the original - The amount of the transaction
estimate by more than 15 percent above the preauthorization, you must authorize any
- The date and time of the transaction
additional amounts and all incremental authorization codes must be written in the
- The quantity of goods sold, unit price, and product code (the “Authorization Request
authorization area along with the date of authorization and the amount authorized
Data”)
• Preauthorization for certain establishments’ services, are allowed up to a 20 percent
- An authorization number or other approval code from WEX for all manual WEX card
(instead of 15 percent) variance above the amount authorized. If the final amount exceeds sales (in other words, sales facilitated by a card imprinter)
the amount “preauthorized” by more than 20 percent, you must authorize the additional
• Do ensure that the product detail of each transaction is accurate, including:
amount. Estimating the authorization amount to include a tip is prohibited. The
authorization request must include only the amount associated with the bill presented to - The type of goods sold
your customer - Quantity of goods sold
• You must obtain an authorization for the initial estimated charges and then monitor the - Unit price/price per gallon (if applicable)
charges to ensure that the actual charges made do not exceed the estimated charges. If the - Taxes
actual charges exceed the amount of the initial estimated authorization (and any - Any coupons presented
subsequent estimated authorizations), then you must secure a positive authorization for • Do ensure that the product detail outlined equals the total amount of the sale when
the additional amount. Subsequent authorizations must only be for the additional amount calculated (for example, product quantity x unit price must equal the product amount.
of total charges and must not include any amounts already authorized The sum of all product amounts, including taxes minus any coupons must equal the total
• The estimated amount of any preauthorization for lodging accommodations must be transaction amount)
based on: • Do complete a WEX card sale only upon the receipt of an authorization approval message
i. The intended length of stay • Do provide a copy of the receipt for a WEX card sale upon the request of the cardholder,
to the extent permitted by applicable law. The receipt must not include the full account
ii. The room rate
number or driver identification number
iii. Applicable taxes and service charges • Do require the cardholder to sign a receipt when a WEX card sale is not completed by an
iv. Other miscellaneous charges as dictated by experience island card reader
• If an authorization request is declined, no charges occurring after that date will be • Do take all commercially reasonable efforts to protect manual WEX card sales data from
accepted for that cardholder fraud or misuse
• You do not need to obtain a final authorization if the total sum of charges (the final • Do securely maintain a record of all WEX card sales (including the authorization request
amount) does not exceed 20 percent of the previously authorized charges. You must data) for a period of one year. You must produce such records upon the reasonable request
record the dates, authorized amounts and their respective authorization approval codes of WEX
on the sales draft(s) • Do notify us of any errors contained in a settlement report within forty-five (45) days of
Merchants operating vending machines receipt of such report. We will not accept reprocessing requests for WEX transactions
older than 90 days
For Mastercard, if you are operating vending machines under MCC 5499 (Miscellaneous
• Do allow WEX to audit records, upon reasonable advance notice, related to the WEX Full
Food Stores – Convenience Stores, Markets and Specialty Stores), you need not provide a
Service
receipt at the time a transaction is conducted. However, if a vending machine cannot
• Do retransmit WEX card sales data when reasonably requested to do so
provide a printed receipt, you must disclose and post instructions advising cardholders
how a receipt may be obtained. DON’TS
Telecommunication service providers • Don’t submit a WEX card sale for processing unless a WEX card is presented at the time
of the sale
You must contact Customer Service for approval and further instructions, rules and
• Don’t accept a WEX card if an expired card/decline message is received
requirements before conducting telecommunication transactions.
• Don’t submit a WEX card sale for processing until the goods have been delivered or
• Telecommunication card sales occur when a telephone service provider is paid directly services performed
using a card for individual local or long-distance telephone calls, with the exception that
• Don’t accept a WEX card if it appears to be invalid or expired or there is reasonable belief
prepaid telephone service cards are not and do not give rise to telecommunication card
that the WEX card is counterfeit or stolen
sales
• Don’t divide the price of goods and services purchased in a single WEX card sale among
The petroleum industry two or more sales receipts
For Visa, Mastercard, STAR, American Express, Discover and PayPal transactions, • Don’t permit a WEX card sale when only partial payment is made by use of the WEX card
merchants operating in the petroleum industry that conduct card sales at Automated Fuel and the balance is paid with another bank card
Dispensers (AFDs), may submit an card authorization request for $1 to verify the validity • Don’t remove fuel tax at the POS is not permitted. For all payment system product codes
of the presented. Under such circumstances, you must submit an authorization advice that are taxable, the transaction dollar amount and Price per Gallon (PPG) must contain
message for the actual amount of the card sale within sixty (60) minutes of completion of the sum of the fuel cost and PPG inclusive of all applicable Federal, State, County, Local
fuel delivery regardless of whether you previously received a partial authorization response and other fuel taxes
or a positive authorization response for any other amount. If you do not complete the card You acknowledge and agree that your sole remedies with respect to the WEX Full Acquiring
sale following receipt of an approved authorization response for any amount, a request to services will be against us and not WEX, except to the extent that WEX knows of any fraud
cancel the authorization request must be submitted within sixty (60) minutes of the related to the WEX cards and fails to provide notice of such fraud or WEX commits fraud
completion of fuel delivery. in respect to the WEX Full Acquiring Services.
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Voyager cards Authorization for Card Not Present transactions
• You must check Fleet Cards for any printed restrictions at the POS If you process a CNP transaction you must obtain the following information:
• You must establish a fair policy for the exchange and return of merchandise • The card number or token
• You must promptly submit credits to us for any returns that are to be credited to a Voyager • The card number or token expiration date
cardholder’s account • The cardholder’s name as it appears on the card
• You must not give any cash refunds to any Voyager cardholder in connection with a sale, • The cardholder’s billing address
unless required by law • The delivery address if different from the billing address. In addition, for internet
In addition to the information set out in Section 12 (Sales Drafts), you must include the transactions you must:
following information on a single page document constituting the sales draft for Voyager - Use any separate merchant identification numbers (Seller ID) established for your
transactions: internet orders in all of your requests for authorization and Submission of charges
• All authorization request data for Voyager card sales must include the following: - Provide us with at least one (1) month’s prior written notice of any change in your
- Voyager cardholder account number internet address
- Card expiration date - Comply with any additional requirements that American Express provides from time to
- Driver identification number time
- The amount of the transaction, date and time of the transaction American Express has the right to chargeback for any CNP transaction that the cardholder
- Quantity of goods sold, unit price and product code (the “Authorization Request Data”) denies making or authorizing. However, American Express will not chargeback for any
CNP transaction based solely upon a claim by a cardholder that he or she did not receive
• All manual Voyager card sales (in other words, sales facilitated by a card imprinter) must
the disputed goods if you have:
include:
• Verified the address to which the goods were shipped was the cardholder’s full billing
- The Authorization Request Data
address
- An authorization number or other approval code from Voyager • Provided proof of delivery signed by the cardholder or an authorized signer of the card
- The type of goods sold, quantity of goods sold, unit price/price per gallon (if applicable), indicating the delivery of the goods or services to the cardholder’s full billing address
taxes American Express will not be liable for actual or alleged fraudulent transactions over the
- Any coupons presented within the product internet and will have the right to chargeback for those charges.
• The product detail outlined must equal the total amount of the sale when calculated, in If a disputed transaction arises involving a CNP transaction that is an internet electronic
other words: delivery transaction, American Express may exercise a chargeback for the full amount of the
- Product quantity x unit price must equal product amount transaction and place you in any of its chargeback programs.
- The sum of all product amounts including taxes minus any coupons must equal the Charge records (also known as ‘sales drafts’)
total transaction amount For each transaction submitted:
You must not remove fuel tax at the POS. For all payment system product codes that are • Electronically - you must create an electronically reproducible charge record
taxable, transaction dollar amount and price per gallon (PPG) must contain the sum of the • On paper (under extraordinary circumstances only) – you must create a charge record
fuel cost and PPG inclusive of all applicable Federal, State, County, Local and other fuel containing all of the following required data:
taxes.
- Full card number and expiration date and if available, cardholder name
If there is an increase of 15 percent or more compared to the previous month in the number
- The date the transaction was incurred
of Voyager transaction authorization calls that are not due to our or Voyager system outages,
we may, at our discretion, deduct telephone charges from the settlement of your Voyager - The amount of the transaction, which must be the total price for the purchase of goods
transactions. Fees will not exceed $0.25 (25 cents) per call. and services (plus applicable taxes and gratuities) purchased on the card
Settlement of Voyager transactions will generally occur by the fourth banking day after we - The authorization approval
process the applicable card transactions. We will reimburse you for the dollar amount of - A clear description of the goods and services purchased by the cardholder
sales you submit for a given day, reduced by the amount of chargebacks, tax exemptions, - The words “No Refunds” if you have a no refund policy, and your return and
discounts, credits and the fees set out in the Agreement. You must notify us of any errors cancellation policies
contained with the settlement reports within 30 calendar days of receipt of such report. - The cardholder’s signature (if a CP transaction and you are not participating in the “No
Neither we nor Voyager will be required to reimburse you for sales submitted more than Signature Required” program) or the words “telephone order,” “mail order,” “internet
sixty (60) calendar days from the date of purchase. Order,” or “signature on file,” as applicable (if a CNP transaction)
For daily transmission of sales data, you must securely maintain true and complete records In the charge record (and a copy of the customer’s receipt) you must:
for a period of not less than thirty-six (36) months from the date of the generation of the
• Include your return and cancellation policies
data. You may store records on electronic media, if secure. You are responsible for the
expense of retaining sales data records and sales drafts. • Mask truncated card number digits with replacement characters such as “x,” “*” or “#,”
and not blank spaces or numbers
APPENDIX 2 If the cardholder wants to use more than one card for payment of a purchase, you may
ADDITIONAL PROVISIONS FOR AMERICAN EXPRESS create a separate charge record for each card used. However, if the cardholder is using a
single card for payment of a purchase, you must not divide the purchase into more than one
For merchants participating in the American Express OptBlue® Program, you should review
transaction and you must not create more than one charge record.
the operating guide made available to you at americanexpress.com/merchantopguide
Refunds
Treatment of the American Express marks
To issue a refund you must:
Whenever payment methods are communicated to customers or when customers ask what
payments are accepted, you must indicate your acceptance of the American Express card • Compare the last four-digits on the charge record against the card presented (when
and display the American Express marks (including any card application forms provided applicable)
to you) as prominently and in the same manner as any other payment products. • Issue the credit in the currency in which the original transaction was submitted to us
You must not use the American Express marks in any way that injures or diminishes the • Issue the credit to the card used to make the original purchase. If the credit is for the
goodwill associated with the mark, nor (without our prior written consent) indicate that return of a gift by someone other than the cardholder who made the original purchase,
American Express endorses your goods or services. you must apply your usual refund policy
You must only use the American Express marks as permitted. You must cease using the If the cardholder indicates that the card on which the purchase was originally made is no
American Express marks upon termination of your acceptance of American Express cards. longer active or available:
For additional guidelines on the use of the American Express marks, please contact • For all cards except prepaid cards – advise the cardholder that you must issue the credit
Customer Service. to that card; and if the cardholder has questions, advise him or her to call the customer
Treatment of American Express cardholder Information service number on the back of the card in question
Any and all cardholder information is confidential and the sole property of the card-issuing • For prepaid cards – apply your usual refund policy for returns
bank, American Express or its affiliates. Except as otherwise specified, you must not In the credit draft delivered to the cardholder, you must mask truncated card number digits
disclose cardholder Information, nor use nor store it, other than to facilitate transactions with replacement characters such as “x,” “*” or “#,” and not blank spaces or numbers.
at your establishments in accordance with the terms on which you are authorized to accept Your refund policy for card transactions must be at least as favorable as your refund policy
American Express cards. for purchases made with other payment products or other payment methods.
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If you issue a credit, American Express will not refund the discount or any other fees or You must exercise caution when presented with a travelers cheque in a denomination of
assessments previously applied to the corresponding transaction. The discount on $500 or greater. The higher denominated travelers cheques are rarely sold and so more
chargebacks will not be refunded. likely to be counterfeit.
Fraud mitigation tools To accept a travelers cheque, watch your customer countersign in the lower-left corner of
American Express offers fraud mitigation tools for CP and CNP transactions to help verify the travelers cheque and compare the countersignature to the signature in the upper left
that a transaction is valid. These tools help you mitigate the risk of fraud at the POS, but corner of the travelers cheque.
are not a guarantee that a transaction is, in fact, valid or bona fide or that you will not be • If the signature and countersignature are a reasonable match (they look alike, but may not
subject to a chargeback. For optimal use of the tools, please visit American Express’ Fraud be identical), you may accept the cheque and there is no need to obtain any identification
Prevention Information at: americanexpress.com/fraudinfo • If you suspect that the countersignature may be false or you did not watch the customer
Recurring transactions countersign, ask your customer to turn the cheque over and sign again across the left-
hand side (in the same manner one typically endorses a check); then take the cheque
For recurring transactions, you must offer the cardholder the option to receive written
and fold up the bottom right-hand corner so that you can compare the original signature
notification for the recurring transaction(s) at least (10) ten days prior to submitting or
with the new one
any time the transaction amount exceeds a maximum amount that has been set by the
cardholder. You must clearly and conspicuously disclose all material terms of the option, • If the signatures are not the same or you have any questions regarding the validity of the
including, if applicable, the fact that recurring billing will continue until the option is cheque, call Customer Service
canceled by the cardholder. If the material terms of the option change after submission of • If you suspect that the travelers cheque may be fraudulent, verify that the cheque is
the first recurring transaction, you must promptly notify the cardholder in writing of such authentic by:
change and obtain the cardholder’s express written consent to the new terms prior to - Performing the smudge test. Turn the cheque over (non-signature side). Wipe a
submitting another recurring transaction. moistened finger across the denomination
For recurring transactions you must: - On the right side of the cheque, the ink should not smudge
• Periodically verify with cardholders that their information (for example, card number, - On the left side of the cheque, the ink should smudge
expiration date and billing address) is still accurate. This will improve the likelihood of - Obtaining online Authorization at americanexpress.com /verifyamextc. You are not
obtaining approval for an authorization request required to obtain authorization before accepting a travelers cheque
• Retain evidence of consent to receive updated card account information from the card- High Charge Volume (CV) Merchants
issuing bank for twenty-four (24) months from the date you submit the last recurring You acknowledge that you will be converted from the American Express U.S. Enhanced
transaction Acquisition Program to a direct card acceptance relationship with American Express if and
• Ensure that your process for cancellation of recurring transactions is simple and when you become a “High CV Merchant” in accordance with the American Express Card
expeditious Organization Rules. As part of this acknowledgment, you agree that upon conversion: (i)
• Within twenty-four (24) hours of incurring the first recurring billing transaction, provide You will be bound by American Express’ then-current agreement for card acceptance; and
the cardholder written confirmation (for example, email or facsimile) of such transaction, (ii) American Express will set pricing and other fees payable by you for card acceptance.
including all material terms of the option and details of your cancellation/refund policy A “High CV Merchant” is a Program Merchant with Estimated Annual Charge Volume
If your recurring transaction amounts vary, you must offer the cardholder the right to (ECV) of greater than (i) United States currency (USD) $1,000,000 in the United States
receive written notification of the amount and date of each recurring transaction: excluding Puerto Rico and the U.S. Virgin Islands or (ii) USD $1,000,000 in Puerto Rico and
the U.S. Virgin Islands. Where a Program Merchant Prospect has more than one
• At least ten (10) days before submitting each transaction Establishment, then the ECV of (i) all Establishments operated under the same tax
• Whenever the amount of the transaction exceeds a maximum recurring transaction identification number (TIN) in a region shall be aggregated or all Establishments operating
amount specified by the cardholder under different TINs but as a unified business enterprise in a region shall be aggregated. For
For more information about processing prepaid cards: clarification purposes, a ‘unified business enterprise’ shall include Establishments that are
• Call the customer service number on the back of the card in question owned, operated or affiliated to a single business entity.
• See American Express Card Organization Rules regarding “additional authorization Marketing Opt-Outs
requirements” You agree that when providing your contact information to us that you may receive
No Signature Required Program messages from American Express, including important information about American Express
products, services and resources available to your business. These messages may be sent to
You may participate in the ‘No Signature Required’ program under which you are not the phone numbers, email addresses or fax numbers that you provide. If you provide a
required to request a signature from cardholders on the transaction record provided that: wireless phone number, you agree that you may be contacted at that number and the
• Your business is classified in an industry that accepts in-person charges, with the communications sent may include auto-dialed short message service (SMS or “text”)
exception of the following categories: messages or automated or pre-recorded calls. If you provide a fax number, you agree that
- Merchants who do not conduct in-person charges (that is, internet, mail order or you may be sent fax communications. American Express may otherwise use and share your
telephone order) information for business purposes and as permitted by applicable law. American Express
uses reasonable administrative, technical and physical security measures to protect your
- Prohibited merchants or prohibited transactions (or both) as defined in American
information consistent with the sensitivity of the information.
Express Card Organization Rules regarding “risk evaluation”
You may opt-out of newsletters or messages about products, services and resources for
- High-risk Merchants (for example, internet electronic services or nightclubs/lounges)
different forms of communications by contacting us, through inbound telephone, email,
as defined in American Express Card Organization Rules regarding “high-risk
facsimile, website and any other means identified by us or by exercising the opt-out options
merchants”
that may be described or offered in emails, SMS messages, faxes or other communications.
- Merchants placed in our Fraud Full Recourse Program. See American Express Card If you opt-out, you may still receive messages from American Express regarding services and
Organization Rules regarding “chargeback programs” programs designed to enhance the value of the American Express Network.
• In relation to the transaction: Protecting American Express Card Member Information
- The transaction amount must meet the threshold established in American Express’
These merchant data security requirements apply to all of your equipment, systems and
country-specific policy
networks on which encryption keys, cardholder data and/or sensitive authentication data
- The transaction must include the appropriate indicator to reflect that the card and the are stored, processed or transmitted.
Cardholder were present at the POS
Standards for protection of cardholder data and sensitive authentication
- The transaction must include a valid approval data
Under the American Express ‘No Signature Required’ program, chargebacks will not be You must and you must ensure that all of your employees, agents, representatives,
exercised for such charges based solely on your failure to obtain the cardholder’s signature subcontractors, processors, service providers, providers of POS equipment or systems or
at the POS. payment processing solutions and any other party to whom you may provide card member
If a disproportionate number of disputed charges under the ‘No Signature Required’ information access, will:
program occur, you must cooperate to reduce the number of disputed charges. If such • Store American Express cardholder data only to facilitate transactions for your acceptance
efforts fail, you may be placed in American Express chargeback programs or your of American Express cards
participation in the ‘No Signature Required’ program may be modified or terminated. • Comply with the current version of the PCI DSS, no later than the effective date for
Travelers cheques implementing that version
Travelers cheques are available in various denominations and currencies. The • Use, when deploying new or replacement PIN-entry devices or payment applications (or
denominations in U.S. dollars range from $20 to $1,000. both), only those that are PCI-approved
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You must protect all charge records and credit records retained in accordance with these American Express may require certain Level 3 merchants to enroll in American Express’
data security provisions. You must use these records only for purposes of your acceptance compliance program. Such merchants must enroll no later than ninety (90) days following
of American Express cards and you must safeguard the records accordingly. receipt of such notice from us. All other Level 3 merchants need not submit validation
documentation, but must comply with all other provisions of these data security provisions.
Data incidents
The validation documentation which you must send to us is as follows:
If you discover a data incident, you must:
Annual onsite security Annual self-assessment Quarterly network scans
• Notify us immediately and in no case later than twenty-four (24) hours after such assessment questionaire
discovery This is a detailed onsite This is a process using the The quarterly network scan is
• Conduct a thorough forensic investigation of each data incident; this must be conducted examination of your PCI DSS self-assessment a process that remotely tests
by a PCI forensic investigator (PFI) if the data incident involves 10,000 or more unique equipment, systems, and questionnaire (SAQ) that your internet-connected
card numbers (or otherwise at our request) networks (and their allows self-examination of computer networks and web
components) where your equipment, systems, and servers for potential
• Promptly provide to us all compromised card numbers and the forensic investigation cardholder data or sensitive networks (and their weaknesses and
report of the data incident authentication data (or both) components) where vulnerabilities.
• Work with us to rectify any issues arising from the data incident, including consulting are stored, processed, or cardholder data or sensitive YOU MUST:
with us about your communications to card members affected by the data incident and transmitted. authentication data (or both)
are stored, processed, or -ensure that the quarterly
providing (and obtaining any waivers necessary to provide) to us all relevant information YOU MUST: network scan is performed by
transmitted.
to verify your ability to prevent future data incidents -ensure that the annual onsite an approved scanning vendor
security assessment is YOU MUST: (ASV);
• At our request, provide validation by a qualified security assessor (QSA) that the
performed by (i) a QSA, or -ensure that the SAQ is -complete and submit the
deficiencies have been remediated
(ii) you and certified by your performed by you and ASV scan report attestation of
Forensic investigation reports must: chief executive officer, chief certified by your chief scan compliance (AOSC) or
• Include forensic reviews, reports on compliance and all other information related to the financial officer, chief executive officer, chief executive summary of
information security officer or financial officer, chief findings of the scan (and
data incident
principal; information security officer or copies of the full scan, on
• Identify the cause of the data incident principal;
-submit the AOC section of request) quarterly to us;
• Confirm whether or not you were in compliance with the PCI DSS at the time of the data the SAQ annually to us, and -submit the AOC section of -ensure that the AOSC or
incident include copies of the full SAQ the SAQ annually to us, and executive summary certifies
• Verify your ability to prevent future data incidents by providing a plan for remediating all upon request; and include copies of the full SAQ that (i) the results satisfy the
-ensure that the AOC certifies upon request; and PCI DSS scanning procedures,
PCI DSS deficiencies
compliance with all -ensure that the AOC of the (ii) no high risk issues are
American Express has the right to disclose information about any data incident to card
requirements of the PCI DSS. SAQ certifies compliance with identified, and (iii) the scan is
members, issuers, other participants on the American Express network and the general all requirements of the PCI passing or compliant.
public as required by applicable law, by judicial, administrative or regulatory order, decree, DSS.
subpoena, request or other process; in order to mitigate the risk of fraud or other harm; or Step 3 - Send the validation documentation to participant
otherwise to the extent appropriate to operate the American Express network. Compliance and validation are completed at your expense. By submitting validation
Periodic validation of your systems documentation to us, you represent and warrant to us that you are authorized to disclose
the information contained in it and are providing the validation documentation without
You must take steps to validate under PCI DSS annually and quarterly the status of your
violating any other party’s rights.
equipment, systems and networks (and their components) on which cardholder data and
Merchants not compliant with PCI DSS
sensitive authentication data are stored, processed or transmitted.
If you are not compliant with the PCI DSS, then you must:
Step 1 - Enroll in a Compliance Program • Complete and submit an AOC including “Part 4. Action Plan for Non-Compliant Status”
You must submit applicable periodic validation documentation to us. Please contact us for to us
more information regarding data security compliance requirements. • Designate a remediation date, not to exceed twelve (12) months following the date of the
AOC, for achieving compliance
Step 2 - Determine Merchant Level and Validation Requirements
• Provide us with periodic updates of your progress toward remediation under the “Action
Most merchant levels are based on the volume of transactions submitted by establishments. Plan for Non-Compliant Status”
You will fall into one of the merchant levels specified in the following table: Non-validation fees and termination of right to accept cards
We have the right to impose non-validation fees on you and terminate your right to accept
Merchant Level Definition Validation documentation Requirement cards if you do not fulfill these requirements or fails to provide the mandatory validation
documentation to us by the applicable deadline.
We will notify you separately of the applicable deadline for each annual and quarterly
1 2.5 million transactions or more Annual on-site security Mandatory
reporting period. If we do not receive your mandatory validation documentation, then we
per year; or any merchant that assessment report and have the right to terminate your right to accept cards and to impose non-validation fees on
American Express otherwise quarterly network scan you.
Periodic validation of level EMV® merchants
deems a Level 1 merchant
Your merchant level may be classified as EMV if you submit 50,000 (or more) American
Express card transactions per year, of which at least 75 percent (75%) are made by the card
2 50,000 to 2.5 million Annual self-assessment Mandatory member with the physical card present at a POS system compliant with EMV specifications
and capable of processing contact and contactless transactions on a chip-enabled device.
transactions per year questionnaire (SAQ) and
If you are classified as merchant-level EMV, you may submit the annual EMV attestation
quarterly network scan (AEA) instead of other validation documentation, in which case you must submit the AEA
annually to us. Even if you fall into merchant Level 1 or 2, if you are classified as merchant-
level EMV, you only need to submit the AEA and not the other merchant Level 1 and 2
3 Less than 50,000 transactions Annual SAQ and Strongly validation documentation.
per year quarterly network scan recommended The AEA involves a process using PCI DSS requirements that allows self-examination of
your equipment, systems and networks (and their components) where cardholder data or
sensitive authentication data (or both) are stored, processed or transmitted.
3* Less than 50,000 transactions Annual SAQ and Mandatory The AEA must:
per year and designated a quarterly network scan • Be performed by you
Level 3 merchant by • Be certified by your chief executive officer, chief financial officer, chief information
security officer, or principal
American Express
• Certify that you meet the requirements for merchant-level EMV
* As designated by American Express.
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 APPENDIX 3 APPENDIX 4
SPECIAL PROVISIONS FOR DISCOVER NETWORK SPECIAL PROVISIONS FOR PAYPAL

Discover network protocol for internet transactions PayPal does not permit the following transaction types:
Each internet Discover Network card transaction accepted by you and submitted to us must PayPal does not permit internet (eCommerce), mail order, manually key-entered, cash type
comply with Discover Network standards, including, without limitation, Discover Network transactions (including, cash over, cash advance or quasi-cash transactions) or
standards governing the formatting, transmission and encryption of data, referred to as the international/non-U.S. currency transactions. Contact us for further information related to
“designated protocol”. these transaction types.
You are permitted to accept only those internet Discover Network card transactions that are Authorizations
encrypted in accordance with the designated protocol. As of the date of these procedures, PayPal procedure for request for cancellation of authorization
the designated protocol for the encryption of data is Secure Socket Layer (SSL). If a PayPal card sale is canceled or the amount of the transaction changes following your
We may, at our discretion, withhold Settlement until security standards can be verified. receipt of authorization for the sale, you must process an authorization reversal through
However, the designated protocol, including any specifications with respect to data your POS device.
encryption, may change at any time upon thirty (30) days advance written notice. You are PayPal Sublicense to Use PayPal Marks.
not permitted to accept any internet Discover Network card transaction unless the
transaction is sent by means of a browser that supports the designated protocol. You are prohibited from using the PayPal Marks, as defined below, other than as expressly
authorized in writing by us. “PayPal Marks” means the brands, emblems, trademarks and
Authorizations logos that identify PayPal acceptance. You may use the PayPal Marks only to promote
CNP Transactions PayPal products, offers, services, processing and acceptance. Your use of the PayPal Marks
For Discover Network CNP transactions, you must also verify the name and billing address is restricted to the display of decals, signage, advertising and marketing materials provided
of the Discover Network cardholder using the Address Verification System (AVS). or approved by PayPal in writing pursuant to the process set forth in the PayPal Card
Discover Network procedure for request for cancellation of authorization Organization Rules. You are not permitted to use the PayPal Marks in such a way that PayPal
Account Holders could believe that the products or services offered by you are sponsored
If a Discover Network or PayPal card sale is canceled or the amount of the transaction
or guaranteed by the owners of the PayPal Marks. You recognize that you have no
changes following your receipt of authorization for the sale, you must process an
ownership rights in the PayPal Marks. You are not permitted to assign to any third party any
authorization reversal through your POS device or, for voice-approved authorizations, call
of the rights to use the PayPal Marks. You are prohibited from using the PayPal Marks, not
your Authorization Center directly and request a cancellation of the authorization. An
permitted above, unless expressly authorized in writing by PayPal.
authorization may be canceled at any time within ten (10) days of your receipt of the
authorization, but must be canceled before the sales data relating to the transaction is APPENDIX 5
submitted to us, after which the authorization cannot be changed. For an authorization SPECIAL PROVISIONS FOR ALIPAY
cancellation, you must provide us with the following information, in this order:
• The Discover Network merchant number used in the authorization What is Alipay
• The card number Alipay is a payment processing platform offering a variety of services to Chinese National
consumers. Alipay offers consumers the ability to make payments using prepaid funds
• The original amount of the authorization being canceled stored in a digital wallet account established between Alipay and the Alipay consumer.
• The new amount of the total transaction (if any) State Restrictions
• The original authorization code for the authorization being canceled If you elect to accept Alipay services, Processor may provide them to you in the States where
• The expiration date of the card legally permitted.
• A brief reason for the authorization cancellation Alipay Funding Schedule
Discover Network cash over transactions Alipay transactions are settled and funded in China Standard Time. Alipay recognizes
Cash over transactions are only available for Discover Network. certain days as Chinese National holidays which can cause funding delays. The holidays can
be as long as five consecutive days. Authorizations are not impacted during these holidays.
You may issue cash over in connection with a Discover Network card sale, provided that
you comply with the terms on which you are authorized to accept cards, including the Refunds and Transaction Adjustments
following requirements: Alipay consumers have 90 days from the transaction date to request a refund. After 90 days,
• You must deliver to us a single authorization request for the aggregate total of the all refund requests will be declined. Merchants will receive notification and will have the
goods/services purchase amount and the cash over amount of the card sale. You may not authority to determine if they wish to process the refund or reject the request (in accordance
with your stated policy(ies) and any applicable laws).
submit separate authorization requests for the purchase amount and the cash over amount
• The sales draft must include both the purchase amount and cash over amount and you APPENDIX 6
may not use separate sales drafts for the purchase amount and cash over amount SPECIAL PROVISIONS FOR PAYAL AND VENMO QR CODES
• Cash over may only be offered with a CP card sale that includes a purchase of goods or PayPal and Venmo Marks
services by the cardholder. You must not issue cash over as a stand-alone transaction. If
you offer cash over, you may require the total amount of a card sale with a credit product, You must display PayPal branding at the point of sale in compliance with PayPal’s standard
trademark and brand guidelines (available at the following link:
including cash over, to meet a minimum transaction amount of up to $10. You must not
paypal.com/c2/webapps/mpp/logos-buttons?locale.x=en_C2) and must train your sales
assess or charge fees of any type or amount, including any surcharges, on cash over
staff to promote the use of PayPal and Venmo QR Codes.
transactions. You must not include in cash over transactions any of the fees or charges
applicable to cash advances Complaints
• Cash over may not be dispensed in connection with credits, cash advances or any card You will be responsible for the complaints by PayPal and Venmo QR Codes users solely
sale for which you are unable to electronically capture Track Data using the POS device regarding your goods and/or services. If we or PayPal become aware of complaints by a
PayPal and Venmo QR Codes user, you will work in good faith with the PayPal user to
• The maximum amount of cash that you may issue as cash over is $100 resolve such complaint.
Cash over may not be available in certain markets. Contact us for further Press releases
information.
You will not, with respect to the PayPal and Venmo QR Codes, issue any press release or
make a public announcement pertaining to PayPal or the PayPal and Venmo QR Codes
without the prior written consent of PayPal or us.

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 PA RT I I
B. CA R D G E N E R A L T E R M S 26. Fees; Adjustments; Collection of Amounts Due
In addition to the preceding Your Payments Acceptance Guide, our Agreement with you 26.1. In consideration of the Services provided by us, you shall be charged, and hereby
includes the following General Terms. If you fail to follow any of the provisions of the Your agree to pay us any and all fees set forth in this Agreement (for the purposes of clarity, this
Payments Acceptance Guide Procedures or General Terms, you may incur certain liabilities includes the Application and any additional pricing supplements or subsequent
and we may terminate our Agreement. communications), all of which shall be calculated and payable pursuant to the terms of
22. Services this Agreement and any additional pricing supplements or subsequent communications.
Subject to Card Organization Rules, Services may be performed by us, our Affiliates, our If a transaction fails to qualify for your anticipated interchange levels or you inadvertently
agents, or other third parties we may designate from time to time in connection with this or intentionally accept a transaction other than the type anticipated for your account
Agreement. (including a different Card type), then, as applicable to your pricing method, you will be
charged a higher interchange, Discount Rate or Non-Qualified Interchange Fee, as well any
23. Your Payments Acceptance Guide; applicable surcharge for that transaction, all as further described in Section A.3 of Part IV
Card Organization Rules and Compliance of this Agreement and in the Application. With respect to inadvertent or intentional
acceptance of a transaction other than the type anticipated for your account (including a
You agree to follow all requirements of this Agreement in connection with each Card
different Card type), you will also be subject to payment to us of our then-current
transaction and to comply with all applicable Card Organization Rules, including without
transaction fee(s) with respect to such Card and/or transaction and be liable, obligated and
limitation, the data security requirements described in Part I, Section 5. From time to time,
responsible under this Agreement for any such transaction to the same extent as you would
we may amend the General Terms, by providing you with at least 20 days’ prior written
notice, and those provisions will be deemed incorporated into this Agreement. However, for be if it was of a Card type elected and approved.
changes in the Card Organization Rules or for security reasons, certain changes in Card For more information on Visa’s and Mastercard’s interchange rates, please go to
procedures may become effective on shorter notice. If there are any inconsistencies between www.visa.com and www.mastercard.com.
the General Terms and Your Payments Acceptance Guide, the General Terms will govern. 26.2. All authorization fees will be charged for each transaction that you attempt to
You are responsible for staying apprised of all applicable changes to the Card Organization authorize. All capture fees will be charged for each transaction that you transmit to us for
Rules and maintaining compliance with the Card Organization Rules. Card Organization settlement. If you are being billed a combined fee for both the authorization and capture
Rules may be available on web sites such as of a transaction, the authorization and capture must be submitted as a single transaction,
http://usa.visa.com /merchants/merchant-support /international-operating-regulations.jsp otherwise the authorization and the capture will each be charged separately. You are
and http://www.mastercard.com/us/merchant/support/rules.html. responsible for utilizing software or services that will correctly submit these transactions
These links may change from time to time. to achieve the combined billing.
26.3. The fees for Services set forth in this Agreement are based upon assumptions
24. Settlement of Card Transactions
associated with the anticipated annual volume and average transaction size for all Services
24.1. We will only be required to settle Card transactions for Card types specified in your as set forth in this Agreement and your method of doing business. If the actual volume or
Application. Promptly after presentment of Sales Drafts pursuant to Your Payments average transaction size are not as expected or if you significantly alter your method of
Acceptance Guide, we will initiate a transfer of the applicable settlement funds to you. doing business, we may adjust your discount fee and transaction fees without prior notice.
24.2. Unless otherwise agreed to in writing to the contrary, all discount fees are deducted 26.4. The fees for Services set forth in this Agreement may be adjusted to reflect increases,
daily. All settlements for Visa, Mastercard, Discover Network, PayPal, and American Express or new fees imposed by Card Organizations, including without limitation, interchange,
Card transactions will be net of Credits, Summary Adjustments, applicable discount fees assessments and other Card Organization fees, or to pass through increases or new fees
when due, Chargebacks and any other amounts then due from you. We may also set off charged to us by other Persons related to the Services. All such adjustments shall be your
from any payments otherwise due, any amounts owed to any of our respective Affiliates, responsibility to pay and shall become effective upon the date any such change or addition
whether or not arising out of or related to this Agreement. is implemented by the applicable Card Organization or other Person as specified in our
24.3. All credits to your Settlement Account or other payments to you are provisional and notice to you.
are subject to, among other things, our right to deduct our fees, our final audit, Chargebacks 26.5. Subject to Section 31.3, we may also increase our fees or add new fees for Services
(including our related losses), and fees, fines and any other charge imposed on us by the for any reason at any time, by notifying you thirty (30) days’ prior to the effective date of
Card Organizations as a result of your acts or omissions. You agree that we may debit or any such change or addition.
credit your Settlement Account for any deficiencies, overages, fees, pending Chargebacks
26.6. If you receive settlement funds by wire transfer, we may charge a wire transfer fee
and any other amounts owed to us or any of our respective Affiliates, or we may deduct such
amounts from settlement funds or other amounts due to you from us, or our respective per wire.
Affiliates. You further agree we can offset any amounts owed to us or our Affiliates related 26.7. To the extent the Automated Clearing House (“ACH”) settlement process is used to
to activity in other accounts maintained in the name of or guaranteed by you, any of your effect debits or credits to your Settlement Account, you agree to be bound by the terms of
principals, guarantors or authorized signors. Alternatively, we may elect to invoice you for the operating rules of the National Automated Clearing House Association, as in effect from
any such amounts, net due 30 days after the invoice date or on such earlier date as may be time to time. You hereby authorize us to initiate credit and debit entries and adjustments
specified. to your account through the ACH network and /or through direct instructions to the
24.4. We will not be liable for any delays in receipt of funds or errors in debit and credit financial institution where your Settlement Account is maintained for amounts due under
entries caused by you or any Person. this Agreement and under any agreements with us or our respective Affiliates for any
products or services, as well as for any credit entries in error. You hereby authorize the
24.5. In addition to any other remedies available to us under this Agreement, you agree
financial institution where your Settlement Account is maintained to effect all such debits
that should any Event of Default (see Section 31.4) occur, we may, with or without notice,
and credits to your account. This authority will remain in full force and effect until we have
change processing or payment terms and/or suspend credits or other payments of any and
given written notice to the financial institution where your Settlement Account is
all funds, money and amounts now due or hereafter to become due to you pursuant to the
maintained that all monies due under this Agreement and under any other agreements with
terms of this Agreement, until we have had reasonable opportunity to investigate such
event. us or our respective Affiliates for any products or services have been paid in full. You are
solely responsible to inform us in writing if you want any fees or other adjustments to be
24.6. You acknowledge and agree that transfers to and from the Settlement Account shall
debited from an account other than your Settlement Account.
be based on the account number and routing number supplied by you. We are not
responsible for detecting errors in any Settlement Account information you provide, 26.8. You agree to pay any fines imposed on us by any Card Organization resulting from
including the account numbers and routing numbers, even if any of those numbers do not Chargebacks and all fees, fines and other charges imposed on us by a Card Organization
correspond to the actual account or financial institution identified by name. with respect to your acts or omissions. You are also responsible for all fees, fines, and other
charges imposed on us as a result of acts or omissions by your agents or third parties.
24.7. This Agreement is a contract whereby we are extending financial accommodations
to you within the meaning of Section 365(c) of the U.S. bankruptcy code. Your right to 26.9. If your Chargeback percentage for any line of business exceeds the estimated
receive any amounts due or to become due from us is expressly subject and subordinate to industry Chargeback percentage, you shall, in addition to the Chargeback fees and any
Chargeback, setoff, lien, security interest and our rights to withhold settlement funds under applicable Chargeback handling fees or fines, pay us an excessive Chargeback fee for all
this Agreement, without regard to whether such Chargeback, setoff, lien, security interest Chargebacks occurring in such month in such line(s) of business. Each estimated industry
and the withholding of settlement funds rights are being applied to claims that are Chargeback percentage is subject to change from time to time by us in order to reflect
liquidated, unliquidated, fixed, contingent, matured or unmatured. changes in the industry Chargeback percentages reported by Visa, Mastercard, American
Express, Discover Network, or PayPal. Your Chargeback Percentage will be calculated as the
25. Exclusivity larger of (a) the total Visa, Mastercard, American Express, Discover Network, or PayPal.
During the term of this Agreement, you shall use us as your exclusive provider of all Services. Chargeback items in any line of business in any calendar month divided by the number of
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Visa, Mastercard, American Express, Discover Network, and PayPal transactions in that 28. Representations; Warranties; Covenants; Limitations
line of business submitted that month, or (b) the total dollar amount of Visa, Mastercard, on Liability; Exclusion of Consequential Damages
American Express, Discover Network, and PayPal Chargebacks in any line of business
received in any calendar month divided by the total dollar amount of your Visa, Mastercard, 28.1. Without limiting any other warranties hereunder, you represent, warrant to and
American Express, Discover Network, or PayPal transactions in that line of business covenant with, us, and with the submission of each Sales Draft reaffirm, the following
submitted in that month. representations, warranties and/or covenants:
26.10. In the event the State of Washington charges us business and occupation tax on the 28.1.1. each Card transaction is genuine and arises from a bona fide transaction
permissible under the Card Organization Rules by the Cardholder directly with you,
fees or amounts imposed by Card Organizations, interchange, and any other fees or
represents a valid obligation for the amount shown on the Sales Draft, preauthorized order,
assessments passed through to us associated with or charged to your transactions (Pass-
or Credit Draft, and does not involve the use of a Card for any other purpose;
Through Fees), you will pay us an additional monthly fee equal to the then-current rate of
28.1.2. each Card transaction represents an obligation of the related Cardholder for the
that tax multiplied by all Pass-Through Fees for all of your locations in Washington State
amount of the Card transaction;
for that month.
28.1.3. the amount charged for each Card transaction is not subject to any dispute, setoff
26.11. You agree to promptly and carefully review your merchants statements or other or counterclaim;
documents provided or made available to you (physically, electronically or otherwise
28.1.4. each Card transaction amount is only for respective merchandise or services
provided by Us or others) reflecting Card transaction activity, including, activity in your (including taxes, but without any surcharge) sold, leased or rented by you pursuant to your
Settlement Account. If you believe any adjustments should be made with respect to your business as indicated on the application and, except for any delayed delivery or advance
Settlement Account, you must notify us in writing within sixty (60) days after any debit or deposit Card transactions expressly authorized by this Agreement, that merchandise or
credit is or should have been effected or such shorter period as provided in the terms and service was actually delivered to or performed for the Cardholder entering into that Card
conditions that govern such account. If you notify us after sixty (60) days, we shall have transaction simultaneously upon your accepting and submitting that Card transaction for
no obligation to investigate or effect any adjustments. Any voluntary efforts by us to assist processing;
you in investigating such matters shall not create any obligation to continue such 28.1.5. with respect to each Card transaction, you have no knowledge or notice of any fact,
investigation or any future investigation. circumstance or defense which would indicate that such Card transaction is fraudulent or
26.12. If you do not pay us all fees and any other amounts due under this Agreement not authorized by the related Cardholder or which would otherwise impair the validity or
collectability of that Cardholder’s obligation arising from that Card transaction or relieve
within thirty (30) days of the date of our merchant statement or other statement setting
that Cardholder from liability with respect thereto;
forth the amount due, then we may, in our sole discretion, charge you interest, for such time
that the amount and all accrued interest remain outstanding at the lesser of (i) 12% APR, 28.1.6. each Card transaction is made in accordance with these General Terms, Card
Organization Rules and Your Payments Acceptance Guide;
or (ii) the maximum rate permitted by applicable law.
28.1.7. each Sales Draft is free of any alternation not authorized by the related Cardholder;
26.13. Other Debits. We may also debit your Settlement Account or your settlement funds
28.1.8. you have completed one Card transaction per sale; or one Card transaction per
in the event we are required to pay Card Organization fees, charges, fines, penalties or other
shipment of goods for which the Cardholder has agreed to partial shipments;
assessments as a consequence of your sales activities. Such debits shall not be subject to any
limitations of time specified elsewhere in the Agreement, including, without limitation the 28.1.9. you are validly existing, in good standing and free to enter into this Agreement;
following, which we may add to or delete from this list as changes occur in the Card 28.1.10. each statement made on the Application or other information provided to us in
Organization Rules or our Your Payments Acceptance Guide pursuant to Section 23: support of this Agreement is true and correct;
28.1.11. you are not doing business under a name or style not previously disclosed to us;
• Card Organization fees, charges, fines, penalties, registration fees, or other assessments
including any fees levied against us or any amount for which you are obligated to 28.1.12. you have not changed the nature of your business, Card acceptance practices,
delivery methods, return policies, or types of products or services sold requiring a different
indemnify us.
MCC under Card Organization Rules, in a way not previously disclosed to us;
• Currency conversion was incorrectly calculated.
28.1.13. you will use the Services only for your own proper business purposes and will
NOTE: For Discover Network transactions, you are not permitted to convert from your not resell, directly or indirectly, any part of the Services to any Person; (NOTE: Factoring
local Discover Network approved currency into another currency, nor may you quote the is prohibited.)
price of a transaction in U.S. Dollars if completed in another approved currency. 28.1.14. you have not filed a bankruptcy petition not previously disclosed to us;
• Discount Rate not previously charged. 28.1.15. you own and control the Settlement Account, and no third party security interest
• Reversal of deposit posted to your account in error. or lien of any type exists regarding the Settlement Account or any Card transaction.
• Debit for Summary Adjustment not previously posted. 28.1.16. you will not at any time during the term of this Agreement, or until all amounts
due under this Agreement have been paid in full, grant or pledge any security interest or
• Reversal of Credit for deposit previously posted. lien in the Reserve Account, Settlement Account or transaction proceeds to any Person
• Debit for Chargeback never posted to your account. without our consent;
• Debit for EDC Batch error fee. 28.2. THIS AGREEMENT IS A SERVICE AGREEMENT. WE DISCLAIM ALL REPRE-
• Card Organization Merchant Chargeback/fraud monitoring fees – excessive Chargeback SENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU OR ANY OTHER
handling fees. PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUAL-
ITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-
• Failure of transaction to meet Member Controller Authorization Service (“MCAS”) – INFRINGEMENT OR OTHERWISE OF ANY SERVICES OR ANY GOODS PROVIDED
Cardholder account number on exception file. INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING
• Original transaction currency (foreign) not provided. WITHOUT LIMITATION, ANY SERVICES OR ANY GOODS PROVIDED BY A THIRD PARTY.
• Travel Voucher exceeds maximum value. 28.3. IN NO EVENT SHALL WE OR OUR AFFILIATES OR ANY OF OUR OR THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS,
• Debit and/or fee for investigation and/or Chargeback costs related to this Agreement, or
BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR
for costs related to our collection activities in an amount no less than $100.00.
OTHER LEGAL THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS
• Costs arising from replacement or damage to equipment rented. OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR
• Payment of current or past due amounts for any equipment purchase, rental or lease. CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY
AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE
• Incorrect merchant descriptor (name and/or city, state) submitted.
FORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF
• Incorrect transaction date submitted. THE POSSIBILITY OF SUCH DAMAGES. CLIENT ACKNOWLEDGES AND AGREES
• Shipping and handling fees. THAT PAYMENT OF ANY EARLY TERMINATION FEE OR LIQUIDATED DAMAGES AS
• Costs or expenses associated with responding to any subpoena, garnishment, levy or PROVIDED ELSEWHERE IN THIS AGREEMENT SHALL NOT BE PROHIBITED BY THIS
PARAGRAPH.
other legal process associated with your account in an amount no less than $150.00.
28.4. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY
27. Chargebacks (INCLUDING BUT NOT LIMITED TO SECTIONS 27.5 and 34), OUR CUMULATIVE
27.1. You shall be responsible for reimbursing us for all transactions you submit that are LIABILITY FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES OR
charged back. See Your Payments Acceptance Guide for additional information regarding DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO,
THOSE ARISING OUT OF OR RELATED TO THIS AGREEMENT), REGARDLESS OF
Chargebacks and Chargeback procedures.
THE FORM OF ACTION OR LEGAL THEORY, SHALL NOT EXCEED, (I) $50,000; OR (II)
27.2. You shall reimburse us for any Chargebacks, return items, or other losses resulting THE AMOUNT OF FEES RECEIVED BY US PURSUANT TO THIS AGREEMENT FOR
from your failure to produce a Card transaction record requested by us within the applicable SERVICES PERFORMED IN THE IMMEDIATELY PRECEDING 12 MONTHS,
time limits. WHICHEVER IS LESS.
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28.5. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, additional products and services to you, other merchants, or third parties. This includes
OUR LIABILITY FOR ANY DELAY IN FUNDING TRANSACTIONS TO YOU FOR ANY collecting, using, and de-identifying cardholder information, dates, amounts, and other
REASON, OTHER THAN FOR ANY REASON DESCRIBED IN SECTIONS 24.4 AND 24.6, Transaction Data to provide you with analytic products and services as well as collecting
WILL BE LIMITED TO INTEREST COMPUTED FROM THE DATE THAT YOU SUBMIT and using Transaction Data anonymized and aggregated with other merchants’ transaction
THE TRANSACTION TO THE DATE THAT WE FUND THE TRANSACTION AT THE data to provide you, other merchants, and third parties with analytic products and services.
RATE OF THE FEDERAL FUNDS AS SET BY THE FEDERAL RESERVE BANK OF NEW 29.5. You shall not assign to any Person, the rights to use the Marks of Servicers, our
YORK, NEW YORK, FROM TIME TO TIME, LESS ONE PERCENT (1%). agents or the Card Organizations.
28.6. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, 29.6. All rights, title, and interest in and to all intellectual property related to the Services
BANK IS NOT RESPONSIBLE, AND SHALL HAVE NO LIABILITY, TO YOU IN ANY WAY (including without limitation, the content of any materials, web screens, layouts, processing
WITH RESPECT TO NON-BANK SERVICES. techniques, procedures, algorithms, and methods), owned, developed or licensed by us
29. Confidentiality prior to, during the term of, or after the Agreement, or employed by us in connection with
the Services and any updates, changes, alterations, or modifications to or derivative works
29.1. Unless you obtain written consents from us and each applicable Card Organization,
from such intellectual property, shall be and remain, as among the Parties, our exclusive
Issuer and Cardholder, you must not use, disclose, store, sell or disseminate any Cardholder
property.
information obtained in connection with a Card transaction (including the names,
addresses and Card account numbers of Cardholders) except for purposes of authorizing, 29.7. Client agrees that we may obtain relevant information from any applicable
completing and settling Card transactions and resolving any Chargebacks, Retrieval telecommunications provider utilized by Client, as necessary to investigate any allegation
Requests or similar issues involving Card transactions, other than pursuant to a court or of fraud, suspected fraud or other actual or alleged wrongful act by Client in connection
governmental agency request, subpoena or order. You shall use proper controls for and with the Services.
limit access to, and render unreadable prior to discarding, all records containing Cardholder 30. Assignments
account numbers and Card imprints. You may not retain or store Magnetic Stripe data or
Card Validation Codes after a transaction has been authorized. If you store any 30.1. Any transfer or assignment of this Agreement by you, without our prior written
electronically captured signature of a Cardholder, you may not reproduce such signature consent, by operation of law or otherwise, is voidable by us. Any transfer of voting control
except upon our specific request. of 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,
29.2. You acknowledge that you will not obtain ownership rights in any information
expenses, costs, fees and fines arising from such transferee’s or assignee’s Submission of
relating to and derived from Card transactions. Cardholder account numbers, personal
Card transactions to us for processing. For purposes of this Section 30, any transfer of
information and other Card transaction information, including any databases containing
voting control shall be considered an assignment or transfer of this Agreement.
such information, may not be sold or disclosed to a Person as an asset upon a bankruptcy,
insolvency or failure of Client’s business. Upon a bankruptcy, insolvency or failure of Client’s 30.2. The payment Services provided by us require access to a single bank account in
business, all Card transaction information must be returned to Servicers or acceptable proof which we may initiate both credits and debits. You may not enter into any agreement that
of the destruction of all Card transaction information must be provided to Servicers. would require, in any circumstance or event, the transfer of any payments or proceeds from
Card transactions covered by this Agreement to the custody or control of any Person. You
29.3. You will treat this Agreement, the Card Organization Rules and any information
may not assign any rights, including the right of payment under this Agreement, to any
supplied or otherwise made accessible by us or our agents as confidential, including without
limitation, (i) information about the products, services, operations, procedures, customers, other person. In the event that you make an assignment (or provide a security interest) of
suppliers, sales, pricing, business plans and marketing strategies of Servicers, their receivables covered by this Agreement, then we may, at our option, elect to (a) refuse to
respective Affiliates and the customers, clients and suppliers of any of them; (ii) any acknowledge such assignment unless accompanied by an Authorization to both initiate
scientific or technical information, design, process, procedure, formula, or improvement debits or credits to the bank account of the assignee, (b) terminate this Agreement
that is commercially valuable and secret in the sense that its confidentiality affords Servicers immediately, or (c) charge for any transfers that we are called upon to make manually to
a competitive advantage over its competitors; and (iii) all confidential or proprietary fulfill such an assignment at the rate of $100 per transfer.
concepts, documentation, reports, data, specifications, computer software, source code, 30.3. Another Visa and Mastercard member may be substituted for Bank under whose
object code, flow charts, databases, inventions, know-how, show-how and trade secrets, sponsorship this Agreement is performed with respect to Visa and Mastercard transactions.
whether or not patentable or copyrightable and will not disclose the same to any third Upon substitution, such other Visa and Mastercard member shall be responsible for all
parties, provided, however, that these restrictions do not apply to information: (a) rightfully obligations required of Bank for Visa and Mastercard transactions, including without
obtained on a non-confidential basis from a Person and your agents and representatives, limitation, full responsibility for its Card program and such other obligations as may be
which Person was not subject to a duty of confidentiality, (b) rightfully and independently expressly required by applicable Card Organization Rules.
known by you on a non-confidential basis prior to its disclosure or (c) generally available Subject to Card Organization Rules, we may assign or transfer this Agreement and our
to the public other than through any disclosure by or fault of you, your agents or rights, duties and obligations hereunder and /or may delegate or subcontract our rights,
representatives. duties and obligations hereunder, in whole or in part, to any Person, whether in connection
29.3.1. Our confidential information shall be used by you only to exercise your rights and with a change in sponsorship, as set forth in the preceding paragraph, or otherwise, without
to perform your obligations hereunder. Client shall receive our confidential information in notice to you or your consent.
confidence and not disclose the confidential information to any third party, except as may 30.4. Except as set forth elsewhere in this Section and as provided in the following
be agreed upon in writing by us. Client shall safeguard all of our confidential information sentence, this Agreement shall be binding upon successors and assigns and shall inure to
using a reasonable degree of care, but not less than that degree of care used by it in the benefit of the parties and their respective permitted successors and assigns. No assignee
safeguarding its own similar information or material. Upon request by us or upon for the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession,
termination of this Agreement, Client shall return to us or destroy all of our confidential or other person charged with taking custody of a party’s assets or business, shall have any
information in its possession or control. right to continue, assume or assign this Agreement.
29.3.2. The obligations of confidentiality and restrictions on use in this Section shall not 31. Term; Events of Default
apply to any confidential information that: (i) was in the public domain prior to the date
31.1. This Agreement shall become effective upon the later of the date this Agreement is
of the Agreement or subsequently came into the public domain through no fault of Client;
approved by us or the date this Agreement has been accepted by Processor and Bank.
(ii) was received from a third party free of any obligation of confidence of Client to the
Acceptance by Processor and Bank will occur upon the earlier of execution of this
third party and which third party, to Client’s knowledge, was not under an obligation to Agreement by Processor and Bank, or the commencement of the provision of the Services
keep the information confidential; (iii) was already in Client’s possession prior to receipt by Processor and Bank. You acknowledge that we maintain a list of business types that are
from us; (iv) is required to be disclosed by law, regulation or court order after giving us as unqualified for our Services. We reserve the right to immediately terminate your account
much advance notice as practical of the possibility of disclosure; or (v) is subsequently and if it has been inadvertently boarded.
independently developed by Client’s employees, consultants or agents without use of or
31.2. The initial term of this Agreement shall commence and shall continue in force for
reference to our confidential information.
three years after it becomes effective. Thereafter, it shall continue until we or you terminate
29.3.3. Except as specifically provided for herein, this Section does not confer any right, this Agreement upon written notice to the other, or as otherwise authorized by this
license, interest or title in, to or under our confidential information to Client. Except as Agreement. Should you fail to notify us in writing of your request to terminate you
specifically provided for herein, no license is hereby granted to Client under any patent, acknowledge and agree you will continue to be charged fees pursuant to this Agreement
trademark, copyright, trade secret or other proprietary rights of ours. notwithstanding non- use of your account.
29.3.4. Client acknowledges that breach of the restrictions on use or disclosure of any 31.3. Notwithstanding the above or any other provisions of this Agreement, we may
our confidential information would result in immediate and irreparable harm to us, and terminate this Agreement at any time and for any reason by providing 30 days’ advance
money damages would be inadequate to compensate for that harm. We shall be entitled to notice to you. We may terminate this Agreement immediately or with shorter notice upon
equitable relief, in addition to all other available remedies, to redress any breach. an Event of Default as provided under Section 31.4 of this Agreement. In the event we
29.4. We may use data collected as part of performing payment processing or other provide notice to you of any new fees or increases in existing fees for Services, pursuant to
transaction-related services for you (“Transaction Data”) for the purpose of providing Section 26.5, you may terminate this Agreement without further cause or penalty by
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notifying us that you are terminating this Agreement prior to the effective date of such new 31.9. After termination of this Agreement for any reason whatsoever, you shall continue
fees or increases. However, maintaining your merchant account, or your continued use of to bear total responsibility for all Chargebacks, fees, Card Organization fines imposed on
the Services after the effective date of any such fee changes shall be deemed your acceptance us as a result of your acts or omissions, Credits and adjustments resulting from Card
of such fee changes for the Services, throughout the term of this Agreement. transactions processed pursuant to this Agreement and all other amounts then due or which
31.4. If any of the following events shall occur (each an “Event of Default”): thereafter may become due under this Agreement.
31.4.1. a material adverse change in your business, financial condition, or business 32. Reserve Account; Security Interest
prospects; or 32.1. You expressly authorize us to establish a Reserve Account pursuant to the terms and
31.4.2. any assignment or transfer of voting control of you or your parent; or conditions set forth in this Section 32. The amount of such Reserve Account shall be set by
31.4.3. a sale of all or a substantial portion of your assets; or us, in our sole discretion, based upon your processing history and the potential risk of loss
31.4.4. irregular Card sales by you, excessive Chargebacks, noncompliance with any to us as we may determine from time to time.
applicable data security standards, as determined by Servicers, or any Card Organization, 32.2. The Reserve Account shall be fully funded upon three (3) days’ notice to you, or in
or any other Person, or an actual or suspected data security breach, or any other instances of fraud or suspected fraud or an Event of Default, Reserve Account funding may
circumstances which, in our sole discretion, may increase our exposure for your be immediate. Such Reserve Account may be funded by all or any combination of the
Chargebacks or otherwise present a financial or security risk to us; or following: (i) one or more debits to your Settlement Account or any other accounts held
31.4.5. any of your representations, warranties or covenants in this Agreement are by Bank or any of its Affiliates, at any financial institution maintained in the name of Client,
breached in any respect; or any of its principals, or any of its guarantors, or if any of same are authorized signers on
such account; (ii) any payments otherwise due to you, including any amount due from
31.4.6. you default in any material respect in the performance or observance of any term,
TeleCheck; (iii) your delivery to us of a letter of credit; or (iv) if we so agree, your pledge
condition or agreement contained in this Agreement, including, without limitation, the
to us of a freely transferable and negotiable certificate of deposit. Any such letter of credit
establishment or maintenance of funds in a Reserve Account, as detailed in Section 32; or
or certificate of deposit shall be issued or established by a financial institution acceptable
31.4.7. you default in any material respect in the performance or observance of any term, to us and shall be in a form satisfactory to us. In the event of termination of this Agreement
covenant or condition contained in any agreement with any of our respective Affiliates; or by any party, an immediate Reserve Account may be established without notice in the
31.4.8. you default in the payment when due, of any material indebtedness for borrowed manner provided above. Any Reserve Account will be held by us for the greater of ten (10)
money; or months after termination of this Agreement or for such longer period of time as is consistent
31.4.9. you file a petition or have a petition filed by another party under the U.S. with our liability for your Card transactions and Chargebacks in accordance with Card
bankruptcy code or any other laws relating to bankruptcy, insolvency or similar Organization Rules. We will hold funds pursuant to this Section 32 in master account(s)
arrangement for adjustment of debts; consent to or fail to contest in a timely and with your funds allocated to separate sub accounts. Unless specifically required by law, you
appropriate manner any petition filed against you in an involuntary case under such laws; shall not be entitled to interest on any funds held by us in a Reserve Account.
apply for or consent to, or fail to contest in a timely and appropriate manner, the 32.3. If your funds in the Reserve Account are not sufficient to cover the Chargebacks,
appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator adjustments, fees and other charges and amounts due from you, or if the funds in the
of you or of a substantial part of your property; or make a general assignment for the benefit Reserve Account have been released, you agree to promptly pay us such sums upon request.
of creditors; or take any action for the purpose of authorizing any of the foregoing; or 32.4. To secure your obligations to us and our respective Affiliates under this Agreement
31.4.10. your independent certified accountants shall refuse to deliver an unqualified and any other agreement for the provision of equipment, products or services (including
opinion with respect to your annual financial statements and your consolidated any obligations for which payments on account of such obligations are subsequently
subsidiaries; or invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to
31.4.11. a violation by you of any applicable law or Card Organization Rule or our a trustee, receiver or any other party under any bankruptcy act, state or federal law, common
reasonable belief that termination of this Agreement or suspension of Services is necessary law or equitable cause), you grant to us a first priority lien and security interest in and to
to comply with any law including without limitation the rules and regulations promulgated (i) the Reserve Account and (ii) any of your funds pertaining to the Card transactions
by the Office of Foreign Assets Control of the U.S. Department of the Treasury or your contemplated by this Agreement now or hereafter in our possession, whether now or
breach, as determined by Servicers, of Section 44.2 (“Compliance with Laws”), then, upon hereafter due or to become due to you from us. Any such funds, money or amounts now
the occurrence of (1) an Event of Default specified in subsections 31.4.4, 31.4.9 or 31.4.11, or hereafter in our possession may be commingled with other funds of ours, or, in the case
we may consider this Agreement to be terminated immediately, without notice, and all of any funds held pursuant to the foregoing paragraphs, with any other funds of other
amounts payable hereunder shall be immediately due and payable in full without demand customers of ours. In addition to any rights now or hereafter granted under applicable law
or other notice of any kind, all of which are expressly waived by you, and (2) any other and not by way of limitation of any such rights, we are hereby authorized by you at any time
Event of Default, this Agreement may be terminated by us giving not less than 10 days’ and from time to time, without notice or demand to you or to any other Person (any such
notice to you, and upon such notice all amounts payable hereunder shall be due and payable notice and demand being hereby expressly waived), to set off, recoup and to appropriate and
on demand. to apply any and all such funds against and on account of your obligations to us and our
respective Affiliates under this Agreement and any other agreement with us our respective
31.5. Neither the expiration nor termination of this Agreement shall terminate the
Affiliates for any related equipment or related services (including any check services),
obligations and rights of the parties pursuant to provisions of this Agreement which by
whether such obligations are liquidated, unliquidated, fixed, contingent, matured or
their terms are intended to survive or be perpetual or irrevocable. Such provisions shall
unmatured. You agree to duly execute and deliver to us such instruments and documents
survive the expiration or termination of this Agreement. All obligations by you to pay or
as we may reasonably request to perfect and confirm the lien, security interest, right of set
reimburse us for any obligations associated with transactions you have submitted to us will
off, recoupment and subordination set forth in this Agreement.
survive termination of this Agreement until finally and irrevocably paid in full and settled.
32.5. For sake of clarification and notwithstanding anything in the Agreement to the
31.6. If any Event of Default occurs, regardless of whether such Event of Default has been
contrary, in the event Servicers deduct, holdback, suspend, off set or set off any settlement
cured, we may, in our sole discretion, exercise all of our rights and remedies under
monies or amounts otherwise due you pursuant to the terms of this Agreement (collectively
applicable law, and this Agreement including, without limitation, exercising our rights
“Set Off Funds”), you acknowledge that such Set Off Funds will be held in a commingled
under Section 32.
Reserve Account(s) of Servicers.
31.7. In the event you file for protection under the U.S. bankruptcy code or any other
32.6. If in replacement of or in addition to the first priority lien and security interest in the
laws relating to bankruptcy, insolvency, assignment for the benefit of creditors or similar
Reserve Account, you grant to Servicers a first priority lien and security interest in and to
laws, and you continue to use our Services, it is your responsibility to open new accounts
one or more certificates of deposit, the certificates of deposit shall be uncertificated and
to distinguish pre and post filing obligations. You acknowledge that as long as you utilize
shall be subject to an Acknowledgement of Pledge of Certificate of Deposit and Control
the accounts you established prior to such filing, we will not be able to systematically
Agreement (the “Certificate of Deposit Control Agreement”) by, between and among
segregate your post-filing transactions or prevent set-off of the pre-existing obligations. In Customers, Servicers and the financial institution that has established and issued the
that event, you will be responsible for submitting an accounting supporting any adjustments certificate of deposit. The form of the Certificate of Deposit Control Agreement and the
that you may claim. financial institution that will establish and issue the certificate of deposit shall be
31.8. The Card Organizations often maintain merchant lists such as the Member Alert To satisfactory and acceptable to Servicers.
Control High-risk Merchants (“MATCH”) who have had their merchant agreements or
Card Acceptance rights terminated for cause. If this Agreement is terminated for cause, you 33. Financial and Other Information
acknowledge that we may be required to report your business name and the names and 33.1. Upon request, you will provide us and our Affiliates, quarterly financial statements
other information regarding its principals to the Card Organizations for inclusion on such within 45 days after the end of each fiscal quarter and annual audited financial statements
list(s). You expressly agree and consent to such reporting if you are terminated as a result within 90 days after the end of each fiscal year. Such financial statements shall be prepared
of the occurrence of an Event of Default or for any reason specified as cause by Visa, in accordance with generally accepted accounting principles. You will also provide such
Mastercard, Discover Network, PayPal, or American Express. Furthermore, you agree to other financial statements and other information concerning your business and your
waive and hold us harmless from and against any and all claims which you may have as a compliance with the terms and provisions of this Agreement as we may reasonably request.
result of such reporting. You authorize us and our Affiliates to obtain from third parties financial and credit
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information relating to you in connection with our determination whether to accept this • You will not use PayPal Cardholder’s personal information for marketing and/or other
Agreement and our continuing evaluation of your financial and credit status. We may also purposes without explicit consent from the Cardholder.
access and use information which you have provided to Bank for any other reason. Upon 35.5. If you accept JCB, Diners Club International, UnionPay, BCcard, and
request, you shall provide, and /or cause to be provided, to us and our Affiliates, or our Dinacard, you agree to be bound by the Discover Network provisions of this Agreement.
representatives or regulators (as well as those of the Card Organizations) reasonable access You also acknowledge and agree that JCB, Diners Club International, UnionPay, BCcard, and
to your or your providers’ facilities and records for the purpose of performing any inspection Dinacard transactions will be processed under and subject to Discover Network Card
and/or copying of books and/or records deemed appropriate. In such event, you shall pay Organization Rules.
the costs incurred by us or our Affiliates for such inspection, including, but not limited to,
35.6. If you accept Voyager and/or WEX Cards, you agree to be bound by the
costs incurred for airfare and hotel accommodations.
WEX and /or Voyager rules. You also agree to be bound by all other provisions of this
33.2. You will provide us with written notice of any judgment, writ, warrant of attachment, Agreement which are applicable to WEX and/or Voyager.
execution or levy against any substantial part (25% or more in value) of your total assets
35.7. If you execute a separate WEX Merchant Agreement (WEX Non Full
not later than three (3) days after you become aware of same.
Service Program), you understand that we will provide such agreement to WEX, but that
34. Indemnification neither we nor WEX shall have any obligation whatsoever to you with respect to processing
34.1. You agree to indemnify and hold us and the Card Organizations harmless from and WEX Cards unless and until WEX executes your WEX Merchant Agreement. If WEX
against all losses, liabilities, damages and expenses: (a) resulting from the inaccuracy or executes your WEX Merchant Agreement and you accept WEX Cards, you understand that
untruthfulness of any representation or warranty, breach of any covenant or agreement or WEX transactions are processed, authorized and funded by WEX. You understand that
any misrepresentation by you under this Agreement; (b) arising out of your or your WEX is solely responsible for all agreements that govern WEX transactions and that we
employees’ or your agents’ negligence or willful misconduct, in connection with Card are not responsible and assume absolutely no liability with regard to any such agreements
transactions or otherwise arising from your provision of goods and services to Cardholders; or WEX transactions, including but not limited to the funding and settlement of WEX
(c) arising out of your use of the Services; or (d) arising out of any third party transactions. You understand that WEX will charge additional fees for the services that it
indemnifications we are obligated to make as a result of your actions (including provides.
indemnification of any Card Organization or Issuer). 35.8. In addition to the information stated in Part I, Appendix 1 of the
34.2. Subject to the limitations set forth in Section 28.4, we agree to indemnify and hold Your Payments Acceptance Guide regarding Voyager Cards, the following
you harmless from and against all losses, liabilities, damages and expenses resulting from terms apply
any breach of any warranty, covenant or agreement or any misrepresentation by us under • Under Section 28 (Representations; Warranties; Covenants; Limitations of Liability;
this Agreement or arising out of our or our employees’ gross negligence or willful Exclusion of Consequential Damages) of the General Terms, in no event shall our
misconduct in connection with this Agreement; provided that this indemnity obligation cumulative liability to you for losses, claims, suits, controversies, breaches or damages for
shall not apply to Bank with respect to Non-Bank Services. any cause whatsoever in connection with Voyager transactions exceed the lesser of
35. Special Provisions Regarding Non-Bank Cards $10,000.00 or the Voyager transaction fees paid by you to us for the two months prior to
the action giving arise to the claim.
35.1. Non-Bank Card transactions are provided to you by Processor and not by Bank and • Notwithstanding anything in this Agreement to the contrary, our obligation to provide
include transactions made using Discover Network, PayPal, or American Express Voyager services to you relating to any Fleet Card will terminate automatically without penalty to
and WEX Card types. The Services provided, transactions processed and other matters us or the related Card Organization upon the earlier of (i) the termination or expiration
contemplated under this Section 35 are subject to the rest of this Agreement, as applicable,
of our agreement with such Card Organization, (ii) at least twenty (20) days prior written
except to the extent the terms of this Section 35 directly conflict with another provision of
notice by us to you; (iii) your failure to comply with material terms relating to such Fleet
this Agreement, in which case the terms of this Section 35 will control; provided, however,
Card transactions, or (iv) written notice, if a Card Organization discontinues its Card
that (i) Bank is not a party to this Agreement insofar as it relates to Non-Bank Card services,
and Bank is not liable to you in any way with respect to such Services and (ii) you agree to 36. Special Provisions for Debit Card
pay Processor any per item processing, authorization and other fees described in the The special provisions outlined in this Section 36 apply only to those Debit Card
Application for any non-acquired transaction services you receive from Processor. For the transactions that are processed by a Cardholder entering a PIN unless the transaction is a
purposes of this section, the words “we,” “our” and “us” refer only to the Processor and not network supported PINless transaction. A PINless transaction is a Debit card transaction
to the Bank. You authorize us to share information from your Application with American that a merchant submits to us for settlement/funding transactions with neither a PIN nor
Express, Discover Network, PayPal, and any other Non-Bank Card Organization. Signature. The Services provided, transactions processed and other matters contemplated
35.2. If you accept American Express, you understand that if, based upon your under this Section 36 are subject to the rest of this Agreement, as applicable, except to the
anticipated Card transaction volume you do not qualify for our full service program but extent the terms of this Section 36 directly conflict with another provision of this
have otherwise been approved for accepting American Express transactions, your Agreement, in which case the terms of this Section 36 will control.
authorizations will be obtained from and funded by American Express. American Express 36.1. Debit Card Acceptance. Most, but not all, ATM Cards (Debit Cards) can be
will provide you with its own agreement that governs those transactions. You understand accepted at the point of sale at participating locations. Examine the back of the Debit Card
and agree that we are not responsible and assume absolutely no liability with regard to any to determine if the Card participates in a PIN Debit network that you are authorized to
such transactions, including but not limited to the funding and settlement of American accept. PIN Debit network Mark(s) are usually printed on the back of the Card. If the Debit
Express transactions, and that American Express will charge additional fees for the services Card is valid and issued by a financial institution Issuer participating in a PIN Debit
they provide. network, you must comply with the following general requirements for all participating
35.3. If you accept Discover but do not qualify for our Discover full service program, PIN Debit networks, in addition to the specific requirements of that PIN Debit network:
Discover will provide you with its own agreement that governs those transactions. You
• You must honor all valid Debit Cards when presented that bear authorized PIN Debit
understand and agree that we are not responsible and assume absolutely no liability with
network Marks.
regard to any such transactions, including but not limited to the authorization, funding, and
settlement of Discover transactions, and that Discover may charge additional fees for the • You must treat transactions by Cardholders from all Issuers in the same manner.
services they provide. • You may not establish a minimum or maximum transaction amount for Debit Card
35.4. If you accept PayPal Cards you understand that the following requirements acceptance.
apply to PayPal Card transactions in addition to the information required in this Agreement: • You may not require additional information, besides the PIN, for the completion of the
• Only in-store, Card present transactions are eligible for processing under this Agreement. transaction unless the circumstances appear suspicious. A signature is not required for
Card not present/online, cash over, cash advance, quasi cash transactions, international Debit Card transactions.
transactions or manually entered transactions are not eligible for processing. You must • You shall not disclose transaction related information to any party other than your agent,
contact us or PayPal for information related to services that are not covered in this a PIN Debit network, or Issuer and then only for the purpose of settlement or error
Agreement. resolution.
• You will provide us with information about the Card transactions you conduct; including, 36.2. Transaction Processing. The following general requirements apply to all Debit
data related to your Authorization requests, Card transactions, and transaction dispute Card transactions:
responses. • All Debit Card transactions must be authorized and processed electronically. There is no
• You will provide us with aggregate and individual information about the Card transactions Voice Authorization or Imprinter procedure for Debit Card transactions.
you accept; including, the number, type and kind of transactions you conduct, your • You may not complete a Debit Card transaction that has not been authorized. If you
disputes, your business operations, your merchant category code information, and any cannot obtain an Authorization at the time of sale, you should request another form of
other information you are required to provide under this Agreement. payment from the Cardholder or process the transaction as a Store and Forward or
• You will not use, store, retain or otherwise disclose any of PayPal’s confidential Resubmission, in which case you assume the risk that the transaction fails to authorize
information, Cardholder data, magnetic stripe track data, or PayPal Card transaction data or otherwise declines. The Cardholder should be instructed to contact the Issuer to find
(other than as necessary to complete a transaction). out why a transaction has been declined.
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• The Debit network used to process your debit transaction will depend upon, among other customers; (ii) the Quest Rules, as amended from time-to-time, issued by the National
things, our own business considerations, the availability of the Debit network at the time Automated Clearing House Association and as approved by the Financial Management
of the transaction and whether a particular Debit Card is enabled for a particular Debit Service of the U.S. Treasury Department, as necessary (and any rules that succeed or replace
network. The Debit network used to route your transaction may or may not be the lowest the Quest Rules); and (iii) other such laws, rules, regulations and procedures that are
cost network available. We may, in our sole discretion (i) use any Debit network available applicable to the acceptance of EBT Cards and the provision of EBT benefits by you under
to us for a given transaction (including any of our affiliated PIN Debit networks) and (ii) this Section 37, including without limitation, laws pertaining to delivery of services to EBT
add and/or remove Debit networks available to you based on a variety of factors including customers and EBT customer confidentiality, the federal Civil Rights Act of 1964,
availability, features, functionality and our own business considerations. Rehabilitation Act of 1973, Americans with Disabilities Act of 1990, Clean Air Act, Clean
• You must issue a receipt to the Cardholder upon successful completion of a transaction Water Act, Energy Policy and Conservation Act, Immigration Reform and Control Act of
and effect PAN Truncation on it. 1986, regulations issued by the Department of Agriculture pertaining to Food Stamp
• You may not manually enter the account number for PIN Debit transactions. Signature Program, and, any additional procedures specified by the state regarding lost EBT Cards,
Debit transaction may be key entered if you are unable to swipe the Card. The account forgotten PINs, discrepancies in benefits authorized and similar matters by providing EBT
number must be read electronically from the Magnetic Stripe /chip for transactions customers with information such as telephone numbers and addresses of the state or other
authenticated with a PIN. If the Magnetic Stripe/chip is unreadable, you must request appropriate agencies. The “Food Stamp Program” is the government benefits program
another form of payment from the Cardholder. Do obtain a signature if PIN authentication operated under the authority of the Food Stamp Act of 1964.
is not supported or available. If the Authorized Terminal fails to print EBT benefit issuance information as approved and
• Any applicable tax must be included in the total transaction amount for which validated as a legitimate transaction, you will comply with the procedures set forth in the
Authorization is requested. Tax may not be collected separately in cash. EBT Rules for authorization of EBT benefits in such instance. You are solely responsible for
• YOU ARE RESPONSIBLE FOR SECURING YOUR POS DEVICES AND your provision of EBT benefits other than in accordance with authorizations timely received
FOR IMPLEMENTING APPROPRIATE CONTROLS TO PREVENT from EBT service provider. You will not resubmit any EBT Card transaction except as
EMPLOYEES OR OTHERS FROM SUBMITTING CREDITS AND VOIDS specifically permitted by the EBT Rules and procedures applicable to such EBT Card
THAT DO NOT REFLECT BONA FIDE RETURNS OR transaction. You must provide a receipt for each EBT transaction to the applicable EBT
REIMBURSEMENTS OF PRIOR TRANSACTIONS. customer.
36.3. Cash Back From Purchase. You may offer cash back to your customers when You will not accept any EBT Card for any purpose other than providing EBT Benefits,
they make a PIN Debit Card purchase. You may set a minimum and maximum amount of including without limitation accepting an EBT Card as security for repayment of any EBT
cash back that you will allow. If you are not currently offering this service, your POS device customer obligation to you. In the event of any violation of this provision, you will be
may require additional programming to begin offering cash back as long as it is supported obligated to reimburse the state or us for any EBT benefits unlawfully received by either you
by the Debit Network. or an EBT customer to the extent permitted by law. Cash should never be dispensed for
FNS, SNAP and WIC Benefits.
36.4. Settlement. You must reconcile your accounts for each location daily and notify
us within 24 hours of any issues. 37.2. Manual EBT Vouchers. In accordance with the procedures set forth in this
Section 37 and the EBT Rules, you will manually accept EBT Cards during periods of time
36.5. Adjustments. An adjustment is a transaction that is initiated to correct a Debit
when your Authorized Terminal is not working or the EBT system in not available; you
Card transaction that has been processed in error. For signature debit transactions
will manually provide EBT benefits in the amount authorized through the applicable EBT
(including “no signature” signature debit transactions), both the Cardholder and the card
service provider to the EBT customers at no cost to the EBT customers upon presentation
issuing bank have the right to question or dispute a transaction. If these questions or
by an EBT customer of his/ her EBT Card. All manual voucher authorizations must be
disputes are not resolved, a chargeback may occur. You are responsible for all adjustment
cleared on your POS terminal for payment of voucher to be made to you. In addition to any
and Chargeback fees that may be charged by a Debit network. There are several
reasons for adjustments being initiated: procedures set forth in the EBT Rules, the following limitations will apply to manual
issuance of FS Benefits by merchant:
• The Cardholder was charged an incorrect amount, whether too little or too much.
i. An authorization number for the amount of the purchase must be received by you from
• The Cardholder was charged more than once for the same transaction. the applicable EBT service provider while the respective EBT customer is present and before
• A processing error may have occurred that caused the Cardholder to be charged even you provide such EBT customer with any FNS, SNAP and WIC Benefits, or Cash Benefits,
though the transaction did not complete normally at the point of sale. as applicable. You must not attempt to voice authorize a manual EBT transaction if the EBT
• A Cardholder is disputing the goods or services provided. customer is not present to sign the voucher. The EBT customer must sign the voucher. A
All parties involved in processing adjustments and Chargebacks are regulated by time copy of the voucher should be given to the EBT customer at the time of authorization and
frames that are specified in the operating rules of the applicable Debit network, The you should retain one copy for your records.
Electronic Funds Transfer Act, Regulation E, and other applicable law. ii. Specified EBT customer, clerk and sales information, including the telephone
37. Special Provisions Regarding EBT Transactions authorization number, must be entered properly and legibly on the manual sales draft.
iii. All manual voucher authorizations must be cleared on your Authorized Terminal before
If you elect to accept EBT Cards and engage in EBT transactions, the terms and conditions
payment of voucher will be made to you. Vouchers must be cleared within 10 Business
of this Section 37 shall apply.
Days after the date of applicable voice authorization. Vouchers cannot be cleared by any
EBT transactions are provided to you by Processor and not by Bank. The Services provided, manner except by your Authorized Terminal therefore you should never mail vouchers
transactions processed and other matters contemplated under this Section 37 are subject to requesting payment. If a voucher expires before it has been cleared by your Authorized
the rest of this Agreement, as applicable, except to the extent the terms of this Section 37 Terminal for payment, no further action can be taken to obtain payment for the voucher.
directly conflict with another section of this Agreement, in which case the terms of this
iv. In the event that, due to EBT host failure, EBT benefit availability for an EBT customer
Section 37 will control; provided, however, that Bank is not a party to this Agreement
cannot be determined at the time you request authorization, the maximum authorized
insofar as it relates to EBT transactions, and Bank is not liable to you in any way with
manual transaction and benefit encumbrance will be $40.00 or such other state specific
respect to such Services. For the purposes of this section, the words “we,” “our” and “us”
floor limit as set forth in the most current version of the applicable EBT Rules.
refer only to the Processor and not to the Bank.
We offer electronic interfaces to EBT networks for the processing, settlement and switching v. Except as specifically provided in the applicable EBT Rules, you will not be reimbursed
of EBT transactions initiated through the use of a state-issued EBT card (“EBT Card”) at and will be solely responsible for a manual transaction when you fail to obtain an
your POS Terminal(s) for the provision of United States Department of Agriculture, Food authorization number from the applicable EBT service provider as set forth in this Section
and Nutrition Service (“FNS”), Supplemental Nutrition Assistance Program (“SNAP”) and 37 or otherwise fail to process the manual transaction in accordance with the EBT Rules.
Women, Infants and Children Benefits (“WIC Benefits”) and/or government delivered Cash vi. If you have not received an authorization number in accordance with paragraph 37.1
Benefits (Cash Benefits, together with FNS, SNAP and WIC Benefits, collectively are above, you may not “re-submit” a manual sales draft for payment for the same transaction.
referred to as the “EBT benefits”) to EBT benefit recipients (“EBT customers”), subject to 37.3. Acceptance of Cash Benefits. If you agree to accept EBT Cards and to provide
the terms below. Cash Benefits, you agree to maintain adequate cash on hand to issue EBT service provider
37.1. Acceptance of EBT Benefits. You agree to accept EBT Cards and provide EBT authorized Cash Benefits and will issue such Cash Benefits to EBT customers in the same
benefits to EBT customers through the use of a POS Terminals, PIN pad and printer or manner and to the same extent cash is provided to your other customers. You may not
other equipment that meet standards as set- forth in the EBT Rules (“Authorized Terminal”) require, and may not in your advertising suggest, that any EBT customers must purchase
applicable to such EBT benefits during your normal business hours, in a manner consistent goods or services from you as a condition to receiving Cash Benefits, unless such condition
with your normal business practices and in accordance with the EBT Rules. applies to other customers as well. You may not designate and direct EBT customers to
You will provide EBT benefits to EBT customers, in accordance with the procedures set special checkout lanes restricted to use by EBT customers unless you also designate and
forth in the EBT Rules, in the amount authorized through your Authorized Terminal upon direct other customers to special checkout lanes for Debit Cards or Credit Cards and/or
presentation by an EBT customer of an EBT Card and such EBT customer’s entry of a valid other payment methods such as checks other than cash.
PIN. The “EBT Rules” means (i) all procedures that we establish and provide to you from 37.4. Interoperability. If you accept EBT Cards and provide EBT benefits (FNS, SNAP
time-to-time regarding your acceptance of EBT Cards and provision of EBT benefits to EBT and WIC Benefits and/or Cash Benefits), you must do so for EBT customers from all states.
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37.5. Required Licenses. If you provide FNS, SNAP and WIC Benefits under this or for such additional period as may be required by the EBT Rules. Records involving
Agreement, you represent and warrant to us that you are a FNS authorized merchant and matters in litigation will be kept by you for a period of not less than three (3) years
are not currently disqualified or withdrawn from redeeming food stamp coupons or following the termination of the applicable litigation. Copies of any documents in media
otherwise disqualified or withdrawn by FNS. You agree to secure and maintain at your own other than paper (e.g., microfilm, etc.) related to this Section 37 may be substituted for
expense all necessary licenses, permits, franchises, or other authorities required to lawfully the originals to the extent permitted under applicable EBT Rules and provided that
effect the issuance and distribution of EBT benefits under this Agreement, including legible paper copies can be reproduced within a reasonable time after such records are
without limitation, any applicable franchise tax certificate and non-governmental requested.
contractor’s certificate, and covenant that you will not accept EBT Cards or provide EBT iii. You will make all EBT-related records available for audit upon request to representatives
benefits at any time during which you are not in compliance with the requirements of any of the state or its EBT service provider, or other authorized state or federal government
EBT Rules. agency during normal business hours.
37.6. Term and Termination. If you are disqualified or withdrawn from the Food iv. To assure compliance with this Agreement, including without limitation this Section 37,
Stamp Program, your authority to issue benefits will be terminated concurrently therewith.
the state, its EBT service provider, or other authorized state or federal government
Such disqualification or withdrawal will be deemed a breach of this Agreement with respect
agency, will at all times, upon advance notice except in the case of suspected fraud or
to your authority to issue Cash Benefits and, in the event of such disqualification, we have
other similar activity, have the right to enter, during normal business hours, your
the right to immediately terminate the provision of service under this Section 37 or the
premises to inspect or evaluate any work performed under this Agreement, or to obtain
Agreement in its entirety. With respect to the issuance of Cash Benefits only, your authority
any other information required to be provided by you or otherwise related to this
to issue Cash Benefits may be suspended or terminated immediately at the sole discretion
Agreement.
of us, the state or its EBT service provider, effective upon delivery of a notice of suspension
or termination specifying the reasons for such suspension or termination if there will be (i) 37.9.3. Training. You will train and permit your employees to receive training regarding
any suspension, injunction, cessation, or termination of the EBT service provider’s authority the issuance of EBT benefits.
to provide EBT services to the state; (ii) failure by you, upon not less than thirty (30) days’ 37.9.4. Amendments. Notwithstanding anything to the contrary in this Agreement,
prior written notice, to cure any breach by you of these terms and conditions, including if any of these terms and conditions are found to conflict with the EBT Rules or federal or
without limitation, your failure to support the issuance of EBT benefits during your normal state policy, these terms and conditions are subject to reasonable amendment by us, a state
business hours consistent with your normal business practices, your failure to comply with or its EBT service provider to address such conflict upon written notice to you and such
EBT benefit issuance procedures, your impermissible acceptance of an EBT Card, or your amendment shall become effective upon such notice.
disqualification or withdrawal from the Food Stamp Program; or (iii) based on a state’s or 37.9.5. State Action. Nothing contained herein shall preclude a state from
its EBT service provider’s investigation of the relevant facts, evidence that you or any of commencing appropriate administrative or legal action against you or for making any
your agents or employees are committing, participating in, or have knowledge of fraud or referral for such action to any appropriate federal, state, or local agency.
theft in connection with the dispensing of EBT benefits. If you fail to cure any breach as set
forth above, you may appeal such suspension of termination to the applicable state for 37.9.6. Reference to State. Any references to state herein will mean the state in which
determination in its sole discretion. you accept EBT benefits pursuant to this Section 37. If you accept EBT benefit in more than
one state pursuant this Section 37, then the reference will mean each such state severally,
In the event that your authority to accept benefits is suspended or terminated by a state or
not jointly.
its EBT service provider, and you successfully appeal such suspension or termination to
the state or its EBT service provider, we shall be under no obligation to reinstate the services 37.9.7. Third Party Beneficiaries. These terms and conditions, do not create, and
previously provided under this Section 37 or the Agreement, as applicable. will not be construed as creating, any rights enforceable by any person not having any rights
directly under this Agreement, except that the state and its Issuer, as defined in the Quest
The provision of services under this Section 37 shall terminate automatically if our
Rules, will be deemed third party beneficiaries of the representations, warranties, covenants
agreement or our service provider’s agreement with any applicable state’s EBT service
provider terminates for any reason. and agreements made by you under the Agreement, including without limitation this
Section 37.
You will give prompt notice to us if you plan to stop accepting EBT Cards and providing
EBT benefits or if you are unable to comply with the terms of this Section 37. 38. Special Provisions Regarding Wireless Service
37.7. Confidentiality of EBT System Information. All information related to EBT If you elect to purchase the Wireless Services from us as indicated on the Application, then
customers and/or the issuance of EBT benefits shall be considered confidential information. the following terms and conditions of this Section 38, referred to as the “Wireless Services
Individually identifiable information relating to an EBT customer or applicant for EBT Terms,” shall apply. THE WIRELESS SERVICES ARE BEING SOLD TO YOU FOR USE IN
benefits will be held confidential and will not be disclosed by you or your directors, officers, BUSINESS AND ARE NOT BEING SOLD TO YOU FOR HOUSEHOLD OR PERSONAL
employees or agents, without prior written approval of the applicable state. USE. Sale of Wireless Services is made by Processor and not the Bank. The Services
You will: (a) implement appropriate measures designed to: (1) ensure the security and provided, transactions processed and other matters contemplated under this Section 38 are
confidentiality of all non-public personal information or materials regarding customers subject to the rest of this Agreement, as applicable, except to the extent the terms of this
(“NPPI”); (2) protect against any anticipated threats or hazards to the security or integrity Section 38 directly conflict with another section of this Agreement, in which case the terms
of NPPI; (3) protect against unauthorized access to or use of NPPI that could result in of this Section 38 will control; provided, however, that Bank is not a party to this Agreement
substantial harm or inconvenience to any customer and (4) ensure the proper disposal of insofar as it relates to Wireless Services, and Bank is not liable to you in any way with
NPPI; and (b) take appropriate actions to address incidents of unauthorized access to NPPI, respect to such services. For the purposes of this section, the words “we,” “our” and “us”
including notification to us as soon as possible. refer only to the Processor and not to the Bank.
The use of information obtained by you in the performance of your duties under this Through one or more third party vendors (“Wireless Vendor(s)”) selected by us in our sole
Section 37 will be limited to purposes directly connected with such duties. discretion, we have acquired the right to resell certain wireless data communication services
37.8. EBT Service Marks. You will adequately display any applicable state’s service that use radio base stations and switching offered by certain cellular telephone and data
Marks or other licensed marks, including the Quest Marks, and other materials supplied by networks throughout the country (the “Wireless Networks”) in order to allow you to
us (collectively the “Protected Marks”) in accordance with the standards set by the capture and transmit to Processor and Bank certain wireless Card Authorization
applicable state. You will use the Protected Marks only to indicate that EBT benefits are transactions or to transmit other communications to our system (“Wireless Services”).
issued at your location(s) and will not indicate that we, any state or its EBT service provider If you elect to purchase voice and/or data services directly from a third party provider for
endorse your goods or services. Your right to use such Protected Marks pursuant to this use with the Wireless Equipment as permitted by Processor, you acknowledge and agree
Agreement will continue only so long as this Section 37 remains in effect or until you are that this Agreement does not address or govern those voice and/or data services or your
notified by us, any state or its EBT service provider to cease their use or display. You will relationship with that third party provider, and Servicers are in no way responsible for
not use the Marks of any EBT service provider without prior written approval from such providing, maintaining, servicing or supporting such third party voice and/or data services.
EBT service provider. 38.1. Purchase of Wireless Services. The prices that you will pay for the Wireless
37.9. Miscellaneous. Services are set forth on the Application. In connection with your purchase of Wireless
37.9.1. Errors. You will fully cooperate with us and any other participants in the EBT Services, you will receive access to a certain Wireless Network(s).
system in the resolution of errors and disputes regarding EBT transactions processed • Licenses. You agree to obtain any and all licenses, permits or other authorizations required
pursuant to this Section 37. You will promptly notify us of any such errors or disputes. by the Federal Communications Commission (“FCC”) or any other regulatory authority,
37.9.2. Issuance Records. if any, for the lawful operation of Wireless Equipment used by you in connection with
i. You agree to make available such informational materials as may be required by the state, your receipt of Wireless Services. You will promptly provide us with all such information
its EBT service provider or any applicable regulations pertaining to the issuance of as we may reasonably request with respect to matters relating to the rules and regulations
Benefits. of the FCC.
ii. You will retain all EBT-related records (including but not limited to manual sales drafts • Wireless Equipment. You agree that in order to access the Wireless Services, you must use
or vouchers) in the manner required by the EBT Rules or otherwise reasonably wireless POS Terminals and accessories approved for use with the Wireless Services by
requested by us for three (3) years following the date of the applicable EBT transaction, Processor from time to time in its sole discretion (the “Wireless Equipment”). If Wireless
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 Equipment is purchased by you from us as indicated on the Application, then the terms a) Immediately upon termination of the agreement between us (or our Affiliates) and
of this Agreement apply to your use of such Wireless Equipment. Wireless Vendor(s), provided that we will notify you promptly upon our notice or
• Improvements/General Administration. We and the Wireless Vendor(s) reserve the right knowledge of termination of such agreement, provided further that if Wireless
to make changes, from time to time, in the configuration of the Wireless Services, Wireless Vendor(s) loses its authority to operate less than all of the Wireless Services or if the
Networks, Wireless Equipment, Wireless Software, rules of operation, accessibility suspension of any authority or non-renewal of any license relates to less than all of the
periods, identification procedures, type and location of equipment, allocation and Wireless Services, then these Wireless Services Terms will terminate only as to the
quantity of resources utilized, programming languages, administrative and operational portion of the Wireless Services affected by such loss of authority, suspension or non-
algorithms and designation of the control center serving you at the particular address. In renewal; or
addition, we reserve the right to schedule, from time to time, interruptions of service for b) Immediately if either we or our Affiliates or Wireless Vendor(s) are prevented from
maintenance activities. providing the Wireless Services by any law, regulation, requirement, ruling or notice
issued in any form whatsoever by judicial or governmental authority (including without
• Suspension of Wireless Services. We or a Wireless Network may suspend the Wireless
limitation the FCC).
Services to: (a) prevent damages to, or degradation of, our or a Wireless Network’s
network integrity that may be caused by a third party; (b) comply with any law, 38.7. Effect of Termination. Upon termination of these Wireless Services Terms for
regulation, court order or other governmental request which requires immediate action; any reason, you will immediately pay to us all fees due and owing to us hereunder. If these
or (c) otherwise protect us or a Wireless Network from potential legal liability. To the Wireless Services terms terminate due to a termination of the agreement between us or our
extent commercially reasonable, we shall give notice to you before suspending the Affiliates and Wireless Vendor(s), then we may, in our sole discretion, continue to provide
Wireless Services to you. If not commercially reasonable to give prior notice, we will give the Wireless Services through Wireless Vendor(s) to you for a period of time to be
notice to you as soon as commercially practicable thereafter. Availability of the Wireless determined as long as you continue to make timely payment of fees due under these
Wireless Services Terms.
Services may vary due to events beyond the control of us or our Wireless Vendors. In the
event of a suspension of the Wireless Services, we or the applicable Wireless Vendor will 38.8. Third Party Beneficiaries. Wireless Vendor(s) are third party beneficiaries of
promptly restore the Wireless Services after the event giving rise to the suspension has these Wireless Services Terms and may enforce its provisions as if a party hereto.
been resolved. 38.9. Other Applicable Provisions. You also agree to be bound by all other terms
38.2. Software Licenses. Processor hereby grants to you a non-exclusive, non- and conditions of this Agreement.
transferable, revocable limited sublicense to use any wireless software (including any 38.10. Disclaimer. Wireless Services use radio transmissions, so Wireless Services can’t
documentation relating to or describing the wireless software) downloaded by you or your be provided unless your Wireless Equipment is in the range of one of the available Wireless
designee from Processor’s systems onto the Wireless Equipment in connection with your Networks’ transmission sites and there is sufficient network capacity available at that
purchase and use of the Wireless Services in accordance with the terms of this Agreement, moment. There are places, particularly in remote areas, with no service at all. Weather,
including this Section 38. Anything in this Agreement to the contrary notwithstanding, we topography, buildings, your Wireless Equipment, and other conditions we don’t control
or certain third parties retain all ownership and copyright interest in and to all Wireless may also cause failed transmissions or other problems. PROCESSOR, BANK, AND
Software, related documentation, technology, know-how and processes embodied in or WIRELESS VENDOR(S) DISCLAIM ALL REPRESENTATIONS AND WARRANTIES
provided in connection with the Wireless Software, and you shall have only a nonexclusive, RELATING TO WIRELESS SERVICES. WE CANNOT PROMISE UNINTERRUPTED OR
non-transferable license to use the Wireless Software in your operation of the Wireless ERROR-FREE WIRELESS SERVICE AND DO NOT AUTHORIZE ANYONE TO MAKE
Equipment for the purposes set forth in this Agreement. Nothing in this Agreement confers ANY WARRANTIES ON OUR BEHALF.
any title or ownership of any such Wireless Software to you or shall be construed as a sale 39. Special Provisions Regarding Clover Security Plus
of any rights in any such Wireless Software to you. You agree to accept, agree to and be
Clover Security Plus consists of a POS security monitor, the TransArmor Data Protection
bound by all applicable terms and conditions of use and other license terms applicable to
service, and tools that you can use to help you meet your PCI DSS compliance obligations.
such Wireless Software. You shall not reverse engineer, disassemble or decompile the
Each of these services is described in more detail below. Clover Security Plus is provided
Wireless Software. You shall not give any Person access to the Wireless Software without our to you by Processor and not by Bank. Clover Security Plus is available only for Level 3 and
prior written consent. Your obligations under this Section 38.2 shall survive the termination Level 4 merchants, as defined by the Payments Organizations. Clover Security Plus is not
of this Agreement. You acknowledge that the only right you obtain to the Wireless Software available for Level 1 or Level 2 merchants.
is the right to use the Wireless Software in accordance with the terms in this Section.
39.1. The POS security monitor offers you monitoring, scanning, and anti-virus software
38.3. Limitation on Liability. We shall have no liability for any warranties by any services for your point of sale computer systems. The TransArmor Data Protection service
party with respect to uninterrupted Wireless Services, as set forth in Section 38.10, or for is described in Sections 39.14 and 39.15.
any Person’s unauthorized access to Client’s data transmitted through either the Wireless
39.2. Scanning Authority; Scanning Obligations. You represent and warrant that
Equipment or Wireless Services (including the Wireless Software), or Wireless Networks,
you have full right, power, and authority to consent for Clover Security Plus to scan for
regardless of the form of action (whether in contract, tort (including negligence), strict
vulnerabilities in the IP address and/or URL and/or domain names identified to us by you
liability or otherwise). The foregoing notwithstanding, for any other liability arising out of for scanning, whether electronically or by any other means, whether during initial
or in any way connected with these Wireless Services terms, including liability resulting enrollment or thereafter. If applicable, you shall obtain all consents and authorizations from
solely from loss or damage caused by partial or total failure, delay or nonperformance of the any third parties necessary for us or our vendors to perform the Clover Security Plus
Wireless Services or relating to or arising from your use of or inability to use the Wireless services, including, without limitation, third party data centers, co-locations and hosts. We
Services, Processor’s, Bank’s, and Wireless Vendor(s)’ liability shall be limited to your direct will not be required to execute agreements with any such third parties. You agree to defend,
damages, if any, and, in any event, shall not exceed the lesser of the amount paid by you indemnify and hold us and our vendors harmless from any third party claim that such
for the particular Wireless Services during any period of failure, delay, or nonperformance access was not authorized. You may use Clover Security Plus and portals only to scan IP
of the Wireless Services or $50,000.00. In no event shall Servicers, Wireless Vendor(s) or addresses, URLs and domain names owned by and registered to you. You understand that
our respective Affiliates be liable for any indirect incidental, special, consequential or your failure to provide a complete list of and complete access to your IP addresses will
punitive damages. The remedies available to you under these Wireless Services Terms will significantly impair the scanning services and may result in incomplete or inaccurate
be your sole and exclusive remedies with respect to the Wireless Services. results. You agree that the Clover Security Plus services hereunder, including without
38.4. Indemnification. In addition to any other indemnifications as set forth in this limitation their functionality and contents, constitute confidential information, and your
Agreement, you will indemnify and hold Servicers, Wireless Vendor(s) and our respective use and/or access to the Clover Security Plus is subject to the terms of confidentiality set
officers, directors, employees, and Affiliates harmless from and against any and all losses, forth in this Agreement.
claims, liabilities, damages, costs or expenses arising from or related to: (a) the purchase, 39.3. Data Collection. In the course of providing the Clover Security Plus, we may
delivery, acceptance, rejection, ownership, possession, use condition, liens against, or return collect information relating to activities on your network (the “Data”) including, but not
of the Wireless Equipment or the Wireless Equipment (including the Wireless Software), limited to: network configuration, TCP/IP packet headers and contents, log files, malicious
as applicable; (b) your negligent acts or omissions; (c) any breach by you of any of your codes, and Trojan horses. We retain the right to use the Data or aggregations thereof for any
obligations under this Section 38; or (d) any Person’s unauthorized access to Client’s data reasonable purpose.
and/or unauthorized financial activity occurring on your Merchant Identification Number 39.4. Data Protection; Responsibilities of Client. Data Protection applies only to
hereunder, except to the extent any losses, liabilities, damages or expenses result from our card transactions sent from you to us for authorization and settlement pursuant to the
gross negligence or willful misconduct. Agreement, and specifically excludes electronic check transactions. You are responsible to
38.5. Confidentiality. All information or materials which could reasonably be comply with the following regarding your use of Data Protection:
considered confidential or competitively sensitive that you access from or relate to either (a) Data Protection can only be used with an eligible POS device, gateway, interactive voice
Wireless Vendor(s) or Servicers related to the subject matter of these Wireless Services response system, or similar system or equipment sale device, gateway, that is certified
Terms will be considered confidential information. You will safeguard our confidential by us for use with Data Protection. If you are uncertain whether your equipment is
information with at least the same degree of care and security that you use for your eligible or certified, please contact us. It is your responsibility to ensure that you have
confidential information, but not less than reasonable care. eligible equipment in order to use Data Protection.
38.6. Termination. In addition to any other provision in this Agreement, the Wireless (b) You must demonstrate and maintain your current PCI DSS compliance certification.
Services being provided under this Section 38 may terminate: Compliance must be validated either by a Qualified Security Assessor (QSA) with
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 corresponding Report on Compliance (ROC) or by successful completion of the Plus, shall be and remain, as among the Parties or our Affiliates’, our vendors’ or our
applicable PCI DSS Self-Assessment Questionnaire (SAQ) or Report on Compliance licensors’ (as applicable) sole and exclusive property, and all right, title and interest
(ROC), as applicable, and if applicable to your business, passing quarterly network associated with the Clover Security Plus, Equipment and Software not expressly granted by
scans performed by an Approved Scan Vendor, all in accordance with card organization us in this Agreement are deemed withheld. You may not use our Marks in any manner,
rules and PCI DSS. Use of the Data Protection will not, on its own, cause you to be including in any advertisements, displays, or press releases, without our prior written
compliant or eliminate your obligations to comply with PCI DSS or any other Card consent.
Organization Rule. You must also ensure that all third parties and software that you use 39.7.2. You may not, nor may you permit any third party to do any of the following: (a)
for payment processing comply with the PCI DSS. decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct or discover
(c) You must deploy Data Protection (including implementing any upgrades to such service by any means any source code, underlying ideas or algorithms of the Clover Security Plus,
within a commercially reasonable period of time after receipt of such upgrades) Software or Equipment (or any part), except to the extent that such restriction is expressly
throughout your systems including replacing existing Card numbers on your systems prohibited by law; (b) modify, translate, or alter in any manner, the Clover Security Plus,
with Tokens. Full Card numbers must never be retained, whether in electronic form or Software or Equipment (or any part) or the Marks; (c) create derivative works of or based
hard copy. on the Clover Security Plus (or any part), Software or the Marks; (d) except for backup
(d) You must use the Token in lieu of the Card number for ALL activities subsequent to and archival purposes, directly or indirectly copy the Clover Security Plus or any Software
receipt of the authorization response including, settlement processing, retrieval (or any part); (e) republish, upload, post, transmit, disclose, or distribute (in any format)
processing, chargeback and adjustment processing and transaction reviews. the Clover Security Plus or Software (or any part) except as permitted in this Agreement;
(e) If you send or receive batch files containing completed Card transaction information or (f) remove, relocate, or otherwise alter any proprietary rights notices from the Clover
to/from us, you must use the service provided by us to enable such files to contain only Security Plus, Software or Documentation (or any part) or the Marks.
Tokens or truncated information. 39.7.3. If we provide you with copies of or access to any Software or Documentation,
(f) You must use truncated report viewing and data extract creation within reporting tools unless otherwise expressly stated in writing, that Software and Documentation is provided
provided by us. on a personal, non-exclusive, non-transferable, non-assignable, revocable limited license for
(g) You are required to follow rules or procedures we may provide to you from time to time the period of your subscription to the applicable Clover Security Plus service and solely for
regarding your use of Data Protection. We will provide you with advance written notice you to access and use the Software and Documentation to receive the relevant Clover
of any such rules or procedures or changes to such rules or procedures. Security Plus service for its intended purpose on systems owned or licensed by you.
Software can only be used with certain computer operating systems and it is your
(h) You will use only unaltered version(s) of Data Protection and will not use, operate or
responsibility to ensure that you have the appropriate hardware and software to use the
combine Data Protection or any related software, materials or documentation, or any
Software.
derivative works thereof with other products, materials or services in a manner
inconsistent with the uses contemplated in this section. 39.7.4. You shall not take any action inconsistent with the stated title and ownership in
this Section 39. You will not file any action, in any forum that challenges the ownership of
(i) You will promptly notify us of a breach of any these terms.
any part of the Clover Security Plus or any software, materials or Documentation. Failure
39.5. Tokenization Limited Warranty. Subject to the terms of this Agreement, we to comply with this provision will constitute a material breach of this Agreement. We have
(i) warrant that each token returned to you through Data Protection cannot be used to the right to immediately terminate your access to and use of the Clover Security Plus in the
initiate a financial sale transaction by an unauthorized entity/person outside your point of event of a challenge by you.
sale systems and facilities where you process and/or store transaction data (the “Limited
39.7.5. If you are acquiring any of the Clover Security Plus services on behalf of any part
Warranty”); and (ii) agree to indemnify and hold you harmless from direct damages,
of the United States Government (Government): any use, duplication, or disclosure by the
including third party claims, resulting from our breach of the Limited Warranty. This
Government is subject to the restrictions set forth in subparagraphs (a) through (d) of the
express remedy for our breach of the Limited Warranty constitutes our entire liability and
Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 when
your sole and exclusive remedy for our breach of the Limited Warranty.
applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer
The Limited Warranty is void if (a) you use Data Protection in a manner not contemplated Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR
by, or you are otherwise in violation of, this Agreement or any other agreement relating to Supplement; (b) we are the contractor/manufacturer, with the address set forth in this
Cards eligible for Data Protection; (b) you are grossly negligent or engage in intentional Agreement; and (c) any use, modification, reproduction, release, performance, display or
misconduct; or (c) you no longer have a processing relationship with us. disclosure of Clover Security Plus and /or the accompanying documentation by the
39.6. Disclaimer; Clover Security Plus Does Not Guarantee Compliance or Security. Government or any of its agencies shall be governed solely by the terms of this Agreement
39.6.1. USE OF CLOVER SECURITY PLUS, SOFTWARE OR ANY EQUIPMENT and shall be prohibited except to the extent expressly permitted by this Agreement.
(INCLUDING ANY SERVICES, SOFTWARE OR EQUIPMENT PROVIDED BY OR 39.8. Software Updates, Maintenance and Changes.
THROUGH A THIRD PARTY) IS AT YOUR OWN RISK AND TO THE MAXIMUM
39.8.1. We may perform maintenance on Software or Clover Security Plus which may
EXTENT PERMITTED BY APPLICABLE LAW THE CLOVER SECURITY PLUS,
result in service interruptions, delays, or errors. We will not be liable for any such
EQUIPMENT AND ANY SOFTWARE IS PROVIDED “AS IS” AND WE DISCLAIM ALL
interruptions, delays, errors, or bugs. You agree that we may contact you in order to assist
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU OR
you with the Software or Services and obtain information needed to identify and fix any
ANY OTHER PERSON, INCLUDING ANY WARRANTIES REGARDING QUALITY,
errors. We may, at our discretion, release enhancements, improvements or other updates to
SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR THAT
any Software, or otherwise make any changes to the Clover Security Plus (or any part).
THE CLOVER SECURITY PLUS, EQUIPMENT OR ANY SOFTWARE WILL OPERATE
UNINTERRUPTED OR ERROR FREE OR THAT THE CLOVER SECURITY PLUS, 39.8.2. You acknowledge and understand that certain Software can automatically install,
EQUIPMENT OR SOFTWARE ARE SECURE, FREE OF VIRUSES OR OTHER HARMFUL download, and /or deploy updated and /or new components, which may include a new
COMPONENTS, OR DO NOT INFRINGE THE RIGHTS OF ANY PERSON. version of the Software itself. You shall not, in any event or in any manner, impede the
update process. You agree to assume full responsibility and indemnify us for all damages and
39.6.2. YOU MUST COMPLY WITH ALL RULES OR PROCEDURES RELATING TO
losses, of any nature, for all adverse results or third party claims arising from your impeding
CLOVER SECURITY PLUS (OR ANY COMPONENT OF CLOVER SECURITY PLUS) THAT
the update process.
WE GIVE YOU FROM TIME TO TIME. YOU MUST ALSO IMPLEMENT ALL UPDATES TO
CLOVER SECURITY PLUS WITHIN A REASONABLE PERIOD OF TIME AFTER YOU 39.9. Accessing Services via the Internet or third parties. You agree that we shall not
RECEIVE THEM. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND/OR be liable to you for any claims, damages, losses, obligations, costs or expenses or other
OTHERWISE PROTECTING YOUR DATA, SYSTEMS, AND SERVICE. liability arising directly or indirectly from or otherwise concerning (a) any termination,
39.6.3. Use of Clover Security Plus does not (a) guarantee compliance with any laws, suspension, delay or disruption of service (including billing for a service) by the internet,
Rules, or applicable standards (including the PCI DSS), (b) affect your obligation to comply any common carrier or any third party service provider; (b) any failure, disruption or
with laws, Rules, and applicable standards (including the PCI DSS), or (c) guarantee malfunction of the Clover Security Plus, the Internet, or any communications network,
protection against a Data Incident. Your use of Clover Security Plus involves inherent risks, facility or equipment beyond our or a third party’s reasonable control, whether or not
including system performance, availability, and data corruption. We make no promise, and attributable to one or more common carriers; or (d) any failure to transmit, obtain or collect
disclaim all warranties of any kind, that the use of Clover Security Plus will detect all data or for human, machine or software errors or faulty or erroneous input by you.
vulnerabilities on your system, or that our vulnerability assessments, suggested solutions, 39.10. Access and Use of Services.
information, or advice is error-free or complete. 39.10.1. Unless we otherwise agree in writing, the Clover Security Plus shall be for your
39.7. Intellectual Property Rights. internal business use in the United States and US territories or possessions only.
39.7.1. All right, title, and interest in and to all confidential information and intellectual 39.10.2. You shall not and shall not permit any third party to: (a) access or attempt to
property related to the Clover Security Plus (including the Marks, all Software , the content access any of the Clover Security Plus service that is not intended to be available to you;
of any materials, web screens, layouts, processing techniques, procedures, algorithms, and (b) access or use (in any format) the Clover Security Plus (or any part) through any time-
methods and any updates, changes, alterations, or modifications to or derivative works sharing service, service bureau, network, consortium, or other means; (c) without our
from such intellectual property), owned, developed or licensed by us prior to, during the advanced written consent, use, ship or access TransArmor (or any part) outside or from
term of, or after this Agreement, or employed by us in connection with the Clover Security outside of the United States; (d) perform or attempt to perform any actions that would

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interfere with the proper working of any part of the Clover Security Plus, prevent access to 40. Special Provisions Regarding
or use of any of the Clover Security Plus by other users, or in our reasonable judgment, Payeezy SM Gateway Services
impose a large load on our infrastructure, network capability or bandwidth; or (e) use the
Clover Security Plus (or any part) except as permitted in this Agreement. If you elect to utilize the Payeezy Gateway Services, the following additional terms and
39.10.3. We have the right to rely on user names, password and other sign on conditions of this Section 40 shall apply.
credentials/access controls for the Clover Security Plus or any Software (including The Payeezy Gateway Services are provided to you by Processor and not Bank. Bank is not
Federated Single Sign-on credentials) provided or approved by us to authenticate access to, a party to this Agreement insofar as it applies to the Payeezy Gateway Services, and Bank
and use of, the Services and any Software. is not liable to you in any way with respect to such services. For the purposes of this Section
39.10.4. Your use of the Clover Services is governed by Clover’s Terms and Conditions of 40, the words “we,” “our” and “us” refer only to the Processor and not the Bank.
Use, which are available at https://clover.com/terms and Clover’s Privacy Policy available The Payeezy Gateway Services provided and other matters contemplated under this Section
at https://www.clover.com/privacy-policy. 40 are subject to the rest of this Agreement, as applicable, except to the extent the terms of
39.11. Indemnification. In addition to other indemnifications provided in this this Section 40 directly conflict with another provision of this Agreement, in which case the
Agreement, you agree to indemnify and hold us, our Affiliates and third party service terms of this Section 40 will control.
providers harmless from and against all losses, liabilities, damages and expenses arising 40.1. Definitions. Capitalized terms used in this Section 40 shall have the meaning
from (a) your use of the Clover Security Plus, including any Software or Equipment given as defined in this Section or as defined in the Glossary or elsewhere in this Agreement.
provided under this Agreement; or (b) any other person’s authorized or unauthorized access Claim means any arbitration award, assessment, charge, citation, claim, damage, demand,
and/or use of the Clover Security Plus (or any part), Software or Equipment, whether or directive, expense, fine, interest, joint or several liability, lawsuit or other litigation, notice,
not using your unique username, password, or other security features. infringement or misappropriation of any Intellectual Property Right or violation of any law,
39.12. Reserved. and any consequential, indirect, special, incidental or punitive damages and any attorney’s
39.13. Export Compliance fees and expenses incurred in connection therewith. For purposes of the foregoing Claim
definition, a Claim shall be considered to exist even though it may be conditional,
39.13.1. You agree not to export or re-export any Software or Equipment or any contingent, indirect, potential, secondary, unaccrued, unasserted, unknown, unliquidated,
underlying information except in full compliance with all applicable laws and regulations. or unmatured.
39.13.2. None of the Software or Equipment or any underlying information may be Confidential Information means the Payeezy Gateway Services, Documentation, oper-
downloaded or otherwise exported or re-exported (a) to any country to which the United ational procedures, the terms and conditions of this Section 40 (including any schedule,
States has embargoed goods (or any national or resident thereof); (b) to anyone on the exhibit or addendum), pricing or other proprietary business information, and any other
United States Treasury Department’s list of Specially Designated Nationals or the United information provided to you by us, whether or not such information is marked as
States Commerce Department’s Table of Deny Orders; or (c) in any manner not in full confidential; provided, however, that Confidential Information will not include information
compliance with the requirements of the United States Bureau of Industry and Security and that: (a) is or becomes generally known to the public through no fault of yours; (b) was
all applicable Export Administration Regulations. lawfully obtained by you from a third party free of any obligation of confidentiality; (c)
39.13.3. If you have rightfully obtained Software or Equipment or any underlying was already in your lawful possession prior to receipt thereof, directly or indirectly, from
information outside of the United States, you agree not to re-export the same except as the disclosing party; (d) is independently developed by you without the use of the
permitted by the laws and regulations of the United States and the laws and regulations of Confidential Information; (e) is disclosed with our express written permission; or (f) is
disclosed pursuant to a lawful court or governmental order, provided you provide us with
the jurisdiction in which you obtained it. You warrant that you are not located in, under
prompt prior written notice of any proceeding that may involve such an order, and an
the control of, or a national or resident of any such country or on any such list.
opportunity to contest any disclosure at such proceeding.
39.14. Definitions:
Customer means your customer who would like to provide payment for your goods or
(a) Data Protection is a Clover Security Plus service that provides encryption of services.
cardholder data at your payment environment and replaces the data with a token or Documentation means any and all manuals and other written materials in any form
randomly generated number; provided for use with the Software, as amended by us from time to time, the terms of which
(b) Clover Security Plus is the suite of security services provided by us and known as are incorporated in this Section 40 as if fully set forth herein.
TransArmor. Intellectual Property Rights means any and all patents, copyrights, trademarks, trade
(c) Documentation means any documents, instructions, web screen, layouts or any secrets, service marks, and any other intellectual property rights, and any applications for
other materials provided by us relating to the Software or the Clover Security Plus; any of the foregoing, in all countries in the world.
(d) Equipment means equipment rented to or purchased by you under this Agreement Merchant Account shall mean an account set up for a merchant that requires a card
and any documents setting out additional terms on which Equipment is rented to or processor, bank, merchant ID, terminal ID, merchant identification number, or otherwise
purchased by you; named unique merchant number. Multiple physical or virtual storefronts that process
transactions under the same unique merchant number shall be deemed as one (1) Merchant
(e) Marks means the names, logos, emblems, brands, service marks, trademarks, trade
Account.
names, tag lines or other proprietary designations;
Payeezy Gateway Services or Services means the products or services offered
(f) Software means all software, computer programs, related documentation, technology,
through the Platform including, but, not limited to payment processing services such as
know-how and processes embodied in the Equipment (i.e. firmware) or otherwise authorization of transactions to the appropriate payment processing network or third party
provided to you under this Agreement. For the avoidance of doubt, the term Software service provider, transaction responses (approved, declined), and the detailed reporting of
shall not include any third party software available as part of a service provided from those transactions, and all related and applicable Software.
someone other than us or our vendors or which may be obtained by you separately
Platform means our operated, or approved, electronic payment platform(s) and /or
from the Clover Security Plus (e.g. any applications downloaded by you through an gateway(s) (also referred to as the “Payeezy Gateway”) through which the payment Services
application marketplace). contemplated under this Section 40 are provided.
TransArmor Data Protection Service Software means all applications, protocols, software components and other interfaces
39.15. The TransArmor Data Protection service encrypts cardholder data at the point of and software provided by us to you pursuant to this Section 40, and any and all Updates.
transaction and replaces it with a unique identifier (a token) that is returned with the Updates means an embodiment of the Software that provides enhancements and /or
authorization response. You must use the token you receive with the authorization response improvements.
instead of the card number for all other activities associated with the transaction, including Your Systems means any web site(s) or interfaces to the Services that are operated or
settlement, retrieval, chargeback, or adjustment processing as well as transaction reviews. maintained by you or on your behalf through which transactions are submitted for
If you fully deploy and use the TransArmor Data Protection service, the token returned to processing, and all your other associated systems.
you with the authorization response cannot be used to initiate a financial sale transaction 40.2. Fees. Client shall pay Processor the fees for the Payeezy Gateway Services as set
by an unauthorized person outside your point of sale systems or the systems where you forth on the Application. A separate account with us for Payeezy Gateway Services shall be
store your transaction data. The TransArmor Data Protection service can only be used with required for each separate Merchant Account held by you.
a point of sale device, gateway, or service that we have certified as being eligible for the
40.3. Term; Termination. The Payeezy Gateway Services shall commence as of the
TransArmor Data Protection service. The TransArmor Data Protection Service is provided
effective date of this Agreement and shall remain in effect until terminated by either party
to you by Processor and not by Bank. as provided herein. Either party may terminate these Services upon giving the other party
39.16. Use of the TransArmor Data Protection Service does not (a) guarantee compliance at least thirty (30) days prior written notice. We may suspend or terminate your access to
with any laws, Rules, or applicable standards (including the PCI DSS), (b) affect your the Services without prior notice, with or without cause. Regardless of the reason for
obligation to comply with laws, Rules, and applicable standards (including the PCI DSS), termination, you shall be responsible for the payment of all fees due up to and including
or (c) guarantee protection against a Data Incident. the effective date of termination.

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40.4. License Grant. 40.4.8. Return/Destruction. Upon termination or expiration of this Agreement, all
40.4.1. License. Subject to the terms and conditions of this Agreement (including licenses granted hereunder shall immediately terminate, and within five (5) days thereof,
additional rights and licenses granted in the Documentation), we hereby grant you and you shall either return to us or destroy the Software and the Documentation, and shall so
you hereby accept a nonsublicensable, royalty free, non-exclusive, nontransferable, certify to us in writing.
revocable limited license to use the Services, during the term of this Agreement, for the 40.4.9. No other Licenses. Except as expressly provided above, no license for any
sole and limited purpose of submitting payment transactions to us for processing, and patents, copyrights, trademarks, trade secrets or any other Intellectual Property Rights,
otherwise using our Services as set forth herein. For clarity, all references to Services in this express or implied, are granted hereunder.
Agreement shall include the applicable Software. 40.4.10. Use of Transaction Data. As permitted by applicable law and regulations,
40.4.2. Documentation License. Subject to the terms and conditions of this we reserve the right to copy and distribute to third parties, any information associated with
Agreement, we hereby grant, and you hereby accept, a nonsublicensable, royalty free, non- your use of the Services or your activities on the Platform.
exclusive, non-transferable, revocable limited license to use the Documentation during the 40.5. Platform Matters
term of this Agreement for the sole and limited purpose of supporting your use of the 40.5.1. Integration with Your Systems. While we provide Software to you, you
Services. You shall strictly follow all Documentation provided to you, as it may be amended acknowledge that the Software itself is insufficient to allow Your Systems to function with
from time to time by us, in our discretion. To the extent that there is any conflict between the Platform. Programming, development and maintenance of Your Systems and their
the Documentation and the terms of Agreement, the terms of this Section 40 shall govern functionality are your sole responsibility. You have the sole responsibility to select and
and control. employ any competent programming agent(s) to accomplish the programming required to
40.4.3. Use Restrictions. You acknowledge that the Services and Documentation make Your Systems function correctly with the Platform and the payment services
constitute our intellectual property, therefore, you shall not, and shall not cause or permit contemplated hereunder (“Integration”). You shall be responsible for all technical support
any third party to: (i) use the Services in any way, other than in accordance with this for Your Systems and Integration related issues. You agree that you will use commercially
Agreement or the Documentation or as otherwise instructed by us in writing; (ii) use the reasonable efforts to complete the Integration as soon as possible. You will be responsible
Services or Documentation, either directly or indirectly, for benchmarking purposes or to for all of your own development and implementation costs associated with such Integration.
develop any product or service that competes with the products and services provided Notwithstanding any other provision of this Section 40, you acknowledge that unless and
under this Section 40; (iii) disassemble, decompile, decrypt, extract, reverse engineer or until you complete the Integration, no Services need be provided by us to you pursuant to
modify the Services, or otherwise apply any procedure or process to the Services in order this Agreement, except as otherwise specifically provided in Section 40.5.2 below. In
to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source addition, you acknowledge and agree that, even if you have completed Integration, if you
listings for the Services or any algorithm, process, procedure or other information contained have not entered into a valid merchant processing agreement with an authorized bank card
in the Services, except as otherwise specifically authorized in accordance with this Section processor, you cannot receive the Services through the Platform.
40; (iv) provide the Services or Documentation to any third party, other than to your 40.5.2. Set-Up Assistance Services. Subject to Section 40.5.1 above, upon your
authorized employees and contractors who are subject to a written confidentiality request to us, and upon payment of any applicable Fees, we will provide you with set-up
agreement, the terms of which are no less restrictive than the confidentiality provisions of services to assist with the Integration.
the Agreement; (v) use, modify, adapt, reformat, copy or reproduce the Services or 40.5.3. Shut Downs. We reserve the right, from time to time, without prior notice, to
Documentation or any portion thereof, except as is incidental to the purposes of this Section shut down and restart the Platform for maintenance and /or software upgrades for
40, or for archival purposes (any copies made hereunder shall contain all appropriate reasonable time periods of one minute or more.
proprietary notices); (vi) rent, lease, upload, assign, sublicense, transfer, distribute, allow
40.5.4. Orders by Customers. You are solely responsible for accepting, processing,
access to, or time share the Services or Documentation; (vii) circumvent or attempt to
and filling any orders for purchases by your Customers, and for handling any inquiries
circumvent any applicable security measures of the Services; (viii) attempt to access or
arising therefrom. You shall use the highest standards in the industry in responding to
actually access portions of the Platform or Services not authorized for your use; and/or (ix)
complaints by Customers. We are not responsible or liable for any unauthorized access to
use the Services in any unlawful manner or for any unlawful purpose.
your data or Your Systems by any means or device.
40.4.4. Updates. From time to time we may, at our discretion, release Updates or modify
40.5.5. Suspension of Access to the Platform and Services. We may suspend
the Software. In the event we notify you of any such Update, you shall integrate and install
your access to the Platform and Services, without prior notice, with cause. For purposes of
such Update into Your Systems within thirty (30) days of your receipt of such notice. You
this Section 40 the term “cause”, in addition to cause as defined under the Agreement, shall
acknowledge that failure to install Updates in a timely fashion may impair the functionality
mean that significant activity by you has been detected (which excludes a high volume of
of the Platform or any of our Services provided hereunder. We will have no liability for
transactions) or the security or integrity of the Platform is materially compromised. We
your failure to properly install the most current version of the Software or any Update, and
will make commercially reasonable efforts to provide prior notification to you of any such
we will have no obligation to provide support or Services for any outdated versions.
proposed suspension and provide you with a reasonable opportunity to cure, provided just
40.4.5. Licensors. The licenses granted hereunder may be subject to other licenses you (and no other user) are affected, and provided such cure is allowed by the applicable
currently held by us or our subcontractors. Should any license held by us to certain law or the Card Organization Rules. If prior notification to you is not possible because such
technology or software be terminated or suspended, the corresponding license(s) granted significant activity or security issue would materially and adversely affect other users of
to you hereunder may also be terminated or suspended in our sole and absolute discretion. the Platform and Services, then we will provide notice of such suspension as promptly as
You acknowledge and agree to such potential termination or suspension and hereby waive possible thereafter with detailed information regarding the suspected fraudulent activity
any and all damages, whether actual, incidental or consequential resulting therefrom. or security issue, as well as any other information that can assist you with identifying the
40.4.6. Export Compliance. You agree not to export or re-export the Software or any root cause of the problem responsible for such suspension. Upon a determination by us
underlying information or technology except in full compliance with all applicable laws and that you are not responsible for the fraudulent activity or security issue resulting in the
regulations. In particular, but without limitation, none of the Software or underlying suspension or any security threat as abated, the Services and your license to the Software
information or technology may be downloaded or otherwise exported or re-exported (i) to shall be promptly re-activated and the Services under this Section 40 shall recommence.
any country to which the United States has embargoed goods (or any national or resident Regardless of the reason for such suspension, you shall be responsible for the payment of
thereof); (ii) to anyone on the United States Treasury Department's list of Specially all fees due up to and including the effective date of the suspension.
Designated Nationals or the United States Commerce Department's Table of Deny Orders; 40.6. Security of Information. We will use commercially reasonable efforts to
or (iii) in any manner not in full compliance with the requirements of the United States maintain the security of the Services and the Platform. You will use commercially reasonable
Bureau of Industry and Security and all applicable Export Administration Regulations. If efforts to maintain the security of Your Systems. Such steps by you will be taken at your sole
you have rightfully obtained the Software outside of the United States, you agree not to re- cost and expense, and shall include, without limitation: (i) creating firewalls to protect
export the Software except as permitted by the laws and regulations of the United States and against unauthorized access to Your Systems by your employees, contractors, Customers,
the laws and regulations of the jurisdiction in which you obtained the Software. You warrant or by any other person; and (ii) implementing reasonable protective techniques suggested
that you are not located in, under the control of, or a national or resident of any such by us. You further agree that you will be bound by and comply with all of our and all Card
country or on any such list. Organization security rules and regulations as they now exist or as each may be amended
40.4.7. Federal Acquisition Regulations. If you are acquiring the Software on or supplemented from time to time. Notwithstanding the foregoing, the parties recognize
behalf of any part of the United States Government (the “Government”), the following that there is no guarantee or absolute security of information that is communicated over the
provisions apply: Any use, duplication, or disclosure by the Government is subject to the internet.
restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer 40. 7. Privacy. We have adopted online Privacy Statement(s) to inform individuals as to
Software-Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph our online collection and use of personal information. You agree that, during the term of
(c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227- this Agreement, you will adequately communicate and comply with an appropriate privacy
7013, and in similar clauses in the NASA FAR Supplement. We are the policy explaining your online collection and use of the personal information of your
contractor/manufacturer, with the address set forth below. Any use, modification, Customers. Unless required by law, Card Organization Rules, or done pursuant to this
reproduction, release, performance, display or disclosure of the Software and /or the Agreement, you shall not, under any circumstances, sell, purchase, provide, or otherwise
accompanying documentation by the Government or any of its agencies shall be governed disclose any customer’s account information, transaction information, or other personal
solely by the terms of this Agreement and shall be prohibited except to the extent expressly information to any third party. You shall store all data securely. We may advise potential
permitted by the terms of this Section 40. users of the services that we have a relationship with you.

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40.8. Audit Rights. Upon notice to you, we may audit your usage, records and security courier; upon receipt as evidenced by the date of transmission indicated on the transmitted
of the Services, your Customer’s payment processing information, and the services provided material, if by facsimile transmission or e-mail; on the date of delivery indicated on the
hereunder to ensure (i) that you are using the Services in full compliance with the return receipt, if mailed by certified or registered mail; or ten (10) days after mailing, if by
provisions of this Section 40; (ii) that all applicable fees have been paid; (iii) that you are regular mail (or as otherwise required by applicable law). The parties’ addresses may be
adhering to your privacy policy; and; (iv) that you are in full compliance with all applicable changed by written notice to the other party as provided herein.
laws, regulations and rules (including but not limited to Card Organization Rules). Any 40.13. Subcontractors. Processor may subcontract all or part of the Services using a
such audit shall be conducted during regular business hours at your offices and shall not variety of providers globally, but, notwithstanding any such subcontract, Processor shall
interfere unreasonably with your business. remain fully responsible for performance of the Services, including ensuring the compliance
40.9. Indemnification. You shall indemnify, defend, and hold us, our subsidiaries and of subcontractors with the terms of this Agreement applicable to such subcontractors.
affiliates and our and their officers, directors, employees, shareholders, agents and attorneys 40.14. Survival. Upon termination or expiration of this Section 40 or the Agreement, a
from any Claim(s) arising from the conduct of your business, any Transactions submitted party’s obligations shall cease except for those remaining or required to be performed
through the Platform hereunder for payment processing, any false or inaccurate following such termination. For the avoidance of doubt, the parties agree that those
representation made by you or the negligence, fraud, dishonesty or willful behavior of any provisions of this Section that logically should survive its termination or expiration in order
of your employees or agents, or from your failure to strictly comply, in whole or in part, with to accomplish its fundamental purposes will do so. All representations, warranties,
any: (i) terms and conditions pursuant to this Agreement and any addenda hereto or indemnities and covenants made herein shall survive the termination of this Section and
Documentation; or (ii) applicable law, regulations or rules. Upon written notice from us to shall remain enforceable after such termination.
you, you shall immediately undertake the defense of such Claim by representatives of your
own choosing, subject to our reasonable approval. 41. Special Provisions Regarding Main Street Insights
Service Terms and Conditions
40.10. Limitation of Liability.
40.10.1. Processor is not liable for the merit and legitimacy of the orders forwarded by If you elect to utilize the First Data Main Street InsightsSM Solution (“Main Street Insights”)
you. All liability for validity of orders remains with you. We are not responsible for any the terms and condition in this Section 41 shall apply (“Main Street Insights Terms and
data entry errors, Customer misrepresentations, or reporting errors resulting from your Conditions”); and if you were granted a First Data Main Street Insights Temporary
actions. We shall not be liable to you or your Customer for the accuracy of the information Demonstration License, an election for Services under this Section 41 shall serve to
provided by the Platform or our Services. supersede it. Main Street Insights is provided to you by Processor and not Bank. Bank is not
40.10.2. In no event shall we be liable to you, or to any other person or entity, under this liable to you in any way with respect to Main Street Insights. Main Street Insights,
Section 40, or otherwise, for any punitive, exemplary, special, incidental or consequential transactions processed, and other matters contemplated under Section 41 are subject to
damages, including, without limitation, any loss or injury to earnings, profits or goodwill. the terms and conditions of the Agreement, as applicable, except to the extent the terms
directly conflict with the Main Street Insights Terms and Conditions, in which case the
40.10.3. Notwithstanding any provision in this Agreement to the contrary, in no event
Main Street Insights Terms and Conditions will control.
shall our liability under this Section 40 for all Claims arising under, or related to, this
Section 40 exceed, in the aggregate (inclusive of any and all Claims made by you against 41.1. Definitions. Capitalized terms used herein shall have the meanings given to such
us, whether related or unrelated), the lesser of: (i) the total amount of fees paid by you for terms as set forth in Section 41.1 or as defined elsewhere in this Section 41, or the
the our Services during the 12-month period immediately preceding the date the event Agreement.
giving rise to such Claim(s) occurred; or (ii) $50,000.00. “Customer” means a Person who makes a purchase of goods or services from you, the
40.10.4. Notwithstanding provisions set forth herein, we will not be liable for any Claims transaction detail of which is utilized in Main Street Insights.
under this Agreement arising directly or indirectly from or otherwise concerning: (a) any “Customer Information” means information about your Customers (e.g., name,
termination, suspension, delay or disruption of service (including billing for a service) by mailing address, card account number, e-mail address, telephone number) obtained in
the Internet, any common carrier or any third party service provider; (b) any failure, connection with your use of the Services and may be utilized in Main Street Insights.
disruption or malfunction of the Services provided hereunder or the Internet, or any “Data” means transaction data that may include processing data from First Data Merchant
communications network, facility or equipment beyond our reasonable control, whether or Services LLC’s credit and debit information warehouse and other available sources that First
not attributable to one or more common carriers or third party service providers; (c) any Data Merchant Services LLC owns or has a contractual or other right to use in Main Street
failed attempts by you or your Customers to access any Systems or to complete processing Insights.
transactions; or (d) any failure to transmit, obtain or collect data from Customers or for “Device” means a tablet, computer, smartphone or other mobile device, or other device
human, machine or software errors or faulty or your or your Customer’s erroneous input. that you use to access the Main Street Insights website to receive or to which you receive
Except as expressly agreed to by us in writing with respect to any Separate Product, we are communications from Main Street Insights.
not liable for any Excluded Products.
“First Data” means First Data Corporation, which is the parent company of First Data
40.11. DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE AND AGREE Merchant Services LLC.
THAT THE USE OF THE PAYEEZY GATEWAY SERVICES AND DOCUMENTATION ARE
“First Data Main Street Insights Marks” means the trademarks or service marks
AT YOUR SOLE RISK WE MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR
related to Main Street InsightsSM and sub-licensed to you by Processor.
IMPLIED, AND NO IMPLIED AT LAW WARRANTY SHALL ARISE FROM THIS SECTION,
PAYEEZY GATEWAY SERVICES, DOCUMENTATION, OUR PROCEDURES, OTHER “First Data Main Street Insights Solution” or “Main Street Insights
SERVICES PROVIDED OR PERFORMED BY US HEREUNDER, INCLUDING, WITHOUT Solution” means the website or the application associated with Main Street InsightsSM, the
LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS object code version of the Main Street Insights software applications and communications
FOR A PARTICULAR PURPOSE, (B) ANY WARRANTIES OF NONINTERFERENCE OR NON- you receive from the applications. Among other things, Main Street Insights allows
INFRINGEMENT; OR (C) ANY WARRANTIES THAT ANY PRODUCT OR SERVICE merchants to track and visualize information regarding their own revenue, ticket size, and
PROVIDED HEREUNDER (INCLUDING BUT NOT LIMITED TO THE SOFTWARE) WILL (1) Customers contained in the Data and other third party data sources. Main Street Insights
MEET YOUR REQUIREMENTS; (2) OPERATE ACCORDING TO YOUR EXPECTATIONS; (3) may also permit a merchant to compare its performance to groups of similar businesses
PROVIDE ACCURATE DATA; OR (4) OPERATE UNINTERRUPTED OR ERROR FREE. ANY within their industry and/or certain geographic areas using the Data and other third party
AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED BY US AND WAIVED BY data sources, subject to certain limitations. The features and functionality of Main Street
Insights may be modified from time to time by First Data or its third party provider(s). For
YOU. WE DO NOT WARRANT THAT ANY ERRORS WILL BE CORRECTED. EXCEPT AS
the avoidance of doubt, the term “software” in this definition does not include any software
OTHERWISE SPECIFICALLY SET FORTH HEREIN, THE PAYEEZY GATEWAY SERVICES,
that may be obtained by you separately from Main Street Insights (e.g., any applications
(INCLUDING WITHOUT LIMITATION THE PAYEEZY GATEWAY AND SOFTWARE),
downloaded by you). The First Data Main Street Insights Solution is deemed part of the
DOCUMENTATION AND OTHER SERVICES PROVIDED HEREUNDER ARE PROVIDED
“Services,” as defined in and provided under the Agreement.
ON AN “AS-IS, WITH ALL FAULTS” BASIS. THIS DISCLAIMER OF WARRANTIES
CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. All decisions to reject any “Main Street Insights Solution Fees” means the fees charged for your use of the
processing transaction or payment for your products or services are solely your First Data Main Street Insights Solution, which includes additional fees for multiple
responsibility. locations.
40.12. Notices. You agree to notify us of any change in your name, type of business, or “Third Party Services” are the services, products, promotions or applications provided
any other information required on your Merchant Processing Application at least thirty to you by or through someone other than Processor.
(30) business days prior to the effective date of change. Any notice or other communication “User Documentation” means that documentation regarding the operation, guidelines
required or permitted to be given hereunder shall be in writing, addressed or transmitted and features and functionality of Main Street Insights that is made available to you from
to the party to be notified at such party’s address or number at such party’s last known time to time at the website, by internet link or otherwise. User Documentation may be
address or number, and shall be: (i) if sent by us, hand delivered or delivered by facsimile modified from time to time by First Data or its third party provider(s).
transmission, overnight courier or certified, registered, regular mail or e-mail; or (ii) if sent 41.2. License Grant. Subject to the Main Street Insights Terms and Conditions in this
by you, certified or registered mail, postage prepaid return receipt requested to the address Section 41, Processor grants you a personal, limited, non-exclusive, revocable, non-
located in Section A.5 of Part IV of this Agreement. Any notice delivered hereunder shall transferable sub-license, without the right to further sub-license or assign in any way, to
be deemed effective, as applicable, upon delivery, if hand delivered or sent by overnight electronically access and use, solely in the United States, Main Street Insights to manage
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your establishment(s) and analyze associated point of sale activities within the United 41.4.6.4. NOTWITHSTANDING THE CAPABILITY OF CLOVER INSIGHTS TO
States. For purposes of this Section 41, “United States” does not include U.S. Territories or COLLECT AND STORE CUSTOMER INFORMATION, SOME STATES MAY LIMIT YOUR
possessions. Main Street Insights is for your internal business use only. This Section 41 USE OF SUCH INFORMATION ONCE COLLECTED, EVEN IF THE CUSTOMER HAS
does not grant you any rights to First Data Main Street Insights Marks. Except for the license PROVIDED ITS CONSENT, AND/OR YOUR DISCLOSURE OF SUCH INFORMATION TO
expressly granted herein, all intellectual property and proprietary rights in or related to THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT (I) YOUR USE OF
Main Street Insights and First Data Main Street Insights Marks are and will remain the sole CUSTOMER INFORMATION OBTAINED IN CONNECTION WITH CLOVER INSIGHTS
and exclusive property of First Data or its affiliates, vendors, or third party provider(s) (as MAY BE SUBJECT TO LOCAL, STATE, AND/OR FEDERAL LAWS, RULES, AND
applicable), and any and all right, title and interest associated with Main Street Insights REGULATIONS, (II) YOU ARE SOLELY RESPONSIBLE FOR KNOWING SUCH LAWS,
not expressly granted in this Section 41 is deemed withheld. RULES, AND REGULATIONS, AND (III) YOU WILL AT ALL TIME STRICTLY COMPLY
41.3. Restrictions. WITH ALL SUCH LAWS, RULES, AND REGULATIONS.
41.3.1. You may not, nor may you permit any third party, other than employees and agents 41.4.7. You shall comply fully with the requirements of all applicable federal, state and
with a business need, to do any of the following: (a) access or attempt to access Main Street local laws and regulations related to your use of Main Street Insights and provision and use
Insights (or any part) that is not expressly made available for public use; (b) decompile, of Customer Information and point of sale data in connection with Main Street Insights.
disassemble, reverse engineer, or otherwise attempt to reconstruct or discover by any means Furthermore, you are solely responsible for monitoring legal developments applicable to
any source code or any underlying data, ideas or algorithms of Main Street Insights (or any Main Street Insights and the operation of your business, interpreting applicable laws and
part), except to the extent that such restriction is expressly prohibited by law; (c) modify, regulations, determining the requirements for compliance with all applicable laws and
translate, or alter in any manner, Main Street Insights (or any part), or First Data Main regulations, and maintaining an on-going compliance program.
Street Insights Marks; (d) create derivative works of or based on Main Street Insights (or 41.4.8. In connection with Main Street Insights, you shall receive a username and
any part) or Main Street Insights Marks; (e) except for backup and archival purposes, password to access Main Street Insights. You are responsible for securely storing and
directly or indirectly copy Main Street Insights (or any part), except screen shots may be keeping the username and password in accordance with this Section 41.10 below. You will
copied and retained solely for internal business purposes; (f) republish, upload, post, not permit anyone unauthorized by you to use the username and password and you may
transmit, disclose, or distribute (in any format) Main Street Insights (or any part) except only authorize your employees and agents with a business need to use the username and
as expressly permitted herein; (g) access or use (in any format) Main Street Insights (or any password. At such time as multiple usernames and passwords are available, you shall restrict
part) through any time-sharing service, service bureau, network, consortium, or other the use of usernames and passwords to single individuals and you shall monitor use of
means; (h) rent, lease, sell, sublicense, assign, or otherwise transfer your license rights to Main Street Insights to ensure compliance with this Section 41 by those to whom you have
any third party, whether by operation of law or otherwise; (i) use or ship Main Street provided usernames and passwords and you shall keep records regarding who has access
Insights (or any part) outside of the United States, or access Main Street Insights (or any to which usernames and passwords at all times.
part) from outside the United States, without in any case obtaining our advance written 41.5. Equipment. You must obtain all equipment necessary for you to access and use
consent; (j) remove, relocate, or otherwise alter any proprietary rights notices from Main the Main Street Insights website. No communication channel or device to access the website
Street Insights (or any part), or First Data Main Street Insights Marks; (k) perform or is included within the provision of the First Data Main Street Insights Solution, and you
attempt to perform any actions that would interfere with the proper working of Main Street shall be responsible for all such equipment and communication channels, including but not
Insights, prevent access to or use of Main Street Insights by other users, or in our reasonable limited to all device or channel compatibility.
judgment impose an unreasonable or disproportionately large load on Main Street Insights’
infrastructure, network capability or bandwidth; or (l) use Main Street Insights (or any 41.6. Term and Termination. Main Street Insights Terms and Conditions in this
part) except as permitted in Section 41.2. Section 41 shall become effective upon execution hereof and shall end when terminated as
set forth herein. For the avoidance of doubt, except as set forth below, termination of
41.3.2. You shall not take any action inconsistent with the stated title and ownership in Services under Section 41 will not terminate the underlying Agreement. You may terminate
Section 41.2. You will not file any action in any forum that challenges the ownership of any your First Data Main Street Insights Solution services at any time upon thirty (30) days’
part of Main Street Insights, any related software, materials or User Documentation. Failure notice by calling the Customer Service number on your statement. Notwithstanding the
to comply with this provision will constitute a material breach of this Agreement and may foregoing sentence, upon as much advance notice as is commercially practicable, First Data
restrict Processor’s ability to sublicense Main Street Insights to you. Processor has the right
may terminate your access to, and use of Main Street Insights if (i) it is determined that you
to immediately terminate Services under this Section 41, and First Data has the right to
are using Main Street Insights for any fraudulent, illegal, or unauthorized purpose, (ii) you
immediately terminate your access to and use of Main Street Insights in the event of a
violate the Main Street Insights Terms and Conditions or an Event of Default occurs under
challenge by you.
the Agreement, (iii) First Data terminates its agreement with any third parties that are
41.4. Main Street Insights Limitations and Requirements. involved in providing Main Street Insights, or (iv) First Data otherwise decides to
41.4.1. You may access Main Street Insights through your Device using a wired (ethernet) discontinue providing Main Street Insights. You acknowledge and agree that an occurrence
or wireless (wifi or cellular) connection to the Internet. You are solely responsible for the of (i) or (ii) above may be deemed an Event of Default under the Agreement, thereby
payment of any fees that may be imposed by your Internet/data provider. Your use of Main affording Processor and Bank all rights and remedies as set forth in the Agreement triggered
Street Insights may be subject to: (a) the terms of your agreements with your Internet/data by such an Event of Default, which may include immediate termination of the Services
provider; and (b) the availability or uptime of the services provided by your Internet/data under Section 41 without notice.
provider. 41.7. Third Party Services. Main Street Insights may be used in connection with
41.4.2. You may use Main Street Insights to conduct analysis of the Data and third party Third Party Services that you obtain separately for your purposes (e.g., an accounting
data made available through Main Street Insights application and /or other tools made application on your Device). If you decide to use Third Party Services, you will be
available at the website or in the application. responsible for reviewing and understanding the terms and conditions associated with Third
41.4.3. First Data may alter which Devices and browsers are approved as compatible with Party Services (including obtaining and maintaining any required third party hardware
Main Street Insights in its discretion from time-to-time. and /or software that is required for the Third Party Services to work with Main Street
41.4.4. First Data may perform maintenance on Main Street Insights from time to time Insights). Your access of any Third Party Services is at your own risk. Third Party Services
which may result in service interruptions, delays, or errors. Neither First Data nor its affiliates, are not governed by the terms and conditions of this Section 41 or the Agreement. ANY
vendors, or third party provider(s), will be liable for any such interruptions, delays, errors, CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF
or bugs. You agree that First Data or its affiliates, vendors, or third party provider(s) may THIRD PARTY SERVICES (E.G., ACCOUNTING APPLICATION) IS DOWNLOADED AT
contact you in order to assist you with Main Street Insights and obtain information needed YOUR OWN RISK. NEITHER FIRST DATA NOR ITS AFFILIATES, VENDORS, OR THIRD
to identify and fix any errors. PARTY PROVIDER(S), WILL BE RESPONSIBLE FOR ANY ACTIONS OR ANY FAILURES
TO ACT OF ANY THIRD PARTY, AND SUCH LIABILITY RELATED TO ALL THIRD
41.4.5. You shall at all times comply with the User Documentation.
PARTY SERVICES IS EXPRESSLY DISCLAIMED.
41.4.6. You shall comply with the following requirements in connection with your use of
41.8. Account Registration. First Data may require you to register at Main Street
Main Street Insights:
Insights website or through the application. If and when prompted by the registration
41.4.6.1. In the event you are able to discern any information about a particular entity or process, you agree to (a) provide true, accurate, current and complete information about
individual from the information available from Main Street Insights, either alone or with yourself and /or your business, and (b) maintain and update this information to keep it
other information in your possession, you understand and acknowledge that the true, accurate, current and complete. If any information provided by you is untrue,
information may be subject to certain privacy, marketing, insider trading, or other inaccurate, not current or incomplete, First Data has the right to terminate your First Data
applicable laws and you will limit your use thereof in accordance with all applicable laws. Main Street Insights account (“Account”) and refuse any and all current or future use of
41.4.6.2. With respect to each Customer who desires to receive marketing material or Main Street Insights.
other communications from you via text message or email, such Customer must check the 41.9. Privacy and Data Use. All data collected from you in connection with the
appropriate consent or the consent must be provided in writing; you are NOT permitted to Services or in connection with your use of Main Street Insights, including Customer
add or modify a Customer’s consent indication on his behalf. Information and information about your business and employees used with or stored in or
41.4.6.3. You (or your agents acting on your behalf) may only send marketing materials by Main Street Insights (collectively, “Account Data”), is collected by First Data, its
or other communications to the Customer’s provided phone number, street address, and/or affiliates, vendors, and/or third party provider(s) ; therefore, the use and sharing of such
email address if the Customer has specifically consented in writing executed by the Account Data is controlled by the applicable Privacy Policy displayed and available at or
Customer. through a link on the Main Street Insights website. You acknowledge and agree that First
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Data, its affiliates, vendors, and/or third party provider(s) may access your Account Data, including, without limitation, about how to improve Main Street Insights (“Ideas”). By
and our use of your Account Data is governed by the Main Street Insights Terms and submitting any Idea, you agree that: (a) First Data expressly disclaims any confidentiality
Conditions and the Agreement. You also agree that First Data, its affiliates, vendors, and/or obligations or use restrictions, express or implied, with respect to any Idea, (b) your
third party provider(s) may access and use Account Data to provide or enhance Main Street submission will be non-confidential, and (c) First Data is free to use and disclose any Idea
Insights or the Services. on an unrestricted basis without notifying or compensating you and without you claiming
41.10. Protecting Your Information. You are solely responsible for ensuring that any rights therein. You release First Data, its affiliates, vendors, or third party provider(s)
your account numbers, passwords, security questions and answers, login details and any from all liability and obligations that may arise from the receipt, review, use or disclosure of
other security or access information used by you to use or access Main Street Insights are any portion of any Idea.
kept safe and confidential. You must prevent unauthorized access to and use of any Account 41.17. Third Party Beneficiaries. First Data, its affiliates, vendors, or third party
Data. You are responsible for all electronic communications sent to First Data, its affiliates, provider(s) used in providing Main Street Insights are intended third party beneficiaries of
vendors, or third party provider(s) containing Account Data. When First Data receives this Section 41 as applicable, and each of them may enforce its provisions as if it was a
communications containing Account Data, it will assume you sent it to First Data. You party hereto. Except as expressly provided in this Section 41, nothing in this Section 41 is
must immediately notify First Data if you become aware of any loss, theft or unauthorized intended to confer upon any Persons any rights or remedies, and the parties do not intend
use of any Account Data (see Main Street Insights support center contact information for any Persons to be third-party beneficiaries of this Section 41.
below). First Data reserves the right to deny you access to Main Street Insights, in whole 41.18. Limitation of Liability. The cumulative liability to you from First Data, its
or in part, if First Data believes that any loss, theft or unauthorized use of any Account affiliates, vendors, and third party provider(s) for any and all claims arising out of or
Data or access information has occurred. resulting from this Section 41 shall not exceed the total for the Main Street Insights Solution
41.11. Accuracy of Information. You are solely responsible for ensuring the accuracy Fees you paid to the Processor in the twelve months immediately preceding any claim.
of all information and data regarding your business that you provide to First Data, its
42. Special Provisions Regarding Clover Service
affiliates, vendors, and/or third party provider(s) in connection with Main Street Insights
(e.g., Customer Information). First Data, its affiliates, vendors, and /or third party If you elect to use the Clover Service, the following additional terms and conditions of this
provider(s) disclaim any and all liability arising out of any inaccuracies as a result of use of Section 42 shall apply.
such information or data. The Clover Service is provided to you by Processor and not Bank. The Clover Service,
41.12. First Data Main Street Insights Solution Disclaimer. transactions processed, and other matters contemplated under this Section 42 are subject
41.12.1. AS IS. USE OF CLOVER INSIGHTS IS AT YOUR OWN RISK. TO THE to the terms and conditions of the Agreement, as applicable, except to the extent the terms
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOVER INSIGHTS IS of this Section 42 directly conflict with another provision of the Agreement, in which case
PROVIDED “AS IS” AND NEITHER FIRST DATA NOR ITS AFFILIATES, VENDORS, OR the terms of this Section 42 will control; provided however, Bank is not a party to this
THIRD PARTY PROVIDER(S) MAKES ANY REPRESENTATIONS OR WARRANTIES OF Agreement insofar as it applies to the Clover Service, and you acknowledge that Bank is not
ANY KIND (EXPRESS OR IMPLIED) WITH REGARD TO CLOVER INSIGHTS, INCLUDING, liable to you in any way with respect to the Clover Service. For the purposes of this Section,
WITHOUT LIMITATION, WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS 42, the words “we,” “our” and “us” refer only to the Processor and not the Bank.
FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR THAT CLOVER 42.1. Definitions. Capitalized terms used herein shall have the meanings given to such
INSIGHTS WILL FUNCTION UNINTERRUPTED OR ERROR-FREE, OR THAT CLOVER terms as set forth in this Section 42 or as defined in the Glossary or elsewhere in this
INSIGHTS IS SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR Agreement.
THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. “Clover” means Clover Network, LLC
41.12.2. Financial Advice. First Data Main Street Insights Solution does not provide “Clover Marks” means the trademarks or service marks of Clover, an affiliate of
any business, investment or financial advice and is not advocating any business decision or Processor.
the sale or purchase of any real property, stocks, bonds, or securities. First Data expressly
“Clover Service” means any services that Clover provides to you.
states, and you hereby acknowledge, that Main Street Insights is provided solely for
informational purposes and are not to be used as a substitute for independent financial “Customer” means a Person who makes a purchase of goods or services from you, the
investment advice nor are they intended to be relied upon by any person or entity, including transaction for which utilizes the Clover Service.
you or your Customers for the purposes of investment or other financial decisions. Main “Customer Information” means information about your Customers (e.g., name,
Street Insights is not to be construed as providing business or investment advice and should mailing address, e-mail address, telephone number) obtained in connection with your use
not be used or construed, in whole or in part, as a basis or recommendation for an of the Clover Service.
investment or business decision. “Device” means a tablet, smartphone, or other mobile or fixed form factor identified by
41.12.3. Accuracy. While First Data takes commercially reasonable measures to ensure Processor from time to time as compatible with and capable of supporting the Clover
the accuracy of the information and content contained in Main Street Insights, it makes no Service.
representation or warranty of any kind with respect to Main Street Insights. You “Third Party Services” are the services, products, promotions or applications provided
acknowledge and agree that all use of Main Street Insights by you and all other persons by someone other than Processor.
shall be: (i) based upon your own determination and evaluation and (ii) at your sole risk. 42.2. License Grant. During the term of the Agreement, Processor grants you a
At times the Data may include third party data that is appended to the Data and First Data personal, limited, non-exclusive, revocable, non-transferable license, without the right to
has not investigated and does not make any representation or warranty with respect to the sublicense or assign in any way, to electronically access and use the Clover Service solely
accuracy of the third party data. in the United States to manage your establishment and conduct associated point of sale
41.13. Indemnity. Without limiting your indemnification obligations in the Agreement, activities within the United States in accordance with the terms of this Section 42. For
you agree to indemnify and hold First Data, its affiliates, vendors, and third party purposes of this Section 42, “United States” does not include U.S. Territories or possessions.
provider(s) harmless from and against all losses, liabilities, damages, and expenses The Clover Service is for your internal business use only. This Section 42 does not grant you
(including reasonable attorneys’ fees) arising out of or relating to: any rights to the Clover Marks. All intellectual property and proprietary rights in or related
41.13.1. Your failure to comply with all terms and conditions in this Section 41, including to the Clover Service and the Clover Marks are and will remain our, our affiliates’, our
but not limited to User Documentation; vendors’, or our licensors’ (as applicable) sole and exclusive property, and any and all right,
41.13.2. Your use (alone or in combination with any other information) of any Customer title and interest associated with the Clover Service not expressly granted by Processor in
Information, reports, information or analytics obtained in connection with your use of this Section 42 are deemed withheld.
Main Street Insights; 42.3. Restrictions. You may not, nor may you permit any third party to do any of the
41.13.3. The content or delivery of any marketing messages that you send or cause to be following: (a) access or attempt to access the Clover Service (or any part) that is not
sent to any Customer phone number or email address collected through the use of Main intended or made available for public use; (b) decompile, disassemble, reverse engineer, or
Street Insights; or otherwise attempt to reconstruct or discover by any means any source code, underlying
41.13.4. Any other party’s access and /or use of Main Street Insights with your unique ideas or algorithms of the Clover Service (or any part), except to the extent that such
username, password, or other appropriate security code. restriction is expressly prohibited by law; (c) modify, translate, or alter in any manner, the
Clover Service (or any part) or the Clover Marks; (d) create derivative works of or based
41.14. Notices. First Data, its affiliates, vendors, and /or third party provider(s) may on the Clover Service (or any part) or the Clover Marks; (e) except for backup and archival
provide notices and other information regarding Main Street Insights to you via the purposes, directly or indirectly copy the Clover Service (or any part); (f) republish, upload,
method(s) described in the Agreement. post, transmit, disclose, or distribute (in any format) the Clover Service (or any part) except
41.15. Amendment. First Data has the right to: (i) require changes or addition to the as permitted herein; (g) access or use (in any format) the Clover Service (or any part)
Main Street Insights Terms and Conditions in Section 41 at any time, and (ii) change, delete, through any time-sharing service, service bureau, network, consortium, or other means; (h)
discontinue, or impose conditions on any feature or aspect of Main Street Insights with rent, lease, sell, sublicense, assign, or otherwise transfer your license rights to any third
notice provided to you as set forth in the Notices section of the Section 41. Any use of Main party, whether by operation of law or otherwise; (i) use or ship the Clover Service (or any
Street Insights after the publication of any such changes shall constitute your acceptance part) outside of the United States, or access the Clover Service (or any part) from outside
of the Main Street Insights Terms and Conditions as modified. the United States, without in any case obtaining our advance written consent; (j) remove,
41.16. Ideas. You may choose to, or First Data, its affiliates, vendors, or third party relocate, or otherwise alter any proprietary rights notices from the Clover Service (or any
provider(s) may invite you to, submit comments or ideas about Main Street Insights, part) or the Clover Marks; (k) perform or attempt to perform any actions that would
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interfere with the proper working of the Clover Service, prevent access to or use of the Processor otherwise decides to discontinue providing the Clover Service. You acknowledge
Clover Service by other users, or in our reasonable judgment impose an unreasonable or and agree that an occurrence of (a) or (b) above may be deemed an Event of Default under
disproportionately large load on our infrastructure, network capability or bandwidth; or the Agreement, thereby affording Processor and Bank all rights and remedies as set forth in
(l) use the Clover Service (or any part) except as permitted in subsection 42.2 above. the Agreement triggered by such an Event of Default, which may include immediate
You shall not take any action inconsistent with the stated title and ownership in subsection termination of the Agreement without notice.
42.2 above. You will not file any action, in any forum that challenges the ownership of any 42.7. Third Party Services. The Clover Service may contain links to Third Party
part of the Clover Service, any related software, materials or documentation. Failure to Services (e.g., an application marketplace). If you decide to use Third Party Services, you
comply with this provision will constitute a material breach of this Agreement. We have the will be responsible for reviewing and understanding the terms and conditions associated
right to immediately terminate your access to and use of the Clover Service in the event of with Third Party Services (including obtaining and maintaining any required third party
a challenge by you. hardware and /or software that is required for the Third Party Services to work with the
42.4. Clover Service Limitations and Requirements. Clover Service). Your access of any Third Party Services is at your own risk. Third Party
42.4.1. You may access the Clover Service through your Device using a wired (ethernet) Services are not governed by the terms and conditions of this Section 42 or the Agreement.
or wireless (wifi or cellular) connection to the Internet. You are solely responsible for the ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF
payment of any fees that may be imposed by your Internet/data provider. Your use of the THIRD PARTY SERVICES (E.G., APPLICATION MARKETPLACE AND ANY APPS
Clover Service may be subject to: (a) the terms of your agreements with your Internet/data AVAILABLE AT SUCH APPLICATION MARKETPLACE) IS DOWNLOADED AT YOUR
provider; and (b) the availability or uptime of the services provided by your Internet/data OWN RISK. PROCESSOR WILL NOT BE RESPONSIBLE FOR ANY ACTIONS OR ANY
provider. FAILURES TO ACT OF ANY THIRD PARTY, AND PROCESSOR EXPRESSLY DISCLAIMS
ANY LIABILITY RELATED TO ALL THIRD PARTY SERVICES. PROCESSOR DOES NOT
42.4.2. You may use the Clover Service to conduct point of sale activities offline;
WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD
transactions initiated offline will be queued and submitted for authorization when Internet
PARTY SERVICE OR PRODUCT ADVERTISED OR OFFERED THROUGH THE CLOVER
connectivity to the Clover System is restored. However, you assume all risk, responsibility
SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY
and liability associated with any transaction that you choose to conduct while the Clover
BANNER OR OTHER ADVERTISING, AND PROCESSOR WILL NOT BE A PARTY TO OR
Service is used offline.
IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND PROVIDERS OF
42.4.3. The Clover Service does not function with every mobile device. Processor may THIRD PARTY SERVICES OR PRODUCTS.
alter which Devices are approved as compatible with the Clover Service in our discretion
42.8. Account Registration. We may require you to register and create a “Member”
from time-to-time.
or “Merchant” account to use the Clover Service. If and when prompted by our registration
42.4.4. We may perform maintenance on the Clover Service from time to time which may process, you agree to (a) provide true, accurate, current and complete information about
result in service interruptions, delays, or errors. We will not be liable for any such yourself and /or your business, and (b) maintain and update this information to keep it
interruptions, delays, errors, or bugs. You agree that we may contact you in order to assist true, accurate, current and complete. If any information provided by you is untrue,
you with the Clover Service and obtain information needed to identify and fix any errors. inaccurate, not current or incomplete, we have the right to terminate your Clover Service
42.4.5. You shall at all times comply with any operating procedures, requirements, or account (“Account”) and refuse any and all current or future use of the Clover Service.
guidelines regarding your use of the Clover Service that are posted on the Clover website 42.9. Privacy and Data Use. All data collected from you at www.clover.com or in
or otherwise provided or made available to you (collectively, “Clover Ops Guide”). connection with your use of the Clover Service, including Customer Information and
42.4.6. You shall comply with the following requirements in connection with your use of information about your business and employees used with or stored in or by the Clover
the Clover Service: Services (collectively, “Account Data”), is collected by Clover and not Processor or Bank;
a) With respect to each Customer who requests the delivery of transaction receipts via therefore, the use and sharing of such Account Data is controlled by the Clover Privacy
text message or email, such Customer must enter his phone number or email address Policy (available at https://www.clover.com/privacy_policy). You acknowledge and agree
in the appropriate space displayed on the Device himself; you are NOT permitted to add that we may access your Account Data upon our request to Clover, and our use of your
or modify any Customer Information (including but not limited to phone number and Account Data is governed by the terms set forth in the Agreement.
email address) on behalf of a Customer. 42.10. Protecting Your Information. You are solely responsible for ensuring that
b) With respect to each Customer who desires to receive marketing material or other your account numbers, passwords, security questions and answers, login details and any
communications from you via text message or email, such Customer must check the other security or access information used by you to use or access the Clover Service are kept
appropriate consent check box displayed on the Device himself; you are NOT permitted safe and confidential. You must prevent unauthorized access to and use of any Account
to add or modify a Customer’s consent indication on his behalf. Data. You are responsible for all electronic communications sent to us or to any third party
c) You (or your agents acting on your behalf) may only send marketing materials or other (including Clover) containing Account Data. When we receive communications containing
communications to the Customer’s provided phone number, street address, and /or Account Data, we assume you sent it to us. You must immediately notify us if you become
email address if the Customer has specifically consented by checking (himself) the aware of any loss, theft or unauthorized use of any Account Data. We reserve the right to
applicable box displayed on the Device. deny you access to the Clover Service, in whole or in part, if we believe that any loss, theft
d) NOTWITHSTANDING THE CAPABILITY OF THE CLOVER SERVICE TO COLLECT or unauthorized use of any Account Data or access information has occurred.
AND STORE CUSTOMER INFORMATION AND TO ALLOW YOUR CUSTOMERS TO 42.11. Accuracy of Information. You are solely responsible for ensuring the accuracy
ELECT TO RECEIVE MARKETING MATERIALS FROM YOU, SOME STATES MAY of all information and data regarding your business that you provide to us or our service
LIMIT YOUR USE OF SUCH INFORMATION ONCE COLLECTED, EVEN IF THE providers in connection with the Clover Service (e.g., menus loaded onto the Device). In
CUSTOMER HAS PROVIDED HIS CONSENT, AND/OR YOUR DISCLOSURE OF addition, you are solely responsible for verifying that all information and data loaded onto
SUCH INFORMATION TO THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE a Device by us or our service providers at your request are accurate prior to your business
THAT (I) YOUR USE OF CUSTOMER INFORMATION OBTAINED IN CONNECTION use of such Device. We and our service providers disclaim any and all liability arising out
WITH THE CLOVER SERVICE MAY BE SUBJECT TO LOCAL, STATE, AND/OR of any inaccuracies with respect to such information or data.
FEDERAL LAWS, RULES, AND REGULATIONS, (II) YOU ARE SOLELY RESPONS- 42.12. Clover Service Disclaimer. USE OF THE CLOVER SERVICE OR ANY
IBLE FOR KNOWING SUCH LAWS, RULES, AND REGULATIONS, AND (III) YOU EQUIPMENT PROVIDED WITH THE CLOVER SERVICE IS AT YOUR OWN RISK. TO
WILL AT ALL TIME STRICTLY COMPLY WITH ALL SUCH LAWS, RULES, AND THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CLOVER SERVICE
REGULATIONS. IS PROVIDED “AS IS” AND PROCESSOR MAKES NO REPRESENTATIONS OR WAR-
e) If TransArmor software is resident on your Device at the time we provide you with the RANTIES OF ANY KIND (EXPRESS OR IMPLIED) WITH REGARD TO THE CLOVER
Device and therefore part of the Clover Service, it will be used to perform such SERVICE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF ACCURACY,
encryption and tokenization (“TransArmor Service”) and the additional terms set forth MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGE-
in Section 39 apply. However you will only receive the applicable TransArmor service MENT, OR THAT THE CLOVER SERVICE WILL FUNCTION UNINTERRUPTED OR
subscribed by you as set forth in the Application. ERROR-FREE, OR THAT THE CLOVER SERVICE IS SECURE, FREE OF VIRUSES OR
f) You are responsible to provide and obtain any disclosures and consents related to the OTHER HARMFUL COMPONENTS OR THAT ANY DEFECTS OR ERRORS WILL BE
E-SIGN Act that may be required in connection with your communications and CORRECTED.
agreements with your Customers. 42.13. Indemnity. Without limiting your indemnification obligations in the Agreement,
42.5. Fees. You shall pay Processor the fees for Clover Service as set forth on the you agree to indemnify and hold us harmless from and against all losses, liabilities, damages,
Application. and expenses (including reasonable attorneys’ fees) arising out of or relating to:
42.6. Term and Termination. The Clover Service may be terminated at any time by a) Your failure to comply with all terms and conditions in this Section 42, including but not
either party upon thirty (30) days’ written notice to the other party. Notwithstanding the limited to the Clover Ops Guide;
foregoing sentence, upon as much advance notice as is commercially practicable, we may b) Your use of any Customer Information obtained in connection with your use of the
suspend or terminate the Clover Service if (a) we determine that you are using Clover Clover Service;
Service for any fraudulent, illegal, or unauthorized purpose, (b) you violate the terms of this c) The content or delivery of any marketing messages that you send or cause to be sent to
Section 42 or an Event of Default occurs under the Agreement, (c) we terminate our any Customer phone number or email address collected through the use of the Clover
agreement with any third parties that are involved in providing the Clover Service, or (d) Service; or
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d) Any other party’s access and/or use of the Clover Service with your unique username, 44. Special Provisions Regarding Clover Care
password, or other appropriate security code.
44.1. If you purchase Clover Care, “Included Equipment” means equipment listed in the
42.14. Notices. We may provide notices and other information regarding the Clover Equipment Details section of this Agreement. Clover Care replaces, at no additional charge
Service to you via the method(s) described in the Agreement or in the E-Sign Consent to you, Included Equipment that has failed during the Clover Care Term due to
Agreement set forth below. manufacturer defects in materials or workmanship, normal wear and tear from use in your
42.15. Amendment. We have the right to change or add to the terms of this Section 42 business, and accidental damage from handling. Merchants with Included Equipment
at any time, and to change, delete, discontinue, or impose conditions on any feature or located in New York: see below for material limitations on Clover Care protection.
aspect of the Clover Service with notice provided to you as set forth in subsection 42.14 44.2. Clover Care protection begins when we ship you the Included Equipment and
above. Any use of the Clover Service after our publication of any such changes shall continues for three years from that date, (the “Clover Care Term”). Clover Care protection
constitute your acceptance of this Agreement as modified. extends to replacement devices for the remainder of the original unit’s Clover Care Term.
42.16. Ideas. You may choose or we may invite you to submit comments or ideas about (a) During the Clover Care Term, Clover Care protection is limited to 3 replacements per
the Clover Service, including, without limitation, about how to improve the Clover Service device listed in this Agreement.
(“Ideas”). By submitting any Idea, you agree that: (a) we expressly disclaim any
confidentiality obligations or use restrictions, express or implied, with respect to any Idea, (b) We reserve the right to replace Included Equipment with refurbished units. You
(b) your submission will be non-confidential, and (c) we are free to use and disclose any acknowledge that Clover Care protection extends only to the functionality of devices,
Idea on an unrestricted basis without notifying or compensating you. You release us from and not to cosmetic appearance or other non-functional matters.
all liability and obligations that may arise from our receipt, review, use or disclosure of any (c) If the model of unit to be replaced is no longer in inventory, we reserve the right to
portion of any Idea. replace that unit with a model of the same or better functionality. Under no
42.17. Third Party Beneficiaries. Processor’s Affiliates and any Persons Processor circumstances will we pay or credit you with cash in lieu of a replaced unit.
uses in providing the Clover Service are intended third party beneficiaries of this Section 44.3. For assistance with a failed unit, contact Customer Service. If we confirm that the
42, and each of them may enforce its provisions as if it was a party hereto. Except as unit is eligible for replacement, we will ship you a replacement unit at no additional cost.
expressly provided in this subsection 42.17, nothing in this Section 42 is intended to confer We reserve the right to replace each failed unit of your Included Equipment with
upon any Persons any rights or remedies, and the parties do not intend for any Persons to refurbished equipment. You may elect to purchase a new unit at our then-current rates if
be third-party beneficiaries of this Section 42. you do not want a refurbished unit, but we will not apply any credit to the purchase price
of a new unit.
43. Special Provisions Regarding Clover Go Service
(Mobile Payments) 44.4. You must return each failed unit and its related accessories to us within 45 days after
receiving the replacement unit. The package containing the replacement unit will include
If you elect to use the Clover Go Service, the following additional terms and conditions of a prepaid shipping label for returning the failed unit. You must ship the failed unit
this Section 43 shall apply. (including any related unit accessories) in the same container we used to ship you the
The Clover Go service is provided to you by Processor and not Bank. The Clover Go service, replacement unit. If you do not return a failed unit (or any related accessories) to us within
transactions processed, and other matters contemplated under this Section 43 are subject 45 days, we will charge you our then-current rate for that unit or accessory.
to the terms and conditions of the Agreement, as applicable, except to the extent the terms 44.5. Exclusions. Clover Care does not:
of this Section 43 directly conflict with another provision of the Agreement, in which case (a) Replace or otherwise protect Included Equipment in cases of loss, theft, intentional
the terms of this Section 43 will control; provided however, Bank is not a party to this damage, or damage to units incurred incidentally to fire or flood damage to your
Agreement insofar as it applies to the mobile payments service, and you acknowledge that business premises. Clover Care is void if you breach this Agreement or your merchant
Bank is not liable to you in any way with respect to the mobile payments service. For the processing agreement. Clover Care is not insurance nor a substitute for insurance; or
purposes of this Section, 43, the words “we,” “our” and “us” refer only to the Processor and (b) Apply to defects or damage resulting from software, interfaces, or supplies we do not
not the Bank. provide; loss or damage in transit between your locations; your or your vendors’ or
43.1. Your mobile payments service (“Clover Go Service”) enables you to accept card- users’ improper site preparation; or failure to follow written instructions on proper use
based payments using (a) a smart phone or other supported mobile device that you provide, of the Included Equipment.
(b) an approved card reader you obtain from us (“Clover Go Reader”), and (c) an (c) Merchants with Included Equipment located in New York: see Section 44.7 for material
application (“Clover Go App”) that you download from the Apple App Store or Google additional exclusions.
Play. The Clover Go Service does not support offline point of sale activities and requires
44.6. We may charge you our then-current rate for any returned unit that: (1) the
Internet connectivity for proper functioning. We may update the Clover Go Service from
Agreement excludes from Clover Care, (2) has an expired Clover Care Term, (3) does not
time to time.
match the serial number of a unit for which you purchased Clover Care, or (4) results in a
43.2. Only Apple iOS and Google Android operating systems are compatible with the no-problem found claim (an “NPF Claim”). An NPF Claim will result if a factory technician
Clover Go Service, and only certain types of mobile devices using Apple iOS and Google could not reproduce your reported defect in the returned unit or the returned unit performs
Android are supported for the Clover Go App and Clover Go Service. Please contact us for to specifications within the factory’s automated quality assurance testing program.
information on whether a particular mobile device is supported for the Clover Go App and
44.7. New York Merchants. For Included Equipment located in New York, Clover Care
Clover Go Service.
protection does not include damage arising from normal wear and tear (except as arising
43.3. Additional terms of use (“Clover Go Terms”) apply to the Clover Go Service. From from product defect) or accidental damage from handling.
time to time, Clover Go Terms will be presented to you electronically on an “in-application”
(a) Subject to the conditions and exclusions set forth in this Agreement, Clover Care
basis, and you will be required to “click to agree” before being permitted to use the Clover
replaces, at no additional charge to you, Included Equipment that has failed due to
Go App. If we update the Clover Go Terms you will be required to “click to agree” to the
manufacturer defects in materials or workmanship.
updated Clover Go Terms in order to use the Clover Go App again.
(b) In addition to the exclusions above, Clover Care does not replace or otherwise protect
43.4. TO USE THE CLOVER GO SERVICE, YOU MUST ALSO BE USING, AT A
Included Equipment arising from causes other than manufacturer defects in material or
MINIMUM, THE TRANSARMOR℠ DATA PROTECTION SERVICE, which is sometimes
workmanship, including without limitation: damage resulting from smashed or cracked
referred to as “TransArmor Tokenization and Encryption”. You may also choose to use the
units or screens; extraneous materials in the interior of the unit; contact with liquids;
Clover Security Plus Solution Services, which includes the TransArmor Data Protection
missing unit covers; melted or burnt units; cosmetic damage; your or your vendors’ or
Service.
users’ improper or inadequate maintenance; or other visible damage. Clover Care is
43.5. If you are already using the single-token version of either the TransArmor Data void if you breach this Agreement. Clover Care is not insurance nor a substitute for
Protection Service or Clover Security Plus Services, then no additional TransArmor products insurance.
are needed for the Clover Go Service.
(c) You acknowledge that the Fees charged by us are not reduced for Included Equipment
43.6. If you are using the Payeezy Gateway or if you accept card-not-present payments
located in New York, even though there are lesser protections provided and broader
(for example, Internet payments), you may need a different TransArmor product. Please
exclusions.
contact us for information.
43.7. If you are not already using a TransArmor product, then you must first sign an 45. Special Provisions Regarding Commercial Card
agreement for an eligible TransArmor product. Interchange Service
43.8. USE OF CLOVER GO READERS IS AT YOUR OWN RISK. TO THE MAXIMUM
45.1. You agree that your merchant account may utilize the Commercial Card Interchange
EXTENT PERMITTED BY APPLICABLE LAW, CLOVER GO READERS ARE PROVIDED
Service (CCIS).
“AS IS,” AND WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND
(EXPRESS OR IMPLIED) WITH RESPECT TO CLOVER GO READERS, INCLUDING BUT 45.2. Visa and Mastercard apply different interchange rates to commercial card transactions
NOT LIMITED TO: (a) WARRANTIES OF QUALITY, ACCURACY, MERCHANTABILITY, based on the level of transaction detail you provide in your settlement files. Including the
FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, (b) ANY sales tax amount for your commercial card transactions can help you qualify for lower
WARRANTY THAT THE CLOVER GO READERS WILL FUNCTION UNINTERRUPTED interchange rates (although other qualification factors also apply). If you are not collecting
OR ERROR-FREE, (c) ANY WARRANTY THAT ANY DEFECTS OR ERRORS WILL BE the sales tax amount yourself and transmitting it in your settlement file, CCIS will calculate
CORRECTED, OR (d) ANY WARRANTY THAT THE CLOVER GO READERS ARE and transmit the sales tax amount for those commercial card transactions that will qualify
SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. for lower interchange rates.
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45.3. This service does not affect (1) the total amount of any submitted transaction, or (2) 47.5. Severability. The parties intend every provision of this Agreement to be severable.
your sales tax collection or reporting obligations under any tax laws or regulations that If any part of this Agreement is not enforceable, the remaining provisions shall remain valid
apply to you or your business. Our fee for CCIS is the percentage listed on your Merchant and enforceable.
Processing Application of the resulting interchange savings for Visa and Mastercard 47.6. Entire Agreement; Waiver. This Agreement constitutes the entire Agreement
transactions, as applicable. between the parties with respect to the subject matter thereof, and supersedes any previous
45.4. If a transaction is fully or partially exempt, you should enter the tax amount (even agreements and understandings. A party’s waiver of a breach of any term or condition of this
if that amount is $0.00) as CCIS applies your local tax rate to the full amount of transactions Agreement shall not be deemed a waiver of any subsequent breach of the same or another
when the prompt is bypassed. term or condition.
46. Choice of Law; Venue; Waiver of Jury Trial 47.7. Amendment. We may modify any provision of this Agreement by providing
written notice to you. You may choose not to accept the requirements of any such change
46.1. Choice of Law. Choice of Law. Our Agreement shall be governed by and by terminating the Agreement within twenty (20) days of receiving notice. If you choose
construed in accordance with the laws of the State of New York (without regard to its choice to do so, notify us that you are terminating for this reason so that we may waive any early
of law provisions). termination fee that might otherwise apply. For purposes of this section, an electronic or
46.2. Venue. We have substantial facilities in the State of New York and many of the “click-wrap” notice intended to modify or amend this Agreement and which you check “I
services provided under this Agreement are provided from these facilities. The exclusive Accept” or “I Agree” or otherwise accept through an electronic process, shall constitute in
venue for any actions or claims arising under or related to this Agreement shall be in the writing as required herein. This Section 47.7 does not apply to fee changes, which are
appropriate state or federal court located in Suffolk County, New York. governed by Sections 26.4 and 26.5.
46.3. Waiver of Jury Trial. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL 47.8. Third Party Beneficiaries. Our respective Affiliates and any Persons we use in
RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING providing the Services are third party beneficiaries of this Agreement and each of them may
INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. enforce its provisions as it was a party hereto. Except as expressly provided in this
47. Other Terms Agreement, nothing in this Agreement is intended to confer upon any Person any rights or
remedies, and the parties do not intend for any Persons to be third-party beneficiaries of this
47.1. Force Majeure. No party shall be liable for any default or delay in the Agreement.
performance of its obligations under this Agreement if and to the extent such default or
47.9. Card Organization Rules. The parties acknowledge that the Visa, Mastercard,
delay is caused, directly or indirectly, by (i) fire, flood, earthquake, elements of nature or
Discover Network, and PayPal Card Organization Rules give Visa, Mastercard, Discover
other acts of God; (ii) any terrorist attacks or outbreak or escalation of hostilities, war, riots
Network, and PayPal certain rights to require termination or modification of this Agreement
or civil disorders in any country; (iii) any act or omission of the other party or any
with respect to transactions involving Visa, Mastercard, Discover Network, and PayPal
government authority; (iv) any labor disputes (whether or not employees’ demands are
Cards and the Visa, Mastercard, Discover Network, and PayPal Card systems and to
reasonable or within the party’s power to satisfy); or (v) the nonperformance by a Person
investigate you. The parties also acknowledge that issuers of other Cards, for which we
for any similar cause beyond the reasonable control of such party, including without
perform services on your behalf, may have similar rights under their applicable Card
limitation, failures or fluctuations in telecommunications or other equipment. In any such
Organization Rules with respect to this Agreement’s applicability to transactions involving
event, the non-performing party shall be excused from any further performance and such other Cards.
observance of the obligations so affected only for as long as such circumstances prevail and
such party continues to use commercially reasonable efforts to recommence performance 47.10. Publicity. Client may not use the logo, name, trademark, or service mark of
or observance as soon as practicable. Notwithstanding anything to the contrary in this Processor and/or Bank in any manner, including without limitation, in any advertisements,
paragraph, your failure to receive payment or funds from a Person shall not excuse the displays, or press releases, without the prior written consent of Processor and Bank.
performance of your obligations to us under this Agreement. 47.11 E-SIGN CONSENT AGREEMENT
47.2. Compliance with Laws. In performing its obligations under this Agreement, 1. Consent
each party agrees to comply with all laws and regulations applicable to it. You further agree By signing the Confirmation Page, you consent and agree that:
to cooperate and provide information requested by Servicers, as Servicers determine a. Processor can provide disclosures required by law and other information about your
necessary, to facilitate Servicers compliance with any applicable law including without legal rights and duties to you electronically.
limitation the rules and regulations promulgated by the Office of Foreign Assets Control of b. Where required or requested, your electronic signature (via “click-through” or other
the US Department of the Treasury. You further acknowledge and agree that you will not use method) on agreements and documents relating to the Clover Service has the same
your merchant account and /or the Services for illegal transactions, for example, those effect as if you signed them in ink.
prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 et
seq, as may be amended from time to time, or those involving any Person listed on the U.S. c. Processor can send all communications, billing statements, amendments to the Clover
Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals Service, notices, and other disclosures or information regarding the Clover Service or
and Blocked Persons List (available at www.treas.gov/ofac) or the U.S. Department of State’s your use of the Clover Service or the Services as defined in the Agreement (collectively
Terrorist Exclusion List (available at www.state.gov), or for the processing and acceptance defined as “Disclosures”) to you electronically (1) via e-mail, (2) by access to a web site
of transactions in certain jurisdictions pursuant to 31 CFR Part 500 et seq. and other laws that we designate in an e-mail notice we send to you at the time the information is
enforced by the Office of Foreign Assets Control (“OFAC”) or in connection with illegal available, or (3) to the extent permissible by law, by access to a website that we will
activity of any kind. generally designate in advance for such purpose.
d. If you want a paper copy, you can print a copy of the Disclosure or download the
47.3. Notices. Except as otherwise specifically provided, all notices and other commun-
information for your records.
ications required or permitted hereunder (other than those involving normal operational
matters relating to the processing of Card transactions) shall be in writing, if to you at your e. This consent applies to all future Disclosures sent to you in connection with the Clover
address appearing in the Application or by any electronic means, including but not limited Service, the Agreement, or your use of the Clover Service or the Services as defined in
to the e-mail address you have provided on the Application. If to us at our address appearing the Agreement.
in Section A.5 of Part IV of this Agreement, with a copy to First Data Merchant Services 2. Legal Effect
LLC, 4000 NW 120th Avenue, MS/CON-WISO SMB, Coral Springs, FL 33065, Attention: By consenting, you agree that electronic Disclosures have the same meaning and effect as
Legal Dept., and Notices shall be deemed to have been given (i) if sent by mail or courier, if Processor provided paper Disclosures to you. When Processor sends you an email or
upon the earlier of five (5) days after mailing or when actually received or, in the case of other electronic notification alerting you that the Disclosure is available electronically and
courier, when delivered, and (ii) if sent by facsimile machine, when the courier makes it available online, that shall have the same meaning and effect as if Processor
confirmation copy is actually received. Notice given in any other manner shall be effective provided a paper Disclosure to you, whether or not you choose to view or print or download
when actually received. Notices sent to the your last known address (including e-mail the Disclosure.
address), as indicated in our records, shall constitute effective notice to the Merchant under
this Agreement. If you change your address (including your e-mail address), you must
notify us at least 30 days prior of the effective date of any such change. Failure to provide
us with a valid address (including e-mail address) may result in the termination of the
Agreement. All such notices must include the related merchant name and merchant
number. Failure to provide Notice to this address or include this pertinent merchant
information will be deemed ineffective. All notices must include your merchant name(s)
and merchant number(s). Failure to provide notice in the manner described in this Section
will be deemed ineffective.
47.4. Headings. The headings contained in this Agreement are for convenience of
reference only and shall not in any way affect the meaning or construction of any provision
of this Agreement.

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 48. Glossary statutes, regulations, or any other theory, including any question relating to the existence,
validity, performance, construction, interpretation, enforcement, or termination of the
As used in this Agreement, the following terms mean as follows: Agreement or prior Card acceptance agreements or the relationship resulting therefrom.
Address Verification Service (“AVS”): A service provided through which the Contactless Payment: Payment performed in a Card-Present Environment with a
merchant verifies the Cardholder’s address, in whole or in part. Primarily used by Contactless card or Payment Device (e.g., Mobile phone) at the Point-of-Transaction.
Mail /Telephone / Internet order merchants, Address verification is intended to deter
fraudulent transactions, however, an AVS Match does not guarantee that a transaction is Client: The party identified as “Client” on the Application. The words “Subscriber,” “you”
valid. An AVS request should generally be submitted with an authorization request. The AVS and “your” refer to Client. Also, sometimes referred to as “Merchant.”
response, if available, however will not impact whether any associated authorization request Credit: A refund or price adjustment given for a previous purchase transaction.
is approved or denied. You may be charged an AVS fee for any AVS request you submit even Credit Card: a payment account that is (a) presented to you in various forms (including
if we are not able to provide a response to the request. cards, fobs, tags, mobile devices, or virtual forms), (b) bears the Mark of a Payments
Affiliate: Person that, directly or indirectly, (i) owns or controls a party to this Agreement Organization, and (c) enables the Cardholder to buy goods or services on credit.
or (ii) is under common ownership or control with a party to this Agreement. Credit Draft: A document evidencing the return of merchandise by a Cardholder to a
Application: the Application for Services executed by you. Client, or other refund or price adjustment made by the Client to the Cardholder, whether
Authorization: approval by, or on behalf of, the Issuer to validate a transaction. An electronic, paper or some other form, all of which must conform to Card Organization
Authorization indicates only that the Issuer has confirmed there is sufficient availability of Rules and applicable law.
funds on the Cardholder’s account at the time the Authorization is requested. Credit Limit: The credit line set by the Issuer for the Cardholder’s Credit Card account.
Authorization Approval Code: A number issued to a participating merchant by the Customer Activated Terminal (CAT): A magnetic stripe terminal or chip-reading
Authorization Center which confirms the Authorization for a sale or service. device (such as an automatic dispensing machine, Limited Amount Terminal, or Self-Service
Authorization and Capture: Refers to the communication of instructions from your Terminal) that is not an ATM.
POS device or other systems to our computer systems, whether the communications are for Data Usage Charge: Charged to you for our processing of Sales Data sent to us.
authorization requests or any other capture of information. Debit Card: a payment account that is (a) presented to you in various forms (including
Authorization Center: A department that electronically communicates a merchant’s cards, fobs, tags, mobile devices, or virtual forms), (b) bears the Mark of a Payments
request for Authorization on Credit Card transactions to the Cardholder’s bank and Organization, and (c) enables the Cardholder to buy goods or services by debiting the
transmits such Authorization to the merchant via electronic equipment or by voice Cardholder’s bank account or stored value/prepaid account.
Authorization. Dial-Up Terminal: An Authorization device which, like a telephone, dials an
Bank: The bank identified on the Application signed by you. Authorization Center for validation of transactions.
Bankruptcy Code: Title 11 of the United States Code, as amended from time to time. Discount Rate: A percentage rate and/or amount charged to a merchant for processing
Batch: A single Submission to us of a group of transactions (sales and Credits) for its qualifying daily Credit Card and Non-PIN Debit Card transactions, as set forth in the
settlement. A Batch usually represents a day’s worth of transactions. Application. Transactions that fail to meet applicable interchange requirements will be
charged additional amounts as set forth in Section 26.1.
Business Day: Monday through Friday, excluding Bank holidays.
Electronic Benefit Transfer (EBT): An Electronic Benefits Transfer system used to
Card: See either Credit Card or Debit Card. deliver certain government delivered benefits, including without limitation Cash Benefits
Cardholder: Means the Person whose name is embossed on a Card and any authorized and FNS, SNAP and WIC Benefits, to EBT customers.
user of such Card, also referred to as Card Member by American Express. Electronic Draft Capture (EDC): A process which allows a merchant’s Dial-Up
Cardholder Information: the data contained on a Card, or otherwise provided to you, Terminal to receive Authorization and capture transactions, and electronically transmit
that is required by the Payments Organization or us in order to process, approve and/or them to the Processor. This eliminates the need to submit paper for processing.
settle a Card transaction, including the names, addresses and Card account numbers of EMV Upgrade Costs: the costs you agree to incur to upgrade payment acceptance and
Cardholders. processing hardware and software to enable you to accept and process EMV-enabled Cards
Card Not Present Sale/Transaction: A transaction that occurs when the Card is in a manner compliant with the PCI DSS.
not present at the point-of-sale, including Internet, mail-order and telephone-order Card Entity: Means a corporation, partnership, sole proprietorship, trust, association, or any
sales. other legally recognized entity or organization.
Card Verification Codes: A three-digit value printed in the signature panel of most Factoring: The submission of authorization requests and/or Sales Drafts by a merchant
Cards and a four-digit value printed on the front of an American Express Card. Visa’s Card for Card sales or cash advances transacted by another business. Factoring is prohibited.
Verification Code is known as CVV2; Mastercard’s Card Verification Code is known as
CVC2; the Card Verification Codes for Discover Network, PayPal and American Express are Fixed Acquirer Network Fee (FANF): Fee that applies to the acceptance of all Visa
known as a Card Identification Numbers (CID). Card Verification Codes are used to deter branded products and is based on both the size and the number of merchant locations. The
fraudulent use of an account number in a non-face-to-face environment, (e.g., mail orders, fee will be assessed per merchant Taxpayer ID, based on the number of merchant locations,
telephone orders and Internet orders). Merchant Category Code (MCC), and monthly Total Gross merchant Sales Volume
associated with each Taxpayer ID.
Card Verification Value (CVV)/Card Validation Code (CVC)/Card
Identification Data (CID): A unique value encoded on the Magnetic Stripe of a Card Fraud Full Recourse: One of American Express’s Chargeback programs
used to validate Card information during the Authorization process. General Terms: Section of the Program Guide, including any amendments or
Cardholder Verification Method (CVM): A method used to confirm the identity of modifications.
a Cardholder and to signify Cardholder acceptance of a transaction, such as signature, Gross: When referred to in connection with transaction amounts or fees, refers to the
Offline PIN, and Online PIN. total amount of Card sales, without set-off for any refunds or Credits.
Cash Benefits: An EBT account maintained by an Issuer that represents pre-funded or Imprinter: A manual or electric machine used to physically imprint the merchant’s name
day-of-draw benefits, or both, administered by one or more government entities, and for and ID number as well as the Cardholder’s name and Card number on Sales Drafts.
which the Issuer has agreed to provide access under the EBT program. Multiple benefits Issuer: The financial institution or Card Organization (or other Entity authorized by a
may be combined in a single cash benefit account. Card Organization) which has issued a Card to a Person.
Cash Over Transaction: Dispensing of cash by a merchant in connection with a Card Limited Amount Terminal: A Customer Activated Terminal that has data capture
sale, other than a PIN Debit Card transaction, for the purchase of goods or services. only capability, and accepts payment for items such as parking garage fees, road tolls,
Charge or Charges: The total price, including all applicable taxes and gratuities, for the motion picture theater entrance, or magnetic-stripe telephones.
purchase of goods or services at a merchant for which a Cardholder has signed a Sales Draft Magnetic Stripe: A stripe of magnetic information affixed to the back of a plastic Credit
or otherwise indicated intent to pay with a Card. or Debit Card. The Magnetic Stripe contains essential Cardholder and account information.
Chargeback: A Card transaction (or disputed portion) that is returned to us by the Marks: Names, logos, emblems, brands, service marks, trademarks, trade names, tag lines
Issuer. Client is responsible for payment to us for all Chargebacks. or other proprietary designations.
Chip: An integrated microchip embedded on a Card containing cardholder and account Mastercard Account Status Inquiry Service Fee: Zero dollar Account Status
information. Inquiry Service requests (including AVS, CVC2 or both).
Chip Card: A Card with an embedded EMV-compliant chip containing memory and Mastercard CVC2 Fee: A fee assessed for transactions acquired in the U.S. Region with
interactive capabilities used to identify and store additional data about a Cardholder, an the CVC2 (Three digit code on the back of the Mastercard issued card) included in the
Account, or both. transaction for authorization and where the CVC2 response value equals ‘M’ (Match) or ‘N’
Claim: Means any claim (including initial claims, counterclaims, cross-claims, and third (Invalid /did not match). The fee will not be applied to Account Status Inquiry (ASI)
party claims), dispute, or controversy between you and us arising from or relating to the requests.
Agreement or prior Card acceptance agreements, or the relationship resulting therefrom, Mastercard Digital Enablement Fee: A fee assessed by Mastercard on select Card
whether based in contract, tort (including negligence, strict liability, fraud, or otherwise), Not Present transactions.
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Mastercard Processing Integrity Fee: The Mastercard Processing Integrity Fee is Referral: A message received from an Issuer when an attempt for Authorization requires
assessed in the event Mastercard cannot match an approved authorization to a settled a call to the Voice Authorization Center or Voice Response Unit (VRU).
transaction (within 120 days from the date the authorization was granted) or a reversal Reserve: money we owe to you (net of any obligations you owe to us) that we hold back
request (within a specific time frame). The Processing Integrity Fee can be avoided by
in order to secure or fund your obligations with us.
settling transactions only with an approved authorization. If an authorization approval is
Reserve Account: An account established and funded at our request or on your behalf,
no longer needed, it must be electronically reversed within 24 hours for a card-present
pursuant to Section 32 of the Agreement.
transaction or within 72 hours for card not present transaction.
Retrieval Request/Transaction Documentation Request: A request for docu-
Media: The documentation of monetary transactions (i.e., Sales Drafts, Credit Drafts,
mentation related to a Card transaction such as a copy of a Sales Draft or other transaction
computer printouts, etc.)
source documents.
Merchant Identification Card: A plastic embossed card supplied to each merchant to
Rules: the rules, regulations, standards, releases, interpretations and other requirements
be used for imprinting information to be submitted with each Batch of paper Sales Drafts.
(whether contractual or otherwise) imposed or adopted by any Card Organization and
Embossed data includes Merchant Identification Number, name and sometimes merchant
related authorities, including those of the PCI Security Standards Council, LLC, the
ID code and terminal number.
National Automated Clearing House Association and (with respect to EBT transactions)
Merchant Identification Number: A number that numerically identifies each
the Quest Operating Rules.
merchant location, outlet, or line of business to the Processor for accounting and billing
Sales/Credit Summary: The identifying form used by a paper Submission merchant
purposes.
to indicate a Batch of Sales Drafts and Credit Drafts (usually one day’s work). Not a Batch
Merchant Processing Application: The Merchant Processing Application and
header, which is used by electronic merchants.
Agreement executed by Client, which is one of the documents comprising the Agreement.
Sales Draft: Evidence of a purchase, rental or lease of goods or services by a Cardholder
Merchant Provider: Any Person engaged by you to provide services to you involving
from, and other payments to, Client using a Card, including preauthorized orders and
or relating to (i) access to Cardholder data, transaction data or information related to either
recurring transactions (unless the context requires otherwise); regardless of whether the
Cardholder data or transaction data or (ii) PIN encryption, including without limitation,
form of such evidence is in paper or electronic form or otherwise, all of which must
Encryption Service Organizations (ESOs).
conform to Card Organization Rules and applicable law.
Mitigation Service: a service provided to a cardholder whose information is the subject
Schedules: The attachments, addenda and other documents, including revisions thereto,
of a Data Incident, where the primary purpose of the service is to mitigate the effects of the
which may be incorporated into and made part of this Agreement concurrently with or
Data Incident, including identity theft education and assistance and credit monitoring.
after the date of this Agreement.
Non-Bank Services: Products and/or Services for which Bank is not responsible or a
Self-Service Terminal: A Customer Activated Terminal that accepts payment of goods
party to which may include American Express, PIN Debit Card, and Electronic Benefits
or services such as prepaid cards or video rental, has electronic capability, and does not
Transfer Transactions, TeleCheck Check Services, and Transactions Involving Cards from
accept PINs.
other Non-Bank Card Organizations, such as Voyager Fleet Systems, Inc., Wright Express
Servicers: Bank and Processor collectively. The words “we,” “us” and “our” refer to
Corporation and Wright Express Financial Services Corporation, Discover, PayPal, Leasing,
Servicers, unless otherwise indicated.
TransArmor, Wireless, Payeezy Gateway Services, Global ePricing Services and other items
as may be indicated in this Program Guide. Services: the activities undertaken by us to authorize, process and settle Card
transactions undertaken by Cardholders at your location(s), and all other services provided
Non-PIN Debit Card: A device with a Visa, Mastercard or Discover Network Mark
by us under this Agreement.
that is tied to a Cardholder’s bank account or a prepaid account and which is processed
without the use of a PIN. Settlement Account: An account or account(s) at a financial institution designated by
you as the account to be debited and credited by us for Card transactions, fees, Chargebacks
Non-Qualified Interchange Fee: The difference between the interchange fee
and other amounts due under the Agreement or in connection with the Agreement.
associated with the Anticipated Interchange Level and the interchange fee associated with
the more costly interchange level at which the transaction actually processed. Signature Debit: a type of transaction using a Debit Card that requires the Cardholder
Non-Qualified Surcharge: A surcharge applied to any transaction that fails to qualify to provide a signature for authentification rather than a PIN.
for the Anticipated Interchange Level and is therefore downgraded to a more costly Store and Forward: A transaction that has been authorized by a merchant when the
interchange level. The Non-Qualified Surcharge (the amount of which is set forth on the merchant cannot obtain an Authorization while the customer is present, typically due to a
Service Fee Schedule) is in addition to the Non-Qualified Interchange Fee, which is also communications failure. The merchant will store the transaction electronically in their host
your responsibility (see above, Section 26.1) system and retransmit the transaction when communications have been restored.
PAN Truncation: A procedure by which a Cardholder’s copy of a Sales Draft or Credit Summary Adjustment: An adjustment to your Submission and /or Settlement
Draft, or as required by applicable law, the Sales Draft or Credit Draft you retain, will only Accounts in order to correct errors.
reflect the last four digits of the Card account number. Telecommunication Card Sale: Individual local or long-distance telephone calls, for
Payments Organization: any payments association or payments network we support which the telephone service provider is paid directly by use of a Card. These do not include,
whose cards or other payment forms you accept under your merchant processing however, calls paid for with pre-paid telephone service cards. Telecommunication Card
agreement. Sales are considered Card Not Present Sales.
Person: A third party individual or Entity, other than the Client, Processor or Bank. Transaction Fees: Service costs charged to a merchant on a per transaction basis.
PIN: the personal identification number associated with a Debit Card. Transaction Integrity Fee: Fee assessed on Visa Debit Card and prepaid Card
PIN Debit: a type of transaction using a Debit Card that requires a Cardholder to enter purchase transactions that either fail or do not request CPS qualification.
a PIN for authentication. Us, We and Our: See Servicers.
PINless Debit: a type of PIN Debit transaction that, under applicable Rules and for Wireless Networks: certain cellular telephone and data networks to which we have
qualifying transactions, does not require the Cardholder to enter a PIN for authentication. access though Wireless Vendors.
Point of Sale (POS) Terminal: A device placed in a merchant location which is Wireless Services: wireless data communication services that use radio base stations
connected to the Processor’s system via telephone lines and is designed to authorize, record and switching offered by Wireless Networks in order to allow you to capture and transmit
and transmit settlement data by electronic means for all sales transactions with Processor. to us certain wireless Card Authorization transactions or to transmit other communications
Processor: The entity identified on the Application (other than the Bank) which provides to our system.
certain services under the Agreement. Wireless Software: wireless software (including any documentation relating to or
Program Guide (also known as the Merchant Services Program Terms and describing the wireless software) downloaded by you or your designee from our systems
Conditions): The booklet which contains Your Payments Acceptance Guide, the General onto the Wireless Equipment.
Terms, Third Party Agreements and the Confirmation Page, which together with the Wireless Vendors: one or more third party vendors selected by us in our sole discretion
Application and the Schedules thereto and documents incorporated therein, constitute your through whom we have acquired the right to resell Wireless Services.
Agreement with Processor and Bank. You, Your: See Client.
Recurring Payment Indicator: A value used to identify transactions for which a Your Payments Acceptance Guide: a quick reference to the guidelines for processing
Cardholder provides permission to a merchant to bill the Cardholder’s Card account at transactions. You’ll also find recommendations and tips to help you prevent fraud, reduce
either a predetermined interval or as agreed by the Cardholder for recurring goods or chargebacks, and properly handle payments, refunds, exchanges, and most other situations
services. you’ll encounter in your day-to day-business.
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 PA RT I I I : T H I R D PA RT Y AG R E E M E N T S
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 indicate
such desire in the Merchant Processing Application, in which case the terms and conditions of the Third Party Agreement shall be binding upon Client. The
Signature page in the Merchant Processing Application or any Schedule thereto shall also serve as a signature page to 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.
TELECHECK SOLUTIONS AGREEMENT

1. Services account numbers in the MICR line (not applicable if the payment is online or over the
TeleCheck will provide Company with the services indicated in the TeleCheck Services phone);
Application and Agreement (TeleCheck Application) which may include: (i) coded (4) the Item is a properly completed first party Item that is dated, payable to Company,
information that it may use when deciding whether to accept a check or electronic funds made out for the amount due to Company for its goods or services, and signed by the
transfer item (each an Item, and together, Items) when provided by its consumers as consumer (not applicable if the payment is online or over the phone);
payment, (ii) settlement processing services and (iii) warranty or verification services; all (5) the consumer authorized debiting its account by electronic funds transfer or remotely
as described in this Agreement (together, Services). TeleCheck will be Company’s exclusive created check for the amount of the Item (an Authorization) in accordance with
provider of the Services during the Term (defined below) of this Agreement. Company TeleCheck’s operating guidelines and specifications and the rules of the National
agrees to the terms of this Agreement by signing the TeleCheck Application; clicking Automated Clearinghouse Association (Nacha Rules), as applicable, for the services
“Accept” or “Install” when presented via an App (as applicable and described below); or utilized;
using any of the Services. Company acknowledges that the Specialty Items (Settlement
(6) the Item represents the consumer’s payment obligation to Company for its goods or
Only) service does include receiving coded information, warranty or verification services.
services, and has not been used in another transaction;
1.1. Delivery by Application. If the TeleCheck Services are provided through
(7) the amount of the Item (a) is for the price of Company’s goods or services, (b) matches
TeleCheck’s check acceptance application (App) that resides on a Clover® point of sale
the amount submitted to TeleCheck for processing, and (c) does not exceed the
device (a Device), Company agrees that this Agreement will govern Company’s access to
Warranty Maximum;
and use of TeleCheck’s Services on such App. Company’s use of its Device is subject to its
agreement with the supplier of the Device (and not TeleCheck), and this Agreement does (8) the Item was not submitted as a split sale or in other ways to avoid these warranty
not alter Company’s agreement with its Device supplier. Company will comply with the requirements or the Warranty Maximum;
terms of its agreement with the Device supplier; and warrants that it is authorized to install (9) the Item is not for credit, cash, or payment on an account, debt, or Item already due
and use TeleCheck’s App on the Device. to Company;
1.2. Submitting Items. Company will designate the types of Items it accepts and that (10) the Item does not pre-date or post-date the date of the transaction and corresponding
it will submit to TeleCheck for processing under this Agreement as indicated on the inquiry to TeleCheck by more than 1 calendar day;
TeleCheck Application. Company must submit the Item to TeleCheck through the (11) the transaction and corresponding Item are not subject to any stop payment, dispute
appropriate service. For example, checks presented in person by consumers at Company’s or setoff right;
point of sale can only be submitted through the In-Person Warranty (or Verification)
service, checks sent through the mail to Company can only be submitted through the By (12) Company is not aware of anything that invalidates the Item, prevents its collection, or
relieves the consumer from liability for it; and
Mail/Drop Box service. Company will submit all of its designated Items to TeleCheck for
processing under this Agreement. Except for Items processes through the By Mail/Drop (13) Company provided the notices required by applicable Law (defined in Section 21.1
Box service, TeleCheck will analyze each Item that Company submits for processing and, below), authorizing TeleCheck to process the Item as an electronic funds transfer or
in its discretion, provide Company with an approval or decline code with respect to each remotely created check and imposing (and authorizing such processing of) a fee for
Item. TeleCheck will give Company operating guidelines and specifications, as applicable, Return Items.
to assist Company with properly accepting and submitting its Items for processing B. Requirements For In Person Payments: If a consumer presents a paper check
(operating guidelines and specifications may be provided to Company electronically or in-person at Company’s point of purchase location, in addition to those in Section 1.4 A.
made available via the Internet). above the following requirements apply and must be followed in accordance with
1.3. Information Warranty. If Company has selected a warranty service in the TeleCheck’s operating guidelines and specifications: (a) the consumer signed an
TeleCheck Application, TeleCheck warrants the accuracy of the information given in its authorization to debit consumer’s account and consumer’s signature on the authorization
approval code (the Information Warranty) when an Item meets the warranty requirements reasonably matches the name imprinted on the Item; (b) the authorization must be clearly
described below. Items that satisfy TeleCheck’s Information Warranty and meet the and conspicuously posted and a copy of the authorization must be provided to the
corresponding warranty requirements are Eligible Items. TeleCheck will purchase Eligible consumer and (c) the Item must be voided and returned to the consumer after submission
Items that are subsequently dishonored, returned, reversed, or otherwise not paid by a to TeleCheck for processing. If such in-person payment is approved as a paper check that
consumer’s financial institution (these Items are Return Items). Company’s sole remedy for cannot be settled as an electronic funds transfer, the additional requirements in Section
a breach of TeleCheck’s Information Warranty is the right to require TeleCheck to purchase 1.4 F below apply.
an Eligible Item that became a Return Item. TeleCheck’s liability to Company for breach of C. Requirements For Online Payments: If a consumer makes an online payment,
its Information Warranty will not exceed the lesser of: (a) the amount of the Eligible Item, the following requirements apply in addition to those in Section 1.4 A above: (a) the
or (b) the Warranty Maximum set forth in the TeleCheck Service Application and consumer electronically authorized the transaction in accordance with TeleCheck operating
Agreement. Company may accept Items that do not receive an approval code or that do guidelines and specifications and (b) the payment website site authenticates the consumer’s
not meet the warranty requirements (these Items are Ineligible Items); however, Ineligible identity and uses appropriate site security and internet session security standards in
Items are not covered under TeleCheck’s Information Warranty and TeleCheck will not accordance with the Nacha Rules.
purchase them. D. Requirements For Phone Payments: If the consumer makes payment over the
1.4. Warranty Requirements. Company represents and warrants that each Item it phone, the following requirements apply in addition to those in Section 1.4 A. above: (a)
submits to TeleCheck for processing and coverage under the Information Warranty meets the consumer provided a telephonic authorization in accordance with TeleCheck operating
the following requirements: guidelines and specifications; (b) the payment is not the result of Company initiating an
A. General Requirements. The following apply to all Items unless otherwise unsolicited telephone call to consumer with which Company had no prior relationship;
specified: and (c) Company directly tape recorded the verbal telephonic authorization from consumer
or, alternatively, Company sent the required written confirmation notice of the oral
(1) the Item was submitted to TeleCheck for processing according to TeleCheck’s operating authorization to the consumer.
guidelines and specifications, and Company obtained a single approval code for it;
E. Requirements for Mail/Drop Box Checks: If the consumer provides a paper
(2) the Item is drawn on the consumer’s deposit account at a United States or Canadian check which was mailed in or submitted in a drop box to Company, the requirements in
financial institution (for example, and without limitation, money orders, cashier’s Section 1.4A above apply except (a) the check must be for payment that is not more than
checks, travelers checks, insurance checks, credit card checks, or non-first party Items 60 days past due; (b) the check must not be post-dated or dated earlier than 20 days from
are Ineligible Items); the date of inquiry to TeleCheck; and (d) Company must securely store the check for at least
(3) the Item, or a clear image of the Item (if submitted using a mobile or other optical 60 days following the corresponding payment transaction at which time it must be
imaging device), shows the consumer’s name, address, check number, and routing and destroyed. Additionally, the consumer must not have notified Company that the check was

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not to be converted into an electronic funds transfer. If such mail /drop box check is (6) the purchase transaction, the payment represented by the Item, or transferring the
approved as a paper check that cannot be settled as an electronic funds transfer, the Item to TeleCheck (by assignment or otherwise) is void or invalid for any reason other
additional requirements in Section 1.4 F below apply. than the consumer’s bankruptcy;
F. Requirements for Mobile Checks or any Checks Approved as Paper Only. (7) Company breaches the applicable warranty requirements for Eligible Items;
If TeleCheck approves an Item as a paper check that could not be settled as an electronic (8) Company submits multiple Items or duplicate Items related to the same transaction
funds transfer (i.e. check is to be deposited by Company) or the check is submitted to for processing (e.g., deposits a paper Item previously submitted for processing as an
TeleCheck as an image through a mobile device (either, a Paper Settlement Item), the electronic Item without TeleCheck’s direction to do so);
following requirements apply in addition to those in Section 1.4 A above: (a) the check
must include the consumer’s name (imprinted by the manufacturer), physical address (9) Company does not submit its Items to TeleCheck for processing within 1 calendar
(imprinted by the manufacturer or written on the check according to TeleCheck’s operating day of the transaction date (for batch processing, Items must be submitted to
guidelines – P.O. Boxes will not be accepted), phone number (with area code), identification TeleCheck for processing within 7 calendar days of the transaction date);
type and number (imprinted or written on check), Company’s TeleCheck Subscriber (10) the consumer disputes authorizing the Item, its validity, or the amount debited for it
Number and TeleCheck’s approval code; (b) the consumer’s signature must reasonably (except in the case of third party fraud committed with a consumer’s check);
match the name imprinted on the check and (c) Company must send Paper Settlement (11) the consumer’s Authorization is incomplete or invalid;
Items that were presented in-person at Company’s point of purchase and that become
Return Items directly from its financial institution to TeleCheck within 30 days of the date (12) Company fails to provide TeleCheck with a legible copy of an Authorization within 7
on the check. If the Paper Settlement Item was mailed in or submitted in a drop box by the days of a request for it; or
consumer to Company, or if the Item was presented by the consumer to Company and (13) Company breaches this Agreement, alters an Item or approval code, or submits an
submitted through a mobile device by Company to TeleCheck, and subsequent to the Item with Knowledge it is likely to become a Return Item. Knowledge means facts or
transaction TeleCheck instructs Company to deposit the check (due to image quality issues circumstances which, if known, would cause a merchant, using commercially
(a Redeposit Check Item), Company must deposit the Redeposit Check Item within 2 reasonable judgment, to independently refuse to accept an Item (including, without
days of TeleCheck’s instruction to do so and TeleCheck must receive it for purchase within limitation, splitting single transactions into smaller components or resubmitting Items
45 days of the date on the check. Paper Settlement Items and Redeposit Check Items may that were previously denied).
only be presented once for payment (TeleCheck will not accept Paper Settlement Items or Company will immediately notify TeleCheck if it has Knowledge that any of the above
Redeposit Check Items that Company or its financial institution presented for payment circumstances occur. Company will continue to be responsible for its chargebacks after
more than once). In addition, Company must securely store the physical check for at least termination of this Agreement. TeleCheck may chargeback any amounts that exceed
60 days following the corresponding payment transaction. the Warranty Maximum for an Eligible Item.
1.5. Electronic Images. If the Item is submitted to TeleCheck by Company as an image
using a mobile device or other image reader, the ability to settle imaged Eligible Items to 2. Non-Warranty Services
the banking system depends on (a) the quality of the image and (b) the banking system’s 2.1. If any of the verification services or the Specialty Items (Settlement Only) services
ability to accept the image for settlement processing. Company will use a third party are selected by Company in the TeleCheck Application (Non-Warranty Services),
provider to capture images of Items using a mobile device (this third party, an Image TeleCheck will have no liability for any Item that is processed using the Non-Warranty
Vendor) and submit those images to TeleCheck. Company acknowledges that its Image Services that is subsequently returned, dishonored, reversed or otherwise unpaid, and does
Vendor will require some of Company’s account information (including, without limitation, not warranty the checks processed using the Non-Warranty Services. There will be no
merchant account number, contact name, email address and device identifier) to submit payment to Company for any loss from transactions processed through the Non-Warranty
Item images to TeleCheck; and authorizes TeleCheck to provide the Image Vendor with the Services. Company assumes all risks that Items accepted by Company may result in Return
information necessary to allow it to submit Item images to TeleCheck on behalf of Items. Company will be fully responsible and liable to TeleCheck for all Return Items,
Company. TeleCheck is not responsible for the image quality of Items submitted through regardless of the reason or timing. TeleCheck will deduct or offset all Return Items against
Company’s Image Vendor, or submission of the images by Company’s Image Vendor to any amounts to be paid to Company for Items to settled under this Agreement or,
TeleCheck. Company will destroy the physical checks that were submitted as electronic alternatively, TeleCheck may initiate debits to Company’s Settlement Account (defined in
images after storing them securely for at least 60 days. Section 3.1 below) for all such Return Items.
1.6. Authorization. Company will maintain a copy of each consumer’s Authorization 2.2. Representations and Warranties. Company represents and warrants that each
for the longer of: (a) 2 years, or (b) the period of time required by the Nacha Rules. Item submitted under any of the Non-Warranty Services complies with the following, (a)
Company will provide TeleCheck with legible copies of Authorizations within 7 days of the Item was submitted to TeleCheck in accordance with the TeleCheck’s operating
TeleCheck’s request for them. guidelines and specifications, (b) the consumer authorized debiting its account by
1.7. Assignment of Items. Company assigns all if its right, title, and interest in each electronic funds transfer or remotely created check for the amount of the Item in accordance
Eligible Item that it submits to TeleCheck for warranty coverage when the Item becomes a with in accordance with the TeleCheck’s operating guidelines and specifications and Nacha
Return Item. Company will reasonably aid TeleCheck in its enforcement of the rights Rules including, without limitation, providing any necessary notices to consumer (not
associated with an assigned Eligible Item. applicable to the Specialty Items (Settlement Only) services) and (c) the requirements in
Sections 1.4. B., C. and D (as applicable to the type of Item presented) have been complied
1.8. Processing Notices; Return Item Fees. Company will post, and provide
with.
consumers with, notices at the point of sale that are required to process Items using the
Services and to collect fees on Return Items. Company will assess the highest fee amount 3. Settlement
allowed by applicable Laws on all Return Items, which TeleCheck may collect and retain
3.1. Company will identify one or more bank accounts held in its name (each, a
from consumers.
Settlement Account) that TeleCheck will use in connection with the Services. Company
1.9. “Goodwill” of an Ineligible Item. TeleCheck may elect to provide warranty authorizes TeleCheck to (a) initiate credits to the Settlement Account for proceeds that
coverage for an Ineligible Item that Company submits for processing. Providing warranty correspond to Company’s transactions; (b) initiate debits to the Settlement Account for any
coverage for an Ineligible Item will not constitute a course of dealing, waiver of rights, or amounts that may be owed or are required to be paid under this Agreement; (c) initiate the
prevent TeleCheck from rejecting warranty coverage for any other Ineligible Items. transaction to a consumer’s deposit account on Company’s behalf for Items that are owed
1.10. Updating Information. Company will promptly notify TeleCheck if (a) a to it; and (d) initiate adjustments related to the foregoing (including, without limitation,
consumer makes any payment to Company or returns any goods in connection with a adjustments for chargebacks or partial adjustments). TeleCheck may initiate any transfer
Return Item that is subject to warranty coverage, or (b) Company cancels any services paid by Automated Clearing House (ACH) entry.
for by an Item that is subject to warranty coverage; both representing a full or partial 3.2. TeleCheck reserves the right to decline processing any Item. TeleCheck will initiate a
satisfaction of the Return Item. Company’s notice of payment or cancellation of services will funds transfer for Company’s transactions that were processed under this Agreement; less
identify the consumer. any amounts due from Company for fees, refunds, adjustments or its other obligations.
1.11. Chargeback. TeleCheck may chargeback any Eligible Item that it purchased from TeleCheck will typically credit Company’s settlement funds to its Settlement Account within
Company for coverage under the Information Warranty if: 2 banking days once the transactions are finally submitted to TeleCheck for settlement
(1) the consumer returned the goods or services (in whole or in part) that were paid for processing.
with the Item; 3.3. TeleCheck may recover amounts associated with any adjustments for an Item that are
(2) Company has not delivered the goods or services that were paid for using the Item; made to the Settlement Account at Company’s request or due to its error. TeleCheck may
also recover amounts associated with any fees that a consumer paid to its financial
(3) the Item is subject to any stop payment, dispute, or setoff; institution because of these adjustments.
(4) the consumer makes full or partial payment to Company for the Item, or provides any 3.4. Company must promptly notify TeleCheck if it fails to receive any settlement funds
form of security to ensure its payment; or if there are any changes to the Settlement Account. Transfer of settlement funds may be
(5) the goods or services were initially delivered on credit or under a lease; delayed or misdirected if Company provides inaccurate information about, or fails to notify
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TeleCheck of changes to, the Settlement Account. TeleCheck is not responsible for TeleCheck have a security interest in the Reserve and, at TeleCheck request, will provide
settlement errors that arise if Company provides inaccurate information about, or fails to documentation to reflect this security interest.
notify TeleCheck of changes to, the Settlement Account.
8. Setoff and Priority
4. Financial Information All funds that TeleCheck owes to Company under this Agreement are subject to Company’s
Company will promptly provide any financial or other information reasonably requested by payment obligations under this Agreement. TeleCheck may setoff or recoup amounts
TeleCheck to perform credit risk, security, qualification, and other reviews related to Company owes to TeleCheck against any funds that TeleCheck owes to Company.
providing the Services, transactions submitted, fulfillment of obligations to TeleCheck, or
the financial condition of Company. Company authorizes TeleCheck to obtain information 9. Statements, Reporting
from third parties when performing credit risk, security, qualification, and other reviews. TeleCheck will provide Company with statements or electronic reporting (together,
Statements) reflecting the fees, settlement amounts, and other information related to the
5. Notice of Material Changes Services. Company must review the Statements and inform TeleCheck of any errors within
Company will provide TeleCheck with reasonable advance notice of any material change 60 days following the date that the error was, or should have been, reported; provided,
in the nature of Company’s business (including, without limitation, any change to Company must report settlement or funding errors to TeleCheck within 30 days (reporting
Company’s operations that would materially affect its products sold, services provided, or errors will enable TeleCheck to recover amounts or prevent them from continuing).
the procedures it follows for payments acceptance). The failure to provide TeleCheck with TeleCheck will have no obligation to provide refunds for errors that Company reports more
this notice constitutes a material breach of this Agreement. than 60 days or 30 days (as applicable) after the errors were, or should have been, reported.
Company and TeleCheck will work together to resolve issues or disputes that arise in
6. Company’s Payment Obligations connection with the Statements, or the funds credited or debited to the Settlement Account.
Fees. Company will pay TeleCheck for: (a) all fees and charges for the Services that are
set forth in the TeleCheck Service Application and Agreement; (b) all Items that are charged 10. Term
back; (c) all adjustments required in connection with Company’s transactions; and (d) all This Agreement begins on the earlier of the dates when Company signs its TeleCheck
costs, liabilities, or other obligations imposed on TeleCheck by third parties as a result of Services Application and Agreement, submits its first Item for processing under this
transactions submitted by Company, its actions, or inactions. Agreement, or when Company downloads the App (this date, the Effective Date). The
6.1. Other Fees. Company will also pay TeleCheck for the following fees and charges length of this Agreement’s initial term is designated in the TeleCheck Services Application
for the Services (as applicable): (a) Customer Requested Operator Call Fee (also called and Agreement (Initial Term). This Agreement will automatically renew for successive
CROC or Voice Authorization Fee), which is an additional $2.50 fee per operator or one-year periods (each, a Renewal Term), unless TeleCheck or Company provides the
Interactive Voice Response (IVR)-assisted call that Company initiates, but TeleCheck does other with at least 30 days’ written notice of non-renewal at the end of the Initial Term. The
not request; (b) December Risk Surcharge, which is an additional percentage charge added Initial Term together with any Renewal Term(s) is the Term of this Agreement.
to the Inquiry Rate for each authorization inquiry in the month of December; (c) Funding 11. Termination; Modification; Suspension
Report Fee, which is a $10.00 monthly fee to receive daily funding or weekly funding
11.1. General Termination. Either Company or TeleCheck may terminate this
reports (the Funding Report Fee does not apply if TeleCheck provides the funding report
Agreement by giving 30 days’ advance notice if the other materially breaches this Agreement
monthly); (d) Inquiry Rate, which is the percentage rate that applies to the face amount
and fails to remedy the breach within 30 days of receiving notice of it. TeleCheck may
of each Item (up to the Warranty Maximum) that Company submits to TeleCheck for
terminate this Agreement upon written notice to Company for any reason (with or without
authorization (whether or not TeleCheck issues an approval code for the Item); (e) Monthly
cause) during its Term. If the Services are delivered through TeleCheck’s App, Company
Minimum Fee, which is the minimum aggregate amount of the Inquiry Rate fees that
may terminate this Agreement for any reason (with or without cause) during its Term by
Company must pay on a monthly basis (if the total Inquiry Rate fees for Company’s Items
uninstalling the App.
submitted during any month is less than the Monthly Minimum Fee, then the Monthly
Minimum Fee will apply); (f) Monthly Processing Fee is a monthly fee for handling 11.2. Modification. TeleCheck may modify this Agreement’s terms (including, without
Company’s account; (g) Special Handling Fee, which is a $5.00 fee applied when the limitation, its fees) upon 30 days’ notice to Company, during which notice period Company
following occur: (1) a chargeback of an Eligible Item, (2) an Item processed for payment may terminate this Agreement by providing written notice of termination to TeleCheck.
must be corrected due to Subscriber’s error or at Subscriber’s request, or (3) TeleCheck Company’s continued use of the Services after the 30 day period contained in a notice of
elects (in its discretion) to process an Item that fails to meet the applicable warranty modification from TeleCheck will constitute Company’s acceptance of the new terms.
requirements, or that is a Return Item, as a “Goodwill” Item; (h) Transaction Fee, which 11.3. Suspension. TeleCheck may suspend its Services or settlement of any funds under
is the additional per transaction charge for each Item that Company submits to TeleCheck this Agreement if it determines that questionable activity occurs with respect to Company’s
for authorization or processing (whether or not TeleCheck issues an approval code for the payment transactions (including, without limitation, if there are excessive Return Items
Item); and (i) Unauthorized Return Fee is a fee applicable to any Item that is dishonored, associated with Company’s Items, Company breaches the Nacha Rules, or if required by
returned, reversed, or otherwise not paid by the Consumer’s financial institution for the applicable laws. TeleCheck may also suspend or terminate its Services if requested by its
reason that such Item is unauthorized by the Consumer. Originating Financial Depositary Institution.
6.2. Early Termination Fee. TeleCheck will suffer substantial injury, for which it
12. Confidential Information
would be difficult to determine damages, if Company breaches this Agreement or terminates
it early in violation of the Agreement’s terms. TeleCheck may recover damages equal to 90% 12.1. Confidentiality. Neither party will disclose non-public information about the
of the aggregate Monthly Minimum Fees and Monthly Processing Fees that are payable for other party’s business (including, without limitation, the terms of this Agreement, technical
the unexpired portion of the then-current Term as an accurate reflection of these damages specifications, customer lists, or information relating to a party’s operational, strategic, or
and realistic pre-estimate of TeleCheck’s losses caused by an early termination of this financial matters) (together, Confidential Information). Confidential Information does
Agreement. not include information that: (1) is or subsequently becomes publicly available (through
no fault of the recipient); (2) the recipient lawfully possesses before its disclosure; (3) is
7. Reserve independently developed without reliance on the discloser’s Confidential Information; or
7.1. TeleCheck may require Company to fund a cash reserve (Reserve) in an amount that (4) is received from a third party that is not obligated to keep it confidential. Each party will
reflects TeleCheck’ assessment of risk, as it may determine in its discretion from time-to- implement and maintain reasonable safeguards to protect the other party’s Confidential
time. The Reserve is a payment obligation of TeleCheck, established by holding back Information.
transaction proceeds or debiting the Settlement Account in order to potentially offset any 12.2. Disclosure. The recipient may disclose the other party’s Confidential Information:
obligations that Company may have to TeleCheck. The Reserve is not a segregated fund that (1) to its directors, officers, personnel, and representatives (including those of its
Company may claim to own. TeleCheck is obligated to pay to Company any amounts subsidiaries, affiliates, subcontractors or vendors) that need to know it in connection with
remaining from the Reserve after all other then-current and contingent liabilities or the recipient’s performance under this Agreement, and are bound by confidentiality
obligations related to Company’s payment transactions have expired. obligations materially similar to those required under this Agreement; and (2) in response
7.2. The obligations due to Company from the Reserve will not accrue interest unless to a subpoena, court order, or as required under applicable Laws or Nacha Rules.
required by applicable Laws.
13. Data Use; Security.
7.3. TeleCheck will notify Company if a Reserve is established (including its amount) or 13.1. Data Use. TeleCheck owns all right, title and interest in the data it obtains from
if the amount of the Reserve is modified. providing the Services to Company.
7.4. TeleCheck may set off any obligations that Company owes to TeleCheck from the 13.2. Data Security. Company will implement commercially reasonable practices,
Reserve. including administrative, physical and technical safeguards, that are designed to: (a)
7.5. Although Company acknowledges that the Reserve is a general obligation of maintain the security and confidentiality of Consumer Information, (b) protect against
TeleCheck, and not a specifically identifiable fund, if any person claims that the Reserve is reasonably anticipated threats to the security or integrity of Consumer Information, and (c)
an asset of Company that is held by TeleCheck, Company grants and acknowledges that protect against unauthorized access to or use of Consumer Information that could result in
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substantial harm or inconvenience to the consumer. Consumer Information is customer 20. Waivers
information Company receives in connection with any transaction contemplated by this A party’s delay or failure to exercise any of its rights under this Agreement will not be a
Agreement. waiver of those rights.
14. License to Marks
21. Compliance with Law, Choice of Law,
TeleCheck grants Company a limited, non-exclusive, non-transferrable, non-sublicensable, Waiver of Jury Trial
royalty-free license to use the trademarks, service marks and logos (together, Marks) that
TeleCheck provides to Company during the Term of this Agreement. Company (a) may 21.1. Compliance with Law. The parties will comply with all laws, regulations, and
use the Marks only in the United States; (b) may use the Marks only in connection with its rules (including ACH’s network rules, requirements, and standards; the Nacha Rules)
use of the Services; (c) will follow the branding guidelines that TeleCheck provides or (together Laws) that are applicable to their respective performance obligations under this
makes available from time-to-time; and (d) will not use materials containing the Marks Agreement. Company acknowledges that it is the Originator under the Nacha Rules with
without TeleCheck’s prior written permission. Company will not otherwise distribute, lease, respect to its transactions and agrees to comply with its obligations as an Originator.
sublicense, sell, modify, copy or create derivative works from the Marks. TeleCheck reserves Company certifies that it has a legitimate business need for the information that TeleCheck
to itself all right, title, interest or license (express or implied) to the Marks that are not provides through its Services, will use the information in connection with submitting
specifically granted to Company under this Agreement; and may suspend or terminate this payment transactions to TeleCheck for processing and for no other purpose, and will use
license upon written notice to Company. the information only for permissible purposes under the Fair Credit Reporting Act
(Company will not use TeleCheck’s information for employment related purposes).
15. Indemnification 21.2. Choice of Law; Waiver of Jury Trial. This Agreement will be governed by
Company will indemnify, defend, and hold TeleCheck harmless for all losses, damages, New York law (without regard to its choice of law provisions). The courts of New York, New
costs, or expenses (including reasonable attorney’s fees) claimed against it by third parties, York will be the proper venue for legal proceedings brought in connection with this
which arise from Company’s gross negligence, willful misconduct, or breach under this Agreement. TeleCheck and Company each waive their right to a jury trial for claims
Agreement. arising in connection with this Agreement.
16. Exclusion of Damages 22. Entire Ag reement, Amendment, Counterparts
Neither party will be liable to the other for lost profits, revenues or business opportunities, The defined term Agreement includes its schedules, addenda, and any amendments
nor any exemplary, punitive, special, indirect, incidental, or consequential damages (capitalized terms used in the schedules, addenda, or amendments without definition will
(whether any are direct or indirect); regardless of whether these damages were foreseeable have the meanings given to them in this Agreement). This Agreement is the entire
or either party was advised they were possible. agreement between the parties and replaces any prior agreements or understandings
(written or oral) with respect to its subject matter. Except as set forth in Section 11.2,
17. Limitation of Liability modifications to this Agreement must be in writing, executed by the parties. This
TeleCheck’ aggregate liability to Company for losses arising from any cause (regardless of Agreement and any amendments may be executed electronically and in counterparts, each
the form of action or legal theory) in connection with this Agreement will be limited to of which constitutes one agreement when taken together. Electronic and other copies of the
$75,000.00 executed Agreement are valid.
18. Notices 23. Assignment
Written notices (other than normal operations) required under this Agreement will be sent Company may not assign this Agreement without TeleCheck’s written consent. TeleCheck
by certified mail or national courier (with tracking and delivery confirmation). TeleCheck may assign this Agreement upon notice to Company. This Agreement will be enforceable
may also provide written notices required under this Agreement by regular mail. Notices against a party’s permitted successors or assigns. This Agreement may not be continued,
will be effective upon receipt. Notices to Company will be sent to the address it provides assumed, or assigned in the event of a bankruptcy or other insolvency event without
on the TeleCheck Service Application and Agreement. Notices to TeleCheck will be sent to: consent from the non-bankrupt or insolvent parties.
TeleCheck Services, LLC, 1600 Terrell Mill Road, Marietta, GA 30067; with copies to
TeleCheck Services, LLC, 4000 NW 120th Avenue, MS/CON-SMB, Coral Springs, FL
33065, Attention: Legal Dept. and legalpapers@firstdata.com

19. Third Party Beneficiaries

There are no third party beneficiaries to this Agreement other than TeleCheck’ subsidiaries
and affiliates involved in providing the Services to Company. Each party is responsible for
the performance of any third parties it uses in connection with the Services, and their
compliance with the terms of this Agreement. TeleCheck is not responsible or liable to
Company for any errors or breaches of this Agreement that occur because of Company’s
third party providers (e.g., without limitation, issues that arise from ACH network
participants, or if Company uses third party providers or applications to capture electronic
images of Items to submit to TeleCheck). TeleCheck may audit Company’s compliance with
this Agreement upon reasonable notice, during normal business hours, and at TeleCheck’s
expense; and as required by the Nacha Rules. TeleCheck’s Originating Depository Financial
Institution may also audit Company’s compliance with this Agreement and the Nacha Rules.

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 PA RT I V: A D D I T I O N A L I M P O RTA N T I N F O R M AT I O N F O R C A R D S

A.1. Electronic Funding Authorization The discount fees shown on the Service Fee Schedule shall be calculated based on
the gross sales volume of all Visa, Mastercard / Discover/PayPal and American
All payments to Client shall be through the Automated Clearing House (“ACH”) Express volume.
and shall normally be electronically transmitted directly to the Settlement Account
you have designated or any successor account designated to receive provisional A Monthly Minimum Processing Fee will be assessed immediately after the date
funding of Client’s Card sales pursuant to the Agreement. Client agrees that any Client’s Application is approved. (Refer to Service Fee Schedule, if applicable.)
Settlement Account designated pursuant to the preceding sentence will be an In addition to the PIN Debit Card transaction fees set forth on the Application,
account primarily used for business purposes. Neither Wells Fargo Bank, N.A. nor Client shall be responsible for the amount of any fees imposed upon a transaction
Processor can guarantee the time frame in which payment may be credited by by the applicable debit network.
Client’s financial institution where the Settlement Account is maintained.
The parties further agree and acknowledge that, in addition to any remedies
Client hereby authorizes Wells Fargo Bank, N.A. and its authorized representative, contained herein or otherwise available under applicable law and, if (a) Client
including Processor, to access information from the Settlement Account and to breaches this Agreement by improperly terminating it prior to the expiration of
initiate credit and /or debit entries by bankwire or ACH transfer and to authorize the initial term of the Agreement, or (b) this Agreement is terminated prior to
your financial institution to block or to initiate, if necessary, reversing entries and the expiration of the initial term of the Agreement due to an Event of Default,
adjustments for any original entries made to the Settlement Account and to then Servicers will suffer a substantial injury that is difficult or impossible to
authorize your financial institution to provide such access and to credit and /or accurately estimate. Accordingly, the parties have agreed that the amount
debit or to block the same to such account. This authorization is without respect described below is a reasonable pre-estimate of Servicers’ probable loss.
to the source of any funds in the Settlement Account, is irrevocable and coupled
with an interest. This authority extends to any equipment rental or purchase In the event that Client terminates this Agreement within three (3) years from
agreements which may exist with Client as well as to any fees, fines and the date of approval by Processor and Wells Fargo Bank, N.A. or this Agreement
assessments and Chargeback amounts of whatever kind or nature due to Processor is terminated by Servicers within 3 years from the date of approval due to an Event
or Wells Fargo Bank, N.A. under terms of this Agreement whether arising during of Default, Client will be charged a fee for such early termination, if so indicated
or after termination of the Agreement. This authority is to remain in full force on the Application on the Service Fee Schedule and as allowable under applicable
and effect at all times unless and until Processor and Wells Fargo Bank, N.A. have laws.
consented to its termination at such time and in such a manner as to afford them Client’s obligation with respect to the Monthly Minimum Processing Fee will end
a reasonable opportunity to act on it. In addition, Client shall be charged for each simultaneously with Processor’s receipt of Termination Fee.
ACH which cannot be processed, and all subsequent funding may be suspended
until Client either (i) notifies Processor that ACH’s can be processed or (ii) a new A.4. 6050W of the Internal Revenue Code
electronic funding agreement is signed by Client. Client’s Settlement Account
must be able to process or accept electronic transfers via ACH. Pursuant to Section 6050W of the Internal Revenue Code, merchant acquiring
entities and third party settlement organizations are required to file an information
A.2. Funding Acknowledgement return for each calendar year reporting all payment card transactions and third
party network transactions with payees occurring in that calendar year.
Automated Clearing House (ACH). Your funds for Mastercard, Visa, Accordingly, you will receive a Form 1099-K reporting your gross transaction
Discover Network, PayPal, and American Express transactions will ordinarily be amounts for each calendar year. Your gross transaction amount refers to the gross
processed and transferred to your financial institution within two (2) Business dollar amount of the card transactions processed through your merchant account
Days from the time a batch is received by Processor if your financial institution with us. In addition, amounts reportable under Section 6050W are subject to
is the Bank. If your financial institution is not the Bank, your Mastercard, Visa, backup withholding requirements. Payors will be required to perform backup
Discover Network, PayPal, and American Express transactions will ordinarily be withholding by deducting and withholding income tax from reportable
processed via the Federal Reserve within two (2) Business Days from the time a transactions if (a) the payee fails to provide the payee’s taxpayer identification
batch is received by Processor. The Federal Reserve will transfer such amounts to number (TIN) to the payor, or (b) if the IRS notifies the payor that the TIN (when
your financial institution. matched with the name) provided by the payee is incorrect. Accordingly, to avoid
backup withholding, it is very important that you provide us with the correct
A.3. Additional Fees and Early Termination name and TIN that you use when filing your tax return that includes the
If Client’s Mastercard, Visa, Discover Network, PayPal, and American Express transactions for your business.
transaction(s) fail to qualify for the discount level contemplated in the rates set
forth in the Application, Client will be billed the fee indicated in the Mid-Qualified A.5. Addresses For Notices
Discount field or Non-Qualified Discount field. If you are utilizing the Enhanced PROCESSOR: Important Phone Numbers:
Billback Discount option, the Client will be charged the Enhanced Billback Rate MerchantOne (see also Sections 10 and 17)
on the volume of said transaction that failed to qualify, in addition to the difference 524 Arthor Godfrey Road
between the Mastercard /Visa/ Discover Network /PayPal, and American Express Customer Service
3rd Floor
Qualified Rate agreed to on the Service Fee Schedule and the actual interchange 1-888-781-0404
Miami Beach, FL 33140
rate assessed to the downgraded transaction.
a. Any increases or decreases in the interchange and /or assessment portion of BANK:
the fees;
Wells Fargo Bank, N.A.:
b. The appropriate interchange level as is consistent with the qualifying criteria P.O. Box 6079
of each transaction submitted by Client; Concord, CA 94524
1-844-284-6834
c. Increases in any applicable sales or telecommunications charges or taxes levied
by any state, federal or local authority related to the delivery of the services
provided by Processor when such costs are included in the Service or other
fixed fees.

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