Merchant

Services

Program
Guide
 Part 1: Confirmation Page
Processor Name: Paysafe Payment Processing Solutions, LLC dba Petroleum Card Services
Information:
Address: 2243 Park Place, Suite C, Minden, NV 89423
URL: Customer Service #: 1-866-427-7297
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 for 5. The Agreement limits our liability to you. For a detailed
certain reduced interchange rates imposed by Mastercard, Visa, description of the limitation of liability see Section 27, 37.3, and
Discover and PayPal. Any transactions that fail to qualify for these 39.10 of the Card General Terms; or Section 17 of the TeleCheck
reduced rates will be charged an additional fee (see Section 25 of the Solutions Agreement.
Program Guide). 6. We have assumed certain risks by agreeing to provide you with
2. We may debit your bank account (also referred to as your Card processing or check services. Accordingly, we may take
Settlement Account) from time to time for amounts owed to us under certain actions to mitigate our risk, including termination of the
the Agreement. Agreement, and/or hold monies otherwise payable to you (see
3. There are many reasons why a Chargeback may occur. Card Processing General Terms in Section 30, Term; Events of
When they occur we will debit your settlement funds or Settlement Default and Section 31, Reserve Account; Security Interest), (see
Account. For a more detailed discussion regarding Chargebacks see TeleCheck Solutions Agreement in Section 7), under certain
Section 14 of the Your Payments Acceptance Guide or see the circumstances.
applicable provisions of the TeleCheck Solutions Agreement. 7. By executing this Agreement with us you are authorizing us and
ourAffiliates to obtain financial and credit information regarding your
4. In consideration of the Services provided by us, you shall be businessand the signers and guarantors of the Agreement until all
charged, and hereby agree to pay us any and all fees set forth in this your obligations to us and our Affiliates are satisfied.
Agreement (for the purpose of clarity, this includes the Application and 8. The Agreement contains a provision that in the event you
any additional pricing supplements or subsequent communications), terminate the Agreement prior to the expiration of your initial 3
all of which shall be calculated and payable pursuant to the terms of year term, you will be responsible for the payment of an early
this Agreement and any additional pricing supplements or subsequent termination fee as set forth in Part 4, A.3 under “Additional Fee
communications. If you dispute any charge or funding, you must notify Information” and Section 16.2 of the TeleCheck Solutions
us within 60 days of the date of the statement where the charge or Agreement.
funding appears for Card Processing or within 30 days of the date of a 9. For questions or concerns regarding your merchant account,
TeleCheck transaction. contactcustomer service at the number located on your Merchant
Services Statement.

10. Payment Network 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
and Mastercard products directly to a merchant. requirements.
b) The Bank must be a principal (signer) to the Agreement. b) Maintain fraud and Chargebacks below Payment Network thresholds.
c) The Bank is responsible for educating merchants on pertinent Visa c) Review and understand the terms of the Merchant Agreement.
and Mastercard rules with which merchants must comply; but this d) Comply with Payment Network Rules and applicable law and regulations.
information may be provided to you by Processor.
e) Retain a signed copy of this Disclosure Page.
d) The Bank is responsible for and must provide settlement funds to the
merchant. f) You may download Visa Regulations from Visa’s website at:
https://usa.visa.com /dam /VCOM/download /about-visa/visa-rules-
e) The Bank is responsible for all funds held in reserve that arederived public.pdf.
from settlement.
g) You may download Mastercard Regulations from Mastercard’s website
f) The Bank is the ultimate authority should a merchant have any at:
problems with Visa or Mastercard products (however, Processor www.mastercard.us/content/dam/mccom/global/documents/mastercard-
also will assist you with any such problems). rules.pdf.
h) You may download American Express Merchant Operating Guide from
American Express’ website at: www.americanexpress.com/us/merchant.
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 54
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 Principal Signature:
(Please sign below)

X
Title Date

Please Print Name of Signer

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 Part 1: Card Services

A. Your Payments Acceptance Guide If you accept orders via the internet, your website must include the
following information in a prominent manner:
Payment acceptance solutions are an essential part of your business. As
your partner, we want to make accepting payments as simple as possible • Disclose the existence and amount of any Surcharge as a merchant fee
for you. That's why we created the Your Payments Acceptance Guide. and clearly alert consumers to the practice at the POS – in store and
It's your quick reference to the guidelines for processing transactions. You'll online – and on every receipt
also find recommendations and tips to help you prevent fraud, reduce • A complete description of the goods or services offered
chargebacks and properly handle payments, refunds, exchanges and most
• Details of your (1) delivery policy; (2) consumer data privacy policy; (3)
other situations you'll encounter in your day-to-day business.
cancellation policy; and (4) returns policy
To help you navigate more easily and find the information you need when
• The transaction currency (US dollars, unless permission is otherwise
you need it, we've organized the guide into three parts. At the end of the
received from Servicers)
guide, you'll also find information specific to processing WEX, Voyager,
American Express, Discover, PayPal payments. • The customer service contact, including email address and telephone
If you have questions about processing payments or any of your other number
business services, please contact Customer Service at the number listed • Your address, including country
on your Merchant Services Statement. Your Customer Service team is here • The transaction security used on your website
to make things easier, so let us know what we can do to help.
• Any applicable export or legal restrictions
American Express americanexpress.com
• Your identity at all points of interaction with the cardholder
Discover Financial Services discovernetwork.com/merchants
Mastercard Worldwide • The date on which any free trial period ends
mastercard.us/content/dam/mccom/global/documents/ mastercard- If you limit refund/exchange terms or impose other specific conditions for
rules.pdf card sales, you must clearly print (in 1/4-inch letters) the words “No
Visa Inc. Exchange, No Refund” on the sales draft.
During a liquidation or closure of any of your outlets, locations or
usa.visa.com/dam/VCOM/download/about-visa/visa-rules-public.pdf
businesses, you must post signs clearly visible to customers stating that
PayPal “All Sales Are Final,” and stamp the sales draft with a notice that “All Sales
paypal.com/us/webapps/mpp/accept-payments-online Are Final.”
3 Validating the cards
Part 1 Transactions where the cardholder is present - Card Present (or CP)
The first step of a transaction begins before a customer even decides to transactions
make a purchase. This part of the Your Payments Acceptance Guide • You must check the card if the cardholder is present at the POS
reviews steps that you'll need to take to ensure customers are informed of • Verify that the card is legitimate and valid
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 of • Verify that the card is not visibly altered or mutilated
fraud. Finally, specific procedures for accepting debit and EBT payments • Capture card data using the POS device by swiping the card (magnetic
are outlined. If you have questions about anything discussed in this guide, stripe) tapping/waving the card (contactless) or inserting the card (chip
please contact Customer Service at the number located on your Merchant card)
Services Statement.
• Ensure that the cardholder enters their PIN using the keypad, if
1 Use of payments networks' brands prompted or provides their signature unless you are participating in the
Do's 'No Signature Required' or PINless programs
• Do prominently display relevant trademarks of the payment networks at • Verify the card's valid from date (if applicable) and the expiration date
each of your locations, in catalogs, on websites and on other • Verify that the card number and expiration date on the card are the
promotional material same as on the transaction receipt and the number displayed on the
• Do only use the official trademarks of ours and of the payment networks POS device
in the official format • Verify that the name on the transaction receipt is the same as the name
Dont’s on the front of the card (if applicable)
• Don't indicate that we or any payment network endorses your goods or • Ensure that the cardholder appears to be the person shown in the
services photograph (for cards with a photograph of the cardholder)
• Don't use the trademarks of any payment network after your right to Transactions where the cardholder is not present – Card-Not-Present
accept the cards of that payment network has ended, or that payment (or CNP) transactions
network has notified you to stop using their trademarks This section applies to any transaction where the cardholder is not present,
• Don't use the trademarks of ours or of the payment networks in any way such as mail, telephone, internet, and eCommerce.
that injures or diminishes the goodwill associated with the trademarks You may only conduct internet transactions if you have notified us in
• Don't use our trademarks or the trademarks of the payment networks in advance and received approval.
any manner, including in any advertisements, displays, or press Do’s
releases, without our prior written consent
• Do obtain the card account number, name as it appears on the card,
For special rules applying to the treatment of the American Express brand, expiration date of the card, and the cardholder's statement address
please refer to Appendix 2.
• Do use the Address Verification Service (AVS). If you do not have AVS,
2 Point of Sale (POS) reminders contact Customer Service immediately
You must clearly and conspicuously: • Do clearly print the following on the sales draft, and provide a copy to
• Disclose all material terms of sale prior to obtaining an authorization the cardholder at the time of delivery:
• At all points of interaction inform cardholders which entity is making the − The last 4 digits of the cardholder's account number
sales offer, so that the cardholders can clearly distinguish you from any − The date of transaction
other party involved in the interaction
− A description of the goods and services
• Disclose any discount/incentive/surcharge for customers to pay with
cash, check, credit card, or debit card, etc. Any such discount/incentive − The amount of the transaction (including shipping, handling,
must be offered to all customers with no special treatment for any insurance, etc.)
Payment Network or card issuing bank − The cardholder's name, billing address, and shipping address

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 − The authorization code presented an unsigned card; or (3) processing a Card-Not-Present
− Your name and address (city and state required) transaction
• Don't submit any transaction representing the refinance or transfer of an
• Do obtain proof of delivery of the goods or services to the address
existing cardholder obligation which is deemed uncollectible, for
designated by the cardholder
example, a transaction that has been previously charged back or to
• Do notify the cardholder of delivery time frames and special handling or cover a dishonored check
cancellation policies
• Don't submit sales drafts or credit drafts transacted on the personal card
• Do ship goods within 7 days from the date on which authorization was of an owner, partner, officer, or employee of your business establishment
obtained. If delays are incurred (for example, out of stock) after the order or of a guarantor who signed your application form, unless such
has been taken, notify the cardholder and obtain fresh authorization of transaction arises from a bona fide purchase of goods or services in the
the transaction ordinary course of your business
• Do use any separate merchant identification numbers provided to you • Don't carry out factoring, that is the submission of authorization requests
for internet orders in all your requests for authorization and submission or sales drafts for card transactions transacted by another business
of charges
5 Security
• Do provide at least 1 month's prior written notice to your acquirer of any You are responsible for maintaining the security of your POS devices and
change in your internet address for instituting appropriate controls to prevent employees or others from
Don’ts submitting credits that do not reflect bona fide returns or reimbursements of
• Don't exceed the percentage of your total payment card volume for earlier transactions.
Card-Not-Present sales, as set out in your application Please comply with the data security requirements shown below:
• Don't submit a transaction for processing until after the goods have been Do’s
shipped or the service has been provided to the cardholder - the only • Do install and maintain a secure firewall configuration to protect data
exception to this is where the goods have been manufactured to the
cardholder's specifications and the cardholder has been advised of the • Do protect stored data, and do encrypt transmissions of data sent
billing details across open/public networks, using methods indicated in the Payment
Card Industry Data Security Standard (PCI DSS) which is available at:
• Don't accept card account numbers by electronic mail pcisecuritystandards.org
• Don't require a cardholder to complete a postcard or other document • Do use and regularly update anti-virus software and keep security
that displays the cardholder's account number in clear view when mailed patches up to date
or send any mailing to a cardholder that displays personal information in
clear view • Do restrict access to data by business “need to know”. Assign a unique
ID to each person with computer access to data and track access to
It is also recommended that, if feasible, you obtain and keep a copy on file
data by unique ID
of the cardholder's signature authorizing you to submit telephone and mail
order transactions. • Do regularly test security systems and processes
AVS (and other fraud mitigation tools such as Verified by Visa, Mastercard • Do maintain a policy that addresses information security for employees
Secure Code, Card Validation Codes and Card Identification) does not and contractors
guarantee against chargebacks; but, if used properly, it assists you in • Do restrict physical access to cardholder information
reducing the risk of fraud by confirming whether certain elements of the
billing address provided by your customer match the billing address • Do destroy or purge all media containing obsolete transaction data with
maintained by the card-issuing bank. AVS also may help you avoid cardholder information
incurring additional interchange expenses. AVS is a separate process from • Do keep all systems and media containing card account, cardholder, or
obtaining an authorization and will provide a separate response. It is your transaction information (whether physical or electronic) in a secure
responsibility to monitor the AVS responses and use the information manner so as to prevent access by, or disclosure to any unauthorized
provided to avoid accepting high-risk transactions. party
If a disputed charge arises for a transaction conducted over the internet or • Do use only those services and devices that have been certified as PCI-
electronically, a chargeback may be exercised for the full amount. DSS compliant by the payment networks
For Discover Network transactions, please refer to Appendix 3 for the Don’ts
Discover Network protocol for internet transactions.
• Don't use vendor-supplied defaults for system passwords and other
Customer-activated terminals and self-service terminals security parameters
Transactions processed at customer-activated terminals and self-service • Don't transmit cardholder account numbers to cardholders for internet
terminals have specific requirements for processing. You must contact transactions
Customer Service for approval and further instructions before conducting
customer-activated terminal transactions or self- service terminal • Don't store or retain card verification codes (3-digit codes printed on the
transactions. back of most cards and a 4-digit code printed on the front of an
American Express card) after final transaction authorization
4 Transaction guidelines
• Don't store or retain magnetic stripe data, PIN data, chip data, or AVS
Do’s data — only cardholder account number, cardholder name, and
• Do only present for payment valid charges that arise from a transaction cardholder expiration date may be retained subsequent to transaction
with a bona fide cardholder authorization
Don’ts For internet transactions, copies of the transaction records may be
• Don't set a minimum transaction amount of more than $10 for any credit delivered to cardholders in either electronic or paper format.
cards or of any amount for debit cards or Alipay transactions 6 Debit cards
• Don't set a maximum transaction amount for any credit cards 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
• Don't establish any special conditions for accepting a card
section.
• Don't make any cash disbursements or cash advances to a cardholder Do’s
as part of a transaction with the exception of the Discover Network Cash
at Checkout service • Do read the account number electronically from the magnetic stripe/chip
for transactions authenticated with a PIN. If the magnetic stripe/chip is
• Don't accept any direct payments from cardholders for goods or services unreadable, you must request another form of payment from the
which have been included on a sales draft cardholder
• Don't require a cardholder to supply any personal information for a Don’ts
transaction (for example, phone number, address or driver's license
number) unless: (1) instructed by the Voice Authorization Center (2) • Don't process a credit card transaction in order to provide a refund on a
debit card transaction

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• Don't complete a debit card transaction without: • Do use POS Terminals, PIN pad, and printer, or other equipment that
− Entry of the PIN by the cardholder (and no one else) meet required standards (including those set out in the Quest rules)
during your normal business hours and in a manner consistent with your
− Signature by the cardholder (and no one else) normal business practices
Unless the transaction is a “no-signature” debit transaction or a “PINless” • Do comply with the procedures set out in the Quest rules for
PIN debit transaction specifically supported by the debit network: authorization of EBT benefits if your terminal fails to print EBT benefit
• Don't accept the PIN from the cardholder verbally or in written form issuance information as approved and validated as a legitimate
transaction
• Don't manually enter the account number for PIN debit transactions.
Signature debit transactions may be key entered if you are unable to • Do provide a receipt for each EBT transaction to the applicable EBT
swipe, dip, tap, or wave the card recipient
The debit network used to process your debit transaction will depend upon, • Do provide EBT benefits for EBT recipients from all states
among other things, our own business considerations, the availability of the • Do notify us promptly if you plan to stop accepting EBT cards and
debit network at the time of the transaction, and whether a particular debit providing EBT benefits or if you are unable to comply with this section or
card is enabled for a particular debit network. the Quest rules
The debit network used to route your transaction may or may not be the • Do adequately display any applicable state's service marks or other
lowest cost network available. We may in our sole discretion: licensed marks, including the Quest marks and other materials supplied
− Use any debit network available to us for a given transaction by us in accordance with the standards set by the applicable state
(including any of our affiliated PIN debit networks) • Do use any marks only to indicate that EBT benefits are issued at your
− Add or remove debit networks available to you based on a variety of location(s)
factors, including availability, features, functionality and our own • Do maintain adequate cash on hand to issue EBT service provider
business considerations authorized cash benefits
You are responsible for securing your POS devices and implementing
• Do issue cash benefits to EBT recipients in the same manner and to the
appropriate controls to prevent employees or others from submitting credits
same extent that cash is provided to your other customers
and voids that do not reflect bona fide returns or reimbursements of prior
transactions. Don’ts
You may offer cash back to your customers when they make a PIN debit • Don't accept EBT cards or provide EBT benefits at any time other than in
card purchase. You may set a minimum and maximum amount of cash compliance with this section or the Quest rules
back that you will allow. If you are not currently offering this service, your • Don't designate and direct EBT recipients to special checkout lanes
POS device may require additional programming to begin offering cash restricted to use by EBT recipients unless you also designate and direct
back as long as it is supported by the debit network. other customers to special checkout lanes for debit cards, credit cards,
You must reconcile your accounts for each location daily and notify us or other payment methods such as checks other than cash
within 24 hours of any issues. • Don't resubmit any EBT card transaction, except as specifically
An adjustment is a transaction that is initiated to correct a debit card permitted by the applicable Quest rules and procedures
transaction that has been processed in error. For signature debit • Don't accept any EBT card for any purpose other than providing EBT
transactions (that is, “no-signature” debit transactions), the cardholder and benefits, including without limitation accepting an EBT card as security
card-issuing bank have the right to question or dispute a transaction. If for repayment of any EBT recipient obligation to you. If you violate this
these questions or disputes are not resolved, a chargeback may occur. You requirement, you will be obligated to reimburse the state or us for any
are responsible for all adjustment and chargeback fees that may be EBT benefits unlawfully received by either you or an EBT recipient to the
charged by a debit network. extent permitted by law
An adjustment may be initiated for many reasons, including: • Don't dispense cash for FNS, SNAP, and WIC Benefits
− The cardholder was charged an incorrect amount, whether too little or • Don't disclose individually identifiable information relating to an EBT
too much recipient or applicant for EBT benefits without prior written approval of
− The cardholder was charged more than once for the same transaction the applicable state
− A processing error may have occurred that caused the cardholder to • Don't use the marks of any EBT service provider without prior written
be charged even though the transaction did not complete normally at approval from such EBT service provider
the POS • Don't indicate that we, any state or its EBT service provider endorse
− A cardholder is disputing the goods or services provided your goods or services
All parties involved in processing adjustments and chargebacks are • Don't require or in your advertising suggest, that any EBT recipient must
regulated by timeframes that are specified in the operating rules of the purchase goods or services from you as a condition to receiving cash
applicable debit network, the Electronic Funds Transfer Act, Regulation E, benefits, unless such condition applies to other customers as well
and other applicable law. You must take sole responsibility for the provision of any EBT benefits
7 Electronic Benefit Transfer transactions other than in accordance with authorizations received from the EBT service
We offer electronic interfaces to Electronic Benefit Transfer (EBT) networks provider.
for the processing, settlement and switching of EBT transactions initiated If an authorized terminal is not working or the EBT system is not available:
through the use of a state-issued EBT card at your POS terminal(s), so that Do’s
EBT recipients may receive EBT benefits.
• Do manually accept EBT cards and manually provide EBT benefits in
EBT benefits may comprise:
the amount authorized through the applicable EBT service provider to
• United States Department of Agriculture, Food and Nutrition Service the EBT recipients at no cost to the EBT recipients upon presentation by
(FNS) an EBT recipient of their EBT card
• Supplemental Nutrition Assistance Program (SNAP) • Do obtain an authorization number for the amount of the purchase from
• Women, Infants, and Children Benefits (WIC Benefits) the applicable EBT service provider while the respective EBT recipient is
present and before you provide the EBT recipient with any FNS, SNAP,
• Government delivered cash and WIC benefits or cash benefits, as applicable
If you accept EBT transactions or provide EBT benefits: • Do properly and legibly enter the specified EBT recipient, clerk, and
Do’s sales information, including the telephone authorization number, on the
• Do provide EBT benefits to EBT recipients in accordance with applicable manual sales draft
law and the procedures set out in the Quest rules, in the amount • Do clear all manual vouchers authorizations on your POS terminal within
authorized through your terminal, upon presentation by an EBT recipient 14 days after the date of applicable voice authorization. If a voucher
of an EBT card, and such EBT recipient's entry of a valid PIN expires before it has been cleared by your terminal for payment, no
further action can be taken to obtain payment for the voucher

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Don’ts 9 Authorizations
• Don't attempt to voice authorize a manual EBT transaction if the EBT General
recipient is not present to sign the voucher. The EBT recipient must sign • You must obtain an authorization approval code from us for all
the voucher. You must give a copy of the voucher to the EBT recipient at transactions
the time of authorization and retain one copy for your records
• A positive authorization response remains valid for the time frame set
• Don't resubmit a manual sales draft for payment for a transaction if you out in Section 19
have not received an authorization number
• An authorization approval code only indicates the availability of funds on
• Don't mail vouchers requesting payment an account at the time the authorization is requested. It does not
You must take sole responsibility for (and you will not be reimbursed in indicate that the person presenting the card is the rightful cardholder, nor
respect of) a manual transaction, if you fail to obtain an authorization is it a promise or guarantee that you will not be subject to a chargeback
number from the applicable EBT service provider in accordance with this or adjustment
section or otherwise fail to process the manual transaction in accordance • You must not attempt to obtain an authorization approval code from
with the Quest rules, except as specifically provided in the Quest rules. anyone other than us, unless we have authorized you to use a third-
8 Surcharging requirements party authorization system as set out in Section 9. An authorization
A Surcharge is an additional fee that you add to relevant transactions as approval code from any other source may not be valid
permitted by Payment Network Rules and applicable laws (together, • If you use AVS, you must review the AVS response separately from the
Applicable Laws). Merchants must receive prior approval from Processor authorization response and make your own decision about whether to
before assessing a Surcharge. accept the transaction. A transaction may receive an authorization
If you participate in Surcharging the following terms and conditions apply: approval code from the card-issuing bank even if AVS is unavailable or
reflects that the address provided to you does not match the billing
Do’s
address on file at the card-issuing bank
• Provide notice to the merchant's acquirer/Payment Networks before
• If you receive a referral response to an attempted authorization, you
beginning to Surcharge, as applicable based on Payment Network rules
must not:
• Disclose the existence and amount of any Surcharges on a stand-alone
− Submit the transaction without calling for and receiving a voice
basis in locations that the consumer is likely to see prior to committing to
authorization
a transaction, including signs or postings, webpages, advertising
materials, catalogues, or menus − Attempt another authorization on the same card through your POS
device
• Provide disclosures that are prominent and easily visible to customers
• You must not attempt to obtain multiple authorizations for a single
− Place disclosures prominently on websites and the information should
transaction. If a sale is declined, do not take alternative measures with
appear, at a minimum, before proceeding to checkout, in addition to
the same card to obtain an approval of the sale from other authorization
other pages
sources. Instead, request another form of payment
− If a POS register is being used for the transaction, the sign should be
• If you fail to obtain an authorization approval code or if you submit a
located near the register such that a customer would see it prior to
card transaction after receiving a decline (even if a subsequent
initiating the checkout process
authorization attempt results in an authorization approval code), your
− On a sign prominently near an entrance or other high-traffic part of the transaction may result in a chargeback and it may be assessed fines or
facility fees by the Payment Networks for which you will be responsible. Fees
− On a receipt, the disclosure must be broken out as its own line item, currently range from $25 to $150 per transaction
showing a dollar amount and how that dollar amount is added into the • You will be charged for a request for an authorization approval code
total cost (where applicable), whether or not the transaction is approved
• Use the word “Surcharge” to describe the fee, accurately reflect the • For Card Present transactions, it is highly recommended that you use
reason for the Surcharge and describe it as a Surcharge you are your electronic authorization device to swipe (magnetic stripe), tap/wave
assessing for accepting relevant transactions as permitted by Applicable (contactless) or insert (chip) cards
Laws CNP transactions
• If the Surcharge is calculated as a percentage of the transaction It is highly recommended that you obtain the 3-digit card verification code
amount, clearly disclose in writing the dollar and cents amount of the on the back of the card (or the 4-digit verification code on the front of
Surcharge prior to processing the charge. In the context of a card not American Express cards) and that you include this code with each CNP
present transaction, the dollar amount of the Surcharge must be authorization request unless the transaction is a recurring transaction.
disclosed prior to processing the transaction
For recurring transactions, submit the card verification code only with the
• Provide full refunds for the exact dollar amount of the original transaction first authorization request and not with subsequent authorization requests.
including tax, handling charges, and any Surcharges
For American Express CNP transactions, please also refer to Appendix 2.
• For partial refunds relating to Surcharge transactions, the Surcharge For Discover Network CNP transactions, please also refer to Appendix 3.
amount must be prorated PayPal and Alipay do not allow CNP transactions.
Don’ts Authorization through telephone (other than terminal/electronic
• Do not Surcharge for debit, prepaid card or other transactions as device users)
prohibited by Applicable Laws • You must call your designated Voice Authorization Toll-Free Number and
• Do not Surcharge on debit card transactions for which the cardholder enter the authorization information into the VRU using a touch-tone
using a debit card chooses “credit” on the POS terminal phone or hold for an authorization representative
• Do not characterize the Surcharge in a way that suggests it is not being • If the Voice Authorization Center asks you to obtain identification from
imposed by the business itself (such as calling it “mandatory”) or that it the cardholder before issuing an approval code, you must clearly write
is being imposed solely to cover credit card costs the appropriate identification source and numbers in the space provided
on the sales draft
• If the Voice Authorization Center asks you to confiscate a card, do not
take any action that will alarm or embarrass the card presenter and send
Part 2 the card to Rewards Department, P.O. Box 5019, Hagerstown, MD
This part of the Your Payments Acceptance Guide reviews essential 21740. You may be paid a reward for the return of the card
elements of a transaction, including authorizations, issuing refunds and • If the sale is declined, please remember that our operators are only
exchanges, and handling special transactions like recurring payments. relaying a message from the card-issuing bank. The fact that a sale has
You'll also find information about chargebacks and processes to put in been declined must not be interpreted as a reflection of the cardholder's
place to avoid chargebacks. Feel free to contact Customer Service with creditworthiness. You must instruct the cardholder to call the card-
any questions that arise as you review this information. issuing bank

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Authorization via electronic devices • For Discover Network transactions, partial authorization support is
• If you use an electronic terminal to obtain authorization approval codes, optional for CNP transactions. If you support partial authorizations, a
you must obtain the authorization approval codes for all sales through partial authorization indicator must be included in each authorization
this equipment request
• If your terminal malfunctions, please refer to your Quick Reference You must submit an authorization reversal if the authorization is no longer
Guide or call the POS Help Desk. Please remember to check your needed, a partial amount of the total authorized is submitted for the settled
terminal periodically because most terminal problems are temporary in transaction or the cardholder elects not to complete the purchase. The
nature and are quickly corrected transaction sent for settlement must be no more than the amount approved
in the partial authorization response. If you wish to support partial
• If a terminal is moved or if wires are disconnected, causing malfunction, authorization functionality, you must contact Customer Service for
call the POS Help Desk immediately and follow their instructions. You additional rules and requirements.
may be responsible for any service charges incurred for reactivation of
10 Special types of transactions
the terminal
Payment by installments
• Until the terminal becomes operable, you must call your designated
Voice Authorization Toll-Free Number and enter authorization If a cardholder makes a deposit toward the full amount of the sale price
information into the VRU using a touch-tone phone and pays the balance on delivery, please follow the procedures set out in
this section.
Third-party authorization systems
Do’s
If you have contracted to use one of our authorization services, you must
not use another third-party authorization system without notifying Customer • Do execute two separate sales drafts and obtain an authorization for
Service. Otherwise, we will be unable to successfully research and defend each sales draft on each transaction date
any authorization related chargebacks on your behalf. This delay will • Do indicate on each sales draft:
significantly decrease your time to research and provide proof of
authorization, thus reducing your opportunity to reverse a chargeback. − Whether it is for the deposit or the balance of payment
If you use another authorization network: − The authorization date and approval code
• You will be responsible for the downgrade of any transactions to a higher • Do submit and seek authorization of each delayed delivery transaction
cost interchange that result from any mismatch of information to our under the same merchant identification number and treat deposits on
systems and those of third-party authorization networks the card no differently than you treat deposits on all other payment
products
• Liability resulting from discrepancies with that network must be resolved
between you and that network. We will not research chargebacks • Do complete Address Verification for each “balance” authorization
resulting from authorization approval codes obtained from another • Do obtain proof of delivery upon delivery of the services/merchandise
authorization service organization. Such chargebacks will be passed purchased
through to you for resolution. If an authorization provided by a third-party Don’ts
authorization system is challenged in a chargeback, you must obtain
proof (for example, third-party authorization logs) from the authorization • Don't submit sales data to us relating to the “balance” until the goods
source and submit it to us within the time frame specified on the have been completely delivered or the services fully provided
chargeback documentation If delivery occurs after the time frames set out in Section 19, you must
Call the following for other card types, each of which is available 24 obtain a new authorization for the unprocessed portion of the transaction
hours/day; 7 days/week: prior to delivery. If the transaction is declined, contact the cardholder and
request another form of payment.
American Express Direct 1-800-528-2121
For example: On January 1, a cardholder orders $2,200 worth of furniture
JCB, International (For YEN and CAD currency only) 1-800-522-9345
and you receive an authorization for the full amount; however, only a $200
TeleCheck 1-800-366-5010 deposit is processed leaving a $2,000 balance remaining on the furniture.
Voyager 1-800-987-6589 An authorization reversal must be processed for $2,000. When the goods
are available to ship, the $2,000 transaction balance must be reauthorized.
WEX 1-800-842-0071
Advance payment charges
You must enter manually all approved sales that have been authorized in
this manner as “post authorization” transactions into the terminal, once the If you permit or require cardholders to make advance payment charges for
terminal becomes operational. You must enter all credit transactions into the following types of goods or services, please follow the procedures set
the terminal for data capture. If you receive a referral and subsequently out in this section:
receive an approval, you may be subject to a chargeback. • Custom orders (for example, orders for goods to be manufactured to a
For specific procedures on electronic data capture, refer to the Terminal customer's specifications)
Operating Instructions/Users Guide. If the terminal malfunctions for • Ticketing for events or entertainment (for example, sporting events or
more than 24 hours, contact Customer Service for further instructions on concerts)
processing your transactions.
• Tuition, room, board and other mandatory fees (for example, library or
Automated dispensing machines other students services fees at universities)
You must produce records for all transactions originating with automated • Tickets for airlines, rail lines, cruise lines, lodging and other travel-
dispensing machines or limited-amount terminals. Such records must related services (for example, tours or guided expeditions)
include the last four digits of the cardholder account number, merchant's
name, terminal location, transaction date, identification of transaction • Vehicle rentals
currency, transaction type (purchase), authorization code, and amount. • In-store merchandise not immediately available (for example,
For Discover Network transactions, please refer to Appendix 3 for merchandise prepurchased for an upcoming sale event or merchandise
instructions on how to cancel an authorization. For PayPal transactions, on layaway)
please refer to Appendix 4 for instructions on how to cancel an For all advance payment transactions:
authorization.
• Do state your full cancellation and refund policies
Partial authorization and authorization reversal
• Do clearly disclose your intention to receive advance payment
Partial authorization provides an alternative to a declined transaction by
permitting a card- issuing bank to return an authorization approval for a • Before you request an authorization, do obtain written consent from the
partial amount. This amount is less than the transaction amount requested cardholder to bill the card for an advance payment charge
because the available card balance is not sufficient to approve the The cardholder's consent must include: (1) a detailed description of the
transaction in full. The cardholder is able to use the funds remaining on the goods or services to be provided and (2) his or her agreement to all of the
card to pay for a portion of the purchase and select another form of terms of the sale (including price, any cancellation or refund policies) and
payment (in other words, another payment card, cash, and check) for the the expected delivery date of the goods or services.
remaining balance of the transaction.

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• Do obtain an authorization approval If you or we have terminated your right to accept cards, you must not
submit authorization requests or sales data for recurring transactions that
• Do complete a sales draft
are due after the date of such termination.
• If you cannot deliver the goods or services (for example, because
For American Express transactions, please also see Appendix 2.
custom-ordered merchandise cannot be fulfilled) and cannot make other
arrangements, do immediately issue a credit for the full amount of the Stored payment credential transactions
advance payment charge If you store information (including, but not limited to, an account number or
For CNP transactions involving an advance payment: payment token) to process future purchases on behalf of the cardholder,
follow the procedures set out in this section.
• Do ensure that the sales draft contains the words “Advance Payment”
Do’s
• Within 24 hours of the advance charge being authorized, do provide the
cardholder with written confirmation that advance payment charge has • Do include the appropriate data values when a payment credential is
been made, the written confirmation must include (1) a detailed being stored for the first time
description of the goods or services to be provided; (2) the amount of • Do include the appropriate data values when a payment credential is
the charge; (3) the confirmation number (if applicable); (4) the details of being used to initiate a stored credential transaction
any cancellation or refund policies; and (5) the expected delivery date of
• Do include the appropriate data values when a payment credential is
the goods or services
being used to identify an unscheduled credentials on file transaction
Recurring transactions
• Do submit a valid authorization if an amount is due at the time the
If you process recurring transactions and charge a cardholder's account payment credential is being stored
periodically for goods or services (for example, yearly subscriptions, annual
membership fees, etc.), please follow the procedures set out in this • Do submit an authorization verification if no payment is due at the time
section. the payment credential is being stored
Do’s Don’ts
• Do obtain written cardholder approval for goods or services to be • Don't store a payment credential, if either the first payment transaction
charged on a recurring basis to the cardholder's account. Approval must or account verification is declined
at least specify: Card checks
− The cardholder's name, address, account number, and expiration date If you accept card checks, you must treat checks from all the payment
networks that you accept equally (for example, if you accept Mastercard
− The transaction amounts
and American Express, your check acceptance policy must treat checks for
− The timing or frequency of recurring charges both of these payment networks equally). You should handle these card
− For Discover Network and PayPal transactions, the total amount of checks like any other personal check drawn upon a bank in the United
recurring charges to be billed to the cardholder's account, (that is, States.
taxes and tips) and your merchant identification number 11 Sales drafts
• Do obtain an authorization for each transaction Do’s
• At least 7 days before a recurring transaction, notify the cardholder • Do prepare a sales draft for each transaction and provide a copy of the
through email or other agreed method of communication if any of the sales draft or transaction receipt to the cardholder at the time the card
following: transaction is completed; an exception is eligible transactions
− A trial period, introductory offer, or promotional period is going to end. participating in any of the 'No Signature Required' programs
Include in the communication the transaction amount and transaction • Do only collect transaction data provided directly to you by the
date of subsequent recurring transactions and a link or other simple cardholder
mechanism to enable the cardholder to easily cancel transactions • Do include all of the following information on a single page document
online or through SMS/text message constituting the sales draft:
• Do include the recurring payment indicator in each authorization request − The cardholder's account number
and as applicable, each batch submission entry
− Cardholder's signature, unless you participate in any of the 'No
• Do indicate on the sales draft “Recurring Transaction” (or “P.O.” for Signature Required' programs. For the 'No Signature Required'
Mastercard transactions) programs, Visa, Mastercard, Discover Network, and American
• For Discover Network and PayPal recurring transactions, do include a Express do not require you to obtain signatures at the POS for credit
toll-free customer service number that the cardholder can call to cancel or debit transactions unless required by law
his/ her approval for the recurring transaction or to obtain other − Date of the transaction
assistance relating to the recurring transaction
− The total amount of the transaction, including any taxes to be
Don’ts
collected, in the approved currency of the sale
• Don't include partial payments for goods or services purchased in a
− Description of the goods or services involved in the transaction - if
single transaction
there are too many items, combine them a single description; (for
• Don't impose a finance charge in connection with the recurring example, “clothing”) to ensure that all information is contained on a
transaction or preauthorized order single page
• Don't complete a recurring transaction after receiving a cancellation − Description of your merchandise return and credit/refund policy
notice from the cardholder or card-issuing bank or after a request for
− A valid authorization code
authorization has been denied
− Merchant's Doing Business As (DBA) name and location (city and
• Don't store a payment credential if either the first payment transaction or
state required) and merchant identification number. The merchant
account verification is declined
identification number is optional but if provided for Discover Network,
It is highly recommended that you obtain the 3-digit card verification code include only the last 4 digits
on the back of the card (or the 4-digit verification code on the front of
Don’ts
American Express cards), include the number with the first authorization
request. This is not required for subsequent authorization requests. • Don't include the card expiration date or any more than the last 4 digits
of the card number in the copy of the sales draft which you provide to
A positive authorization response for one recurring transaction is not a
the cardholder
guarantee that any future recurring transaction authorization request will be
approved or paid. • If you are EMV-enabled, you may elect to participate in the 'No
If the recurring transaction is renewed, you must obtain from the cardholder Signature Required' programs. For the 'No Signature Required'
a new written request for the continuation of such goods or services to be programs, you are not required to:
charged to the cardholder's account. − Provide a transaction receipt, unless requested by the cardholder

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 − Obtain the cardholder's signature provided you transmit the full track • Don't process a credit transaction after a chargeback has been received
data/full chip card data in the authorization request regardless of the Your website must communicate your refund policy to your customers and
sale amount require your customers to select a “click-to-accept” or another affirmative
12 Refunds button to acknowledge the policy. The terms and conditions of the
Do’s purchase must be displayed on the same screen view as the checkout
screen that presents the total purchase amount or within the sequence of
• Do obtain an authorization on refund transactions. For American website pages the cardholder accesses during the checkout process.
Express transactions, please refer to Appendix 2
For American Express transactions, please also refer to Appendix 2.
• Do provide clear instructions to your customers regarding returns,
13 Exchanges
including the following:
For an even exchange, no additional paperwork is necessary, and you may
− Customer service telephone number
simply follow your standard company policy.
− Reference number for the return For an uneven exchange, you must complete a credit draft and follow the
− Expected processing time for the credit procedures outlined in Section 12 for the total amount of goods returned.
− Return address, preferably on a preformatted shipping label (if The cardholder's account will be credited for that amount. Then, complete
applicable) a new sales draft for the total amount of any new goods purchased.
• Do document your cancellation policy and terms and conditions on the 14 Chargebacks, retrievals, and other debits
contract the cardholder signs or on your website, as applicable Chargebacks
• Do create a credit draft containing the following information for every Both the cardholder and the card-issuing bank have the right to question or
refund: dispute a transaction. If such questions or disputes are not resolved, a
chargeback may occur. You are responsible for all chargebacks, our
− The account number
chargeback fees and related costs arising from your transactions. As a
− The cardholder's name result, we will debit your settlement account or settlement funds for the
− Your name, city, state and merchant identification number amount of each chargeback.
− Merchant identification number is optional but if provided for Discover Due to the short time frames and the supporting documentation necessary
Network, only include the last 4 digits to successfully (and permanently) reverse a chargeback in your favor, we
strongly recommend that:
− Transaction type
• You adhere to the guidelines and procedures outlined in this guide
− A description of the goods or services
• If you do receive a chargeback, investigate and if you dispute the
− The transaction date of the credit chargeback, submit the appropriate documentation within the required
− The total amount of the credit time frame
− For Discover Network transactions, the approved currency used and • Whenever possible, contact the cardholder directly to resolve the
the signature of your authorized representative or employee dispute (except with respect to a Discover Network cardholder with
whom direct contact regarding the dispute is prohibited by Discover
− For PayPal transactions, the approved currency used and the
Network Payment Network Rules)
signature of your authorized representative or employee
• If you have any questions, call Customer Service
• Do submit all credit drafts to us within the timeframes set out in Section
19 You must not process a credit transaction once a chargeback is received,
even with cardholder authorization, as the credits may not be recoverable,
• Do submit each credit under the establishment where the credit
and you may be financially responsible for the credit as well as the
originated
chargeback. Instead, the card-issuing bank will credit the cardholder's
• Do provide full refunds for the exact dollar amount of the original account.
transaction including tax, handling charges, Surcharges, etc. and under Chargeback process
no circumstances provide a refund amount for more than the original
card sale amount If the card-issuing bank submits a chargeback, we will send you a
chargeback notification, which may also include a request for transaction
• For partial refunds relating to Surcharge transactions, the Surcharge documentation. It is important that you respond to a chargeback notification
amount must be prorated and transaction documentation request within the time frame set out in the
• Do write clearly all amounts and other handwritten information - stray notification.
marks on the credit draft will render it illegible Upon receipt of a transaction documentation request, you must
• Do ensure that the cardholder signs the credit draft, give the cardholder immediately retrieve the requested sales draft(s) using the following
the appropriate copy and deposit the credit draft immediately guidelines:
Don’ts − Make a legible copy, centered on 8-1/2 x 11-inch paper (only 1 sales
• Don't circle or underline any information on the credit draft draft per page)

• Don't credit an account that differs from the account used for the original − Write the 'case number' from the request for transaction
transaction documentation on each copy/page
− If applicable, make copies of a hotel folio, car rental agreement,
• Don't include the card expiration date or any more than the last 4 digits
of the card number in the copy of the credit draft which you provide to mail/phone/internet order form or other form of receipt
the cardholder − If a credit transaction has been processed, make a copy of the credit
• Don't give cash, check, credit refunds, or other consideration for card draft
sales, with the exception of the following: − Letters are not acceptable substitutes for sales drafts
− If the card used to make the purchase is not available or the refund We strongly recommend that you also include a detailed rebuttal letter
transaction authorization request is declined along with all pertinent documents when responding to a transaction
request or a chargeback notification (for example, rental agreement, the
− Visa Easy Payment Service Transaction or if EMV-enabled and
portion signed by the cardholder; and the area where the authorization
participating in Visa's “No Signature Required” program
codes, with amounts and dates, are located).
− The recipient of the gift is not the cardholder
If the information you provide is both timely and, in our sole discretion,
− Visa prepaid card transaction if the cardholder states that the Visa sufficient to warrant a re-presentment of the transaction or reversal of the
prepaid card has been discarded chargeback, we will do so on your behalf. However, a reversal is ultimately
• Don't intentionally submit a sale and an offsetting credit at a later date contingent upon the card-issuing bank and/ or cardholder accepting the
solely for the purpose of debiting and crediting your own or a customer's transaction under applicable payment network guidelines. Re-presentment
account or reversal is not a guarantee that the chargeback has been resolved in
your favor.

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If we do not receive a clear, legible, and complete copy of the transaction • Transaction processed with an invalid account number and authorization
documentation within the time frame specified on the request, you may be was not obtained
subject to a chargeback for “non-receipt” for which there is no recourse.
• Card Recovery Bulletin (CRB) or Exception File was not checked
If you do not dispute the chargeback within the applicable time limits as set (transactions below floor limit)
by the payment network rules and regulations, you will forfeit your reversal
Recommendations to reduce risk of chargeback
rights.
• Obtain valid authorization on the day of the transaction
The card-issuing bank may charge a handling fee which will be debited
from your settlement account or settlement funds if a transaction • If you receive the following responses:
documentation request results from a discrepancy between the sales draft − Decline — Request another form of payment from the cardholder
and the transmitted record regarding any of the following:
− Referral — Follow the voice procedures to obtain a valid authorization
− The name of your business and obtain an imprint of the card
− The city, state, or country listed for your business − Pick Up — Means that the card-issuing bank is asking for the card to
− The transaction date be returned—you must not accept the card for payment and, in
addition, you may retain the card and send it to us so that we can
Visa: 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 arrange for its return to the card-issuing bank
submit the matter for arbitration before Visa. Visa currently charges a filing • You must not exceed any predetermined thresholds for specific POS
fee and a review fee. Whether or not a decision is made in your favor, you device types as specified by each payment network
will be responsible for all such fees and charges and any other applicable • You must ship goods within the timeframe set out in Section 19, after
fees and charges imposed by Visa. Such fees and charges will be debited you have obtained authorization
from your settlement account or settlement funds, in addition to the
chargeback. Chargebacks due to cancellation and returns
STAR: If we reverse the chargeback and re-present the transaction to the Description
card-issuing bank, the card-issuing bank, at its sole discretion, may elect to • Credit was not processed properly, or the cardholder has canceled or
submit the matter for arbitration before STAR. Whether or not a decision is returned items
made in your favor, you will be responsible for all fees and charges relating Likely scenario
to that arbitration and any other applicable fees and charges imposed by
STAR. Such fees and charges will be debited from your settlement account • Cardholder received damaged or defective merchandise
or settlement funds, in addition to the chargeback. • Cardholder continued to be billed for canceled recurring transaction
Mastercard: If we reverse the chargeback and re-present the transaction • Credit transaction was not processed
to the card- issuing bank, the card-issuing bank, at its sole discretion, may
Recommendations to reduce risk of chargeback
elect to resubmit the chargeback. In such an event, at our discretion, we
will debit your settlement account or settlement funds for the chargeback. • Issue credit to the cardholder on the same account as the purchase in a
However, if you feel strongly that it is an invalid chargeback, we may, on timely manner
your behalf and at your request, submit the matter for arbitration before • Do not issue credit to the cardholder in the form of cash, check, or in-
Mastercard. Mastercard currently charges a filing fee and a review fee. store/merchandise credit as we may not be able to recoup your funds if
Whether or not a decision is made in your favor, you will be responsible for the transaction is charged back
all such fees and charges and any other charges imposed by Mastercard.
Such fees and charges will be debited from your settlement account or • For recurring transactions ensure customers are fully aware of the
settlement funds, in addition to the chargeback. conditions:
Discover Network: If Discover Network rejects our re-presentment − Cancel recurring transactions as soon as notification is received from
request and you feel strongly that the chargeback is invalid, we may, at our the cardholder or as a chargeback and issue the appropriate credit as
discretion and on your behalf and at your request, submit the matter for needed to the cardholder in a timely manner
dispute arbitration before Discover Network. Discover Network charges − Notify the cardholder within 10 days (domestic) and 15 days
acquirers fees for re-presentment requests and matters submitted to (international) in advance of each billing, to allow the cardholder time
Discover Network for arbitration. We, in turn, may charge you fees for to cancel the transaction
these items.
• Provide proper disclosure of your refund policy for returned/canceled
PayPal: If PayPal rejects our re-presentment request and you feel strongly merchandise or services to the cardholder at the time of transaction.
that the chargeback is invalid, we may, at our discretion and on your behalf Card present, cardholder signed the sales draft containing disclosure
and at your request, submit the matter for dispute arbitration before
PayPal. PayPal charges acquirers fees for re-presentment requests and • If applicable, the words “No Exchange, No Refund”, etc. be clearly
matters submitted to PayPal for arbitration. We, in turn, may charge you printed in 1/4-inch lettering on the sales draft:
fees for these items. − eCommerce, provide disclosure on your website on the same page as
American Express: You may request a chargeback reversal if the check out. Require the cardholder to click to accept prior to
chargeback was applied in error, provided that (1) you have responded to completion
the original inquiry within the specified time frame set out in your dispute − CNP, provide the cancellation policy at the time of the transaction
notification and (2) you have provided all supporting documentation to • For any Travel and Entertainment (T&E) transaction, provide
substantiate the error. cancellation numbers to cardholders when the services are canceled
Alipay: Refer to Appendix 5.
• Ensure delivery of the merchandise or services ordered to the
Chargeback reasons cardholder
The following section outlines the most common types of chargebacks. • Participate in recommended fraud mitigation tools
This list is not exhaustive. Within each group, we have included
Chargebacks due to fraud
recommendations on how to reduce the risk of chargebacks. These are
recommendations only and do not guarantee that you will eliminate Description
chargebacks. Transactions that the cardholder claims are unauthorized; the account
Chargebacks due to authorization Description number is no longer in use or is fictitious, or the merchant was identified as
“high risk.”
Proper authorization procedures were not followed and valid authorization
was not obtained. Note: For Visa transactions, to ensure that you preserve your chargeback
rights, you must:
Likely scenario
• Complete a retrieval request and provide a sales slip that contains all
• Authorization not obtained
required data elements
• Authorization was declined
• Respond to all retrieval requests with a clear legible copy of the
• Transaction processed with an expired card and authorization was not transaction document that contains all required data elements within the
obtained specified timeframe
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Likely scenario • Cardholder received merchandise that was defective, damaged or
• Multiple transactions were completed with a single card without the unsuited for the purpose sold or did not match the description on the
cardholder's permission transaction documentation/verbal description presented at the time of
purchase
• A counterfeit card was used, and proper acceptance procedures were
not followed • Cardholder paid with an alternate means and their card was also billed
for the same transaction
• Authorization was obtained; however, full track data was not transmitted
• Cardholder canceled service or merchandise and their card was billed
• The cardholder states that they did not authorize or participate in the
transaction • Cardholder billed for a transaction that was not part of the original
transaction document
Recommendations to reduce the risk of chargeback Card Present
Transactions: • Cardholder claims to have been sold counterfeit goods
• Obtain an authorization for all transactions • Cardholder claims the merchant misrepresented the terms of sale
• For recurring transactions ensure customers are fully aware of the Recommendations to reduce such risk of chargeback
conditions: • Provide Services or Merchandise as agreed upon and described to the
− Cancel recurring transactions as soon as notification is received from cardholder; clearly indicate the expected delivery date on the sales
the cardholder or as a chargeback and issue the appropriate credit as receipt or invoice
needed to the cardholder in a timely manner • Contact the cardholder in writing if the merchandise or service cannot be
− Notify the cardholder within 10 days (domestic) and 15 days provided or is delayed and offer the cardholder the option to cancel if
(international) in advance of each billing, allowing the cardholder time your internal policies allow
to cancel the transaction • If the cardholder received defective merchandise or the merchandise
− American Express customers have the option to receive written received was not as described, resolve the issue with the cardholder at
notification of the recurring transaction at least 10 days prior to first contact
submitting or any time the charge amount exceeds a maximum • If the merchandise is being picked up by the cardholder, have them sign
amount that has been set by the cardholder for the merchandise after inspecting that it was received in good
• If you are utilizing an electronic device to capture card data, swipe, dip, condition
or wave all card transactions through your electronic authorization • Do not charge the cardholder until the merchandise has been shipped,
device to capture cardholder information. When applicable, ensure the according to the agreed upon terms, and a signed Proof of Delivery from
displayed cardholder number matches the number on the card the cardholder is obtained
• You should avoid keying the card data into your electronic authorization • If unable to provide services or merchandise, issue a credit to the
device unless you are unable to capture the card data through one of cardholder in a timely manner
the above methods. If you do key the card data into your electronic
• Accept only one form of payment per transaction and ensure the
authorization device, it is highly recommended that you also key in the
cardholder is only billed once per transaction
3- or 4-digit verification code
• Do not bill cardholder for loss, theft or damages unless authorized by the
If you are not participating in the “No Signature Required” program:
cardholder
• Obtain the cardholder signature for all transactions; ensure the signature
• Ensure that a description of the service or merchandise provided is
on the sales draft matches the signature on the back of the card
clearly defined
• Process all transactions one time and do not batch out transactions
Chargebacks due to processing errors
multiple times
Description
• Educate staff on procedures to eliminate POS fraud
Error was made when transaction was processed, or it was billed
CNP Transactions: incorrectly.
• Ensure delivery of the merchandise or services ordered to the Likely scenario
cardholder
• The transaction was not deposited within the payment network specified
• Participate in recommended fraud mitigation tools: time frame
− Verified by Visa Program • The cardholder was issued a credit draft, however, the transaction was
− Mastercard SecureCode processed as a sale
− Address Verification Services (AVS) • The transaction was to be processed in a currency other than the
− Use of card verification code currency used to settle the transaction

Note: While transactions utilizing these tools may still be disputed, the • The account number or transaction amount used in the transaction was
service may assist you with your decision to accept certain cards for incorrectly entered
payment. • A single transaction was processed more than once to the cardholder's
• Ensure you ship to the AVS confirmed address (bill to and ship to must account
match) • The cardholder initially presented the card as payment for the
• Obtain authorization for all transactions transaction, however, the cardholder decided to use an alternate form of
payment
• Ensure merchant descriptor matches the name of the business and is
displayed correctly on the cardholder statement • A limited amount or self-service terminal transaction was processed for
an amount over the predetermined limit
• Ensure descriptor includes correct business address and a valid
Recommendations to reduce risk of chargeback
customer service number
• Process all transactions within the payment network specified time
• Please refer to Appendix 2 for American Express fraud mitigation tools
frames
Chargebacks due to cardholder disputes
• Ensure all transactions are processed accurately and only one time
Description
• If a transaction was processed more than once, immediately issue voids,
Goods or services not received by the cardholder, Merchandise defective transaction reversals or credits
or not as described.
• Ensure that credit transaction receipts are processed as credits and sale
Likely scenario transaction receipts are processed as sales
• Services were not provided, or merchandise was not received by the • Ensure all transactions receive a valid authorization approval code prior
cardholder to processing the transaction and obtain a legible magnetic swiped,
• Cardholder was charged prior to merchandise being shipped or dipped, tapped or waved sales draft that is signed
merchandise was not received by agreed upon delivery date or location
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• Do not alter transaction documentation or make any adjustments unless • Appear to be re-embossed (the original numbers or letters may be
the cardholder has been contacted and agrees to modifications of the detected on the back of the card)?
transaction amount • Have a damaged hologram?
• Ensure limited amount, self-service and automated fuel dispenser • Have a Magnetic Stripe on the back on the card?
terminals are set properly to conform to the predetermined limits
• Have valid from (effective) and valid thru (expiration) dates consistent
Chargebacks due to non-receipt of information
with the sale date?
Description
We also recommend that you are vigilant for any cardholder who behaves
Failure to respond to a retrieval request or the cardholder does not as follows, specifically in relation to prepaid cards:
recognize the transaction.
• Frequently makes purchases and then returns the goods for cash
Likely scenario
• Uses prepaid cards to purchase other prepaid cards
• The transaction documentation was not provided to fulfill the retrieval
• Uses large numbers of prepaid cards to make purchases
request
Gift Cards, jewelry, video, stereo, computer and camera equipment, shoes
• The retrieval request was fulfilled with an illegible sales draft or was an
and men's clothing are typically fraud-prone because they can easily be
invalid fulfillment (incorrect sales draft or the sales draft did not contain
resold. Also be suspicious of high dollar amounts and transactions with
required information that may include signature if you are not
more than one fraud-prone item, (for example, 2 laptops, 3 gold chains,
participating in the “No Signature Required” program)
etc.).
• The cardholder does not recognize or is unfamiliar with the transaction
due to the merchant name or location not matching the name or location
where the transaction took place
Part 3
Recommendations to reduce such risk of chargeback
In this part of the guide you'll find helpful information about what to do if a
• Provide a clear and legible copy of the sales draft that contains all card is left at your business, how long you must retain copies of records,
required data elements within the required time frame that is specified how to return equipment, and important transaction timeframes. This is
on the retrieval request also where you'll find additional guidelines for specific industries including:
• Ensure that the most recognizable merchant name, location and • Lodging
customer service phone number is provided on all transactions
• Vending machines
• Retain copies of all transaction documentation for the required time
frame that is specified by each payment network • Travel & Entertainment

• Develop efficient methods to retrieve transaction documentation to • Telecommunications

maximize ability to fulfill requests • Restaurants
15 Suspect/Fraudulent transactions • Petroleum
If the card being presented or the behavior of the person presenting the If you'd like additional information about anything you've read in the Your
card appears to be suspicious or you otherwise suspect fraud, you must Payments Acceptance Guide, please contact Customer Service.
immediately call the Voice Authorization Center and ask to speak to a Code 16 Lost/Recovered cards
10 operator. Answer all their questions and follow their instructions.
If a card is left behind and remains unclaimed, you should call the
While not proof that a transaction is fraudulent, the following are some appropriate payment network's Customer Service team via the number
suggestions to assist you in preventing fraudulent transactions that could below and they will instruct you on how to handle it:
result in a chargeback:
Visa 1-800-336-8472
Does the cardholder:
Mastercard 1-800-826-2181
• Appear nervous/agitated/ hurried?
Discover 1-800-DISCOVER (1-800-347-2683)
• Appear to be making indiscriminate purchases (for example, does not
AMEX 1-800-992-3404
care how much an item costs, the size, etc.)?
PayPal 1-877-569-1113
• Make purchases substantially greater than your usual customer (for
example, your average transaction is $60, but this transaction is for 17 Retention of records
$360)? You must securely retain legible copies of all sales drafts and credit drafts
• Insist on taking the merchandise immediately (for example, no matter or any other transaction records for the following periods:
how difficult it is to handle, is not interested in free delivery, alterations, Mastercard, Visa, and STAR: 13 months from the transaction date. 5
etc.)? years for healthcare sales drafts and credit drafts.
• Appear to be purchasing an unusual amount of expensive items or the Discover Network: The longer of (1) 365 days or (2) the resolution of any
same items? pending or threatened disputes, claims, disagreements or litigation
• Take an unusual amount of time to sign the sales draft or look at the involving the card transaction. You must also keep images or other copies
back of the card as he signs? of sales drafts for no less than 3 years from the date of the Discover
Network transaction.
• Take the card from a pocket instead of a wallet?
PayPal: The longer of (1) either (A) 1 year from the transaction date, or (B)
• Repeatedly come back, in a short amount of time or right before closing if the transaction date was subject to dispute, 2 years from the transaction
time, to make additional purchases? date or (2) the time period required by applicable law.
• Cause an unusual, sudden increase in the number and average sales American Express: 24 months from the date on which you submitted the
transactions over a one to three day period? sales draft or credit draft to us. You must provide all sales drafts and credit
• Tell you he has been having some problems with his card-issuing bank drafts or other transaction records requested by us within the shortest time
and request that you call a number that he provides) for “special” limits established by payment network rules.
handling or authorization? 18 Return of equipment
• Have a previous history of disputed charges? To return point of sale (POS) equipment that you do not own, you must call
• Place orders to be shipped to an address other than the billing address Customer Service for the address of the location to send the device
or use anonymous/free email domains? You must include the following information in the shipping box:
• Place orders sent to ZIP codes or countries where you show a history of − Your name, address and phone number
fraudulent claims? − The name of the person to contact if there are any questions
Does the card: − Your merchant identification number
• Have characters the same size, height, style and all within alignment? − The lease number (if applicable)

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 − The serial number of the POS device (found on the underside of the • The reservation cancellation number
POS device) • The date of cancellation
You must return the POS device in a manner that can be tracked.
• The name of your employee that processed the cancellation
Reference the lease number (if applicable) on the return packaging.
• Any other pertinent information related to the reserved accommodations
19 Time frames
Preauthorization for Travel and Entertainment (T&E) and restaurant
Authorizations
merchants
A positive (approved) authorization response remains valid for:
If you are a business engaged in providing travel and entertainment
• 7 days for Mastercard electronic processed transactions services (for example, car rentals, hotels, motels, etc.) or a restaurant
• 10 days for Visa, Discover, and STAR electronic processed transactions business and engage in the practice of “preauthorization” you must comply
subject to the following exception: with the following general procedures:
− 30 days for Visa, Discover and PayPal, 20 days for STAR for the • A hotel, motel or car rental merchant may obtain an estimated
following Industries authorization at the time of check-in
o Car rental • Restaurants must not add an estimated tip amount to the authorization
request beyond the value of the goods provided or services rendered,
o Airline and passenger railway
plus any applicable tax
o Lodging
• You must notify the cardholder of the dollar amount you intend to
o Other Travel and Entertainment (T&E) categories “preauthorize”
• 7 days for American Express electronic processed transaction subject to • If the customer decides to use another form of payment (for example,
the following exception: cash, check, etc.) you must promptly call the Voice Authorization
− 30 days for the Travel and Entertainment (T&E) industries Response Unit to delete the authorization hold. Provide the cardholder's
account number original dollar amount, date of the transaction, and the
Delayed deliveries
authorization code. If a new transaction takes place, a new signed sales
If delivery is more than: draft for the exact amount and a new authorization code for that amount
• 7 days (Mastercard, Visa, American Express, and STAR transactions) must be obtained
• 10 days (Discover Network and PayPal transactions) • Vehicle rental providers may not include potential vehicle damage or
insurance deductibles in any pre-authorizations
• After the original transaction date and the initial authorization request,
you must reauthorize the unprocessed portion of the transaction prior to • If you receive a decline on a transaction, you must wait 24 hours before
delivery attempting to reauthorize. If you reauthorize prior to this time frame and
receive an approval, you may be subject to a chargeback and a fine
Refunds
imposed by the payment networks
You must submit all credit transactions to us within 5 days of determining
• Hotels, motels, and car rental merchants are allowed up to a 15%
that a credit is due.
variance above the amount authorized. If the final amount charged to
20 Additional provisions for specific industries the cardholder exceeds the original estimate by more than 15% above
Merchants in the lodging industry the preauthorization, you must authorize any additional amounts and all
incremental authorization codes must be written in the authorization
There are additional rules and requirements that apply to merchants in the
area along with the date of authorization and the amount authorized
lodging industry for practices including, but not limited to, guaranteed
reservations and charges for no shows, advance deposits, overbookings, • Preauthorization for certain establishments' services, are allowed up to a
and priority checkout. 20% (instead of 15%) variance above the amount authorized. If the final
If you are a lodging merchant and wish to participate in the payment amount exceeds the amount “preauthorized” by more than 20%, you
network lodging services programs, please contact your sales must authorize the additional amount. Estimating the authorization
representative or relationship manager for details and the appropriate amount to include a tip is prohibited. The authorization request must
payment network requirements. include only the amount associated with the bill presented to your
customer
You must provide the cardholder with written confirmation of a guaranteed
reservation. The confirmation must contain: • You must obtain an authorization for the initial estimated charges and
then monitor the charges to ensure that the actual charges made do not
• Cardholder's name as it appears on the card, if present exceed the estimated charges. If the actual charges exceed the amount
• Card number, truncated where required by applicable law to you or us of the initial estimated authorization (and any subsequent estimated
and card expiration date if present, unless prohibited by applicable law authorizations), then you must secure a positive authorization for the
to you or us additional amount. Subsequent authorizations must only be for the
additional amount of total charges and must not include any amounts
• Reservation confirmation number
already authorized
• Anticipated arrival date and length of stay
• The estimated amount of any preauthorization for lodging
• The cancellation policy in its entirety, inclusive of the date and time the accommodations must be based on:
cancellation privileges expire
− The intended length of stay
• Any other pertinent details related to the reserved accommodations
− The room rate
If a cardholder requests a cancellation in accordance with your cancellation
− Applicable taxes and service charges
policy and specified time frames, you must provide the cardholder with a
cancellation number and instructions to retain a record of it. − Other miscellaneous charges as dictated by experience
If a cardholder requests a written confirmation of the cancellation, you must • If an authorization request is declined, no charges occurring after that
provide this confirmation to the cardholder within 3 business days of such date will be accepted for that cardholder
request. For the purposes of this section, a business day means Monday • You do not need to obtain a final authorization if the total sum of charges
through Friday, excluding Bank holidays. (the final amount) does not exceed 20% of the previously authorized
The cancellation confirmation must contain: charges. You must record the dates, authorized amounts and their
• The cardholder's reference that charges were placed on the card, if respective authorization approval codes on the sales draft(s)
applicable or a guarantee that a “no-show” charge will not be placed on Merchants operating vending machines
the card For Mastercard, if you are operating vending machines under MCC 5499
• The cardholder's name as it appears on the card, if present (Miscellaneous Food Stores - Convenience Stores, Markets, and Specialty
Stores), you need not provide a receipt at the time a transaction is
• The card number, truncated as required by applicable law to you or us
conducted. However, if a vending machine cannot provide a printed
• The card expiration date, if present, unless prohibited by applicable law receipt, you must disclose and post instructions advising cardholders how
to you or us a receipt may be obtained.

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Telecommunication service providers • Do securely maintain a record of all WEX card sales (including the
You must contact Customer Service for approval and further instructions, authorization request data) for a period of one year. You must produce
rules and requirements before conducting telecommunication transactions. such records upon the reasonable request of WEX
• Telecommunication card sales occur when a telephone service provider • Do notify us of any errors contained in a settlement report within 45 days
is paid directly using a card for individual local or long-distance of receipt of such report. We will not accept reprocessing requests for
telephone calls, with the exception that prepaid telephone service cards WEX transactions older than 90 days
are not and do not give rise to telecommunication card sales • Do allow WEX to audit records, upon reasonable advance notice,
Petroleum industry related to the WEX Full Service
For Visa, Mastercard, STAR, American Express, Discover Network, and • Do retransmit WEX card sales data when reasonably requested to do so
PayPal transactions, merchants operating in the petroleum industry that Don’ts
conduct card sales at Automated Fuel Dispensers (AFDs), may submit a
card authorization request for $1 to verify the validity of the presented. • Don't submit a WEX card sale for processing unless a WEX card is
Under such circumstances, you must submit an authorization advice presented at the time of the sale
message for the actual amount of the card sale within 60 minutes of • Don't accept a WEX card if an expired card/decline message is received
completion of fuel delivery regardless of whether you previously received a • Don't submit a WEX card sale for processing until the goods have been
partial authorization response or a positive authorization response for any delivered or services performed
other amount. If you do not complete the card sale following receipt of an
approved authorization response for any amount, a request to cancel the • Don't accept a WEX card if it appears to be invalid or expired or there is
authorization request must be submitted within 60 minutes of the reasonable belief that the WEX card is counterfeit or stolen
completion of fuel delivery. • Don't divide the price of goods and services purchased in a single WEX
card sale among two or more sales receipts
• Don't permit a WEX card sale when only partial payment is made by use
of the WEX card and the balance is paid with another bank card
Appendices
• Don't remove fuel tax at the POS is not permitted. For all payment
Appendix 1 system product codes that are taxable, the transaction dollar amount
Special Provisions for WEX and Voyager and Price per Gallon (PPG) must contain the sum of the fuel cost and
PPG inclusive of all applicable Federal, State, County, Local and other
WEX cards
fuel taxes
If you participate in the WEX Full Service Program, the following applies:
You acknowledge and agree that your sole remedies with respect to the
Do’s WEX Full Acquiring services will be against us and not WEX, except to the
• Do provide, at your own expense, all equipment necessary to permit the extent that WEX knows of any fraud related to the WEX cards and fails to
electronic acceptance of the WEX cards, including the operation and provide notice of such fraud or WEX commits fraud in respect to the WEX
maintenance of the equipment, telecommunication link, and provision of Full Acquiring Services.
all networking services Voyager cards
• Do include in any request for authorization the following information: • You must check Fleet Cards for any printed restrictions at the POS
− WEX cardholder account number • You must establish a fair policy for the exchange and return of
− Vehicle number merchandise
− Card expiration date • You must promptly submit credits to us for any returns that are to be
credited to a Voyager cardholder's account
− Driver identification number
• You must not give any cash refunds to any Voyager cardholder in
− The amount of the transaction connection with a sale, unless required by law
− The date and time of the transaction In addition to the information set out in Section 11 (Sales Drafts), you must
− The quantity of goods sold, unit price, and product code (the include the following information on a single page document constituting
Authorization Request Data) the sales draft for Voyager transactions:
− An authorization number or other approval code from WEX for all • All authorization request data for Voyager card sales must include the
manual WEX card sales (in other words, sales facilitated by a card following:
imprinter) − Voyager cardholder account number
• Do ensure that the product detail of each transaction is accurate, − Card expiration date
including:
− Driver identification number
− The type of goods sold
− The amount of the transaction, date and time of the transaction
− Quantity of goods sold
− Quantity of goods sold, unit price, and product code (the
− Unit price/price per gallon (if applicable) Authorization Request Data)
− Taxes • All manual Voyager card sales (in other words, sales facilitated by a card
− Any coupons presented imprinter) must include:
• Do ensure that the product detail outlined equals the total amount of the − The Authorization Request Data
sale when calculated (for example, product quantity multiplied by the − An authorization number or other approval code from Voyager
unit price must equal the product amount. The sum of all product
amounts, including taxes minus any coupons must equal the total − The type of goods sold, quantity of goods sold, unit price /price per
transaction amount) gallon (if applicable), and taxes
• Do complete a WEX card sale only upon the receipt of an authorization − Any coupons presented within the product
approval message • The product detail outlined must equal the total amount of the sale when
• Do provide a copy of the receipt for a WEX card sale upon the request calculated, in other words:
of the cardholder, to the extent permitted by applicable law. The receipt − Product quantity multiplied by the unit price must equal product
must not include the full account number or driver identification number amount
• Do require the cardholder to sign a receipt when a WEX card sale is not − The sum of all product amounts including taxes minus any coupons
completed by an island card reader must equal the total transaction amount
• Do take all commercially reasonable efforts to protect manual WEX card You must not remove fuel tax at the POS. For all payment system product
sales data from fraud or misuse codes that are taxable, transaction dollar amount and PPG must contain

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the sum of the fuel cost and PPG inclusive of all applicable Federal, State, • Provided proof of delivery signed by the cardholder or an authorized
County, Local, and other fuel taxes. signer of the card indicating the delivery of the goods or services to the
If there is an increase of 15% or more compared to the previous month in cardholder's full billing address
the number of Voyager transaction authorization calls that are not due to American Express will not be liable for actual or alleged fraudulent
our or Voyager system outages, we may, at our discretion, deduct transactions over the internet and will have the right to chargeback for
telephone charges from the settlement of your Voyager transactions. Fees those charges.
will not exceed $0.25 per call. If a disputed transaction arises involving a CNP transaction that is an
Settlement of Voyager transactions will generally occur by the fourth internet electronic delivery transaction, American Express may exercise a
banking day after we process the applicable card transactions. We will chargeback for the full amount of the transaction and place you in any of its
reimburse you for the dollar amount of sales you submit for a given day, chargeback programs.
reduced by the amount of chargebacks, tax exemptions, discounts, credits Charge records (also known as sales drafts)
and the fees set out in the Agreement. You must notify us of any errors
contained with the settlement reports within 30 calendar days of receipt of For each transaction submitted:
such report. Neither we nor Voyager will be required to reimburse you for • Electronically - you must create an electronically reproducible charge
sales submitted more than 60 calendar days from the date of purchase. record
For daily transmission of sales data, you must securely maintain true and • On paper (under extraordinary circumstances only) - you must create a
complete records for a period of not less than 36 months from the date of charge record containing all of the following required data:
the generation of the data. You may store records on electronic media, if
− Full card number, expiration date, and, if available, cardholder name
secure. You are responsible for the expense of retaining sales data records
and sales drafts. − The date the transaction was incurred
− The amount of the transaction, which must be the total price for the
Appendix 2 purchase of goods and services (plus applicable taxes and gratuities)
purchased on the card
Special Provisions for American Express
− The authorization approval
For merchants participating in the American Express OptBlue Program,
you should review the operating guide made available to you at − A clear description of the goods and services purchased by the
americanexpress.com/merchantopguide cardholder
Treatment of the American Express marks − The words “No Refunds” if you have a no refund policy, and your
return and cancellation policies
Whenever payment methods are communicated to customers or when
customers ask what payments are accepted, you must indicate your − The cardholder's signature (if a CP transaction and you are not
acceptance of the American Express card and display the American participating in the “No Signature Required” program) or the words
Express marks (including any card application forms provided to you) as “telephone order,” “mail order,” “internet order,” or “signature on file,”
prominently and in the same manner as any other payment products. as applicable (if a CNP transaction)
You must not use the American Express marks in any way that injures or In the charge record (and a copy of the customer's receipt) you must:
diminishes the goodwill associated with the mark, nor (without our prior • Include your return and cancellation policies
written consent) indicate that American Express endorses your goods or
services. • Mask truncated card number digits with replacement characters such as
“x,” “*” or “#,” and not blank spaces or numbers
You must only use the American Express marks as permitted. You must
cease using the American Express marks upon termination of your If the cardholder wants to use more than one card for payment of a
acceptance of American Express cards. purchase, you may create a separate charge record for each card used.
However, if the cardholder is using a single card for payment of a
For additional guidelines on the use of the American Express marks, purchase, you must not divide the purchase into more than one transaction
please contact Customer Service. and you must not create more than one charge record.
Treatment of American Express cardholder Information Refunds
Any and all cardholder information is confidential and the sole property of To issue a refund you must:
the card-issuing bank, American Express or its affiliates. Except as
otherwise specified, you must not disclose cardholder information, nor use • Compare the last 4 digits on the charge record against the card
or store it, other than to facilitate transactions at your establishments in presented (when applicable)
accordance with the terms on which you are authorized to accept American • Issue the credit in the currency in which the original transaction was
Express cards. submitted to us
Authorization for Card Not Present transactions • Issue the credit to the card used to make the original purchase. If the
If you process a CNP transaction you must obtain the following information: credit is for the return of a gift by someone other than the cardholder
who made the original purchase, you must apply your usual refund
• The card number or token
policy
• The card number or token expiration date If the cardholder indicates that the card on which the purchase was
• The cardholder's name as it appears on the card originally made is no longer active or available:
• The cardholder's billing address • For all cards except prepaid cards - advise the cardholder that you must
• The delivery address if different from the billing address. In addition, for issue the credit to that card; and if the cardholder has questions, advise
internet transactions you must: him or her to call the customer service number on the back of the card in
question
− Use any separate merchant identification numbers (Seller ID)
established for your internet orders in all of your requests for • For prepaid cards - apply your usual refund policy for returns
authorization and Submission of charges In the credit draft delivered to the cardholder, you must mask truncated
− Provide us with at least 1 month's prior written notice of any change in card number digits with replacement characters such as “x,” “*” or “#,” and
your internet address not blank spaces or numbers.
Your refund policy for card transactions must be at least as favorable as
− Comply with any additional requirements that American Express
your refund policy for purchases made with other payment products or
provides from time to time
other payment methods.
American Express has the right to chargeback for any CNP transaction that
If you issue a credit, American Express will not refund the discount or any
the cardholder denies making or authorizing. However, American Express
other fees or assessments previously applied to the corresponding
will not chargeback for any CNP transaction based solely upon a claim by
transaction. The discount on chargebacks will not be refunded.
a cardholder that he or she did not receive the disputed goods if you have:
Fraud mitigation tools
• Verified the address to which the goods were shipped was the
cardholder's full billing address American Express offers fraud mitigation tools for CP and CNP
transactions to help verify that a transaction is valid. These tools help you
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mitigate the risk of fraud at the POS, but are not a guarantee that a Travelers cheques
transaction is, in fact, valid or bona fide or that you will not be subject to a Travelers cheques are available in various denominations and currencies.
chargeback. For optimal use of the tools, please visit American Express' The denominations in U.S. dollars range from $20 to $1,000.
Fraud Prevention Information at: americanexpress.com/fraudinfo
You must exercise caution when presented with a travelers cheque in a
Recurring transactions denomination of $500 or greater. The higher denominated travelers
For recurring transactions, you must offer the cardholder the option to cheques are rarely sold and so more likely to be counterfeit.
receive written notification for the recurring transaction(s) at least 10 days To accept a travelers cheque, watch your customer countersign in the
prior to submitting or any time the transaction amount exceeds a maximum lower-left corner of the travelers cheque and compare the countersignature
amount that has been set by the cardholder. You must clearly and to the signature in the upper left corner of the travelers cheque.
conspicuously disclose all material terms of the option, including, if
applicable, the fact that recurring billing will continue until the option is • If the signature and countersignature are a reasonable match (they look
canceled by the cardholder. If the material terms of the option change after alike, but may not be identical), you may accept the cheque and there is
submission of the first recurring transaction, you must promptly notify the no need to obtain any identification
cardholder in writing of such change and obtain the cardholder's express • If you suspect that the countersignature may be false or you did not
written consent to the new terms prior to submitting another recurring watch the customer countersign, ask your customer to turn the cheque
transaction. over and sign again across the left-hand side (in the same manner one
For recurring transactions you must: typically endorses a check); then take the cheque and fold up the bottom
right-hand corner so that you can compare the original signature with the
• Periodically verify with cardholders that their information (for example, new one
card number, expiration date and billing address) is still accurate. This
will improve the likelihood of obtaining approval for an authorization • If the signatures are not the same or you have any questions regarding
request the validity of the cheque, call Customer Service
• Retain evidence of consent to receive updated card account information • If you suspect that the travelers cheque may be fraudulent, verify that
from the card-issuing bank for 24 months from the date you submit the the cheque is authentic by:
last recurring transaction − Performing the smudge test. Turn the cheque over (non-signature
• Ensure that your process for cancellation of recurring transactions is side). Wipe a moistened finger across the denomination
simple and expeditious − On the right side of the cheque, the ink should not smudge
• Within 24 hours of incurring the first recurring billing transaction, provide − On the left side of the cheque, the ink should smudge
the cardholder written confirmation of such transaction, including all
− Obtaining online Authorization at americanexpress.com/verifyamextc.
material terms of the option and details of your cancellation/refund policy
You are not required to obtain authorization before accepting a
If your recurring transaction amounts vary, you must offer the cardholder travelers cheque
the right to receive written notification of the amount and date of each
High Charge Volume (CV) Merchants
recurring transaction:
You acknowledge that you will be converted from the American Express
• At least 10 days before submitting each transaction
U.S. Enhanced Acquisition Program to a direct card acceptance
• Whenever the amount of the transaction exceeds a maximum recurring relationship with American Express if and when you become a High CV
transaction amount specified by the cardholder Merchant in accordance with the American Express Payment Network
For more information about processing prepaid cards: Rules. As part of this acknowledgment, you agree that upon conversion: (1)
You will be bound by American Express' then-current agreement for card
• Call the customer service number on the back of the card in question acceptance; and (2) American Express will set pricing and other fees
• See American Express Card Payment Network Rules regarding payable by you for card acceptance.
“additional authorization requirements” A High CV Merchant is a Program Merchant with Estimated Annual
No Signature Required Program Charge Volume (ECV) of greater than (1) $1,000,000 (USD) in the United
You may participate in the ‘No Signature Required’ program under which States excluding Puerto Rico and the U.S. Virgin Islands or (2) $1,000,000
you are not required to request a signature from cardholders on the (USD) in Puerto Rico and the U.S. Virgin Islands. Where a Program
transaction record provided that: Merchant Prospect has more than one Establishment, then the ECV of all
Establishments operated under the same tax identification number (TIN) in
• Your business is classified in an industry that accepts in-person charges, a region shall be aggregated or all Establishments operating under
with the exception of the following categories: different TINs but as a unified business enterprise in a region shall be
− Merchants who do not conduct in-person charges (that is, internet, aggregated. For clarification purposes, a “unified business enterprise” shall
mail order, or telephone order) include Establishments that are owned, operated, or affiliated to a single
business entity.
− Prohibited merchants or prohibited transactions (or both) as defined in
American Express Payment Network Rules regarding “risk evaluation” Marketing Opt-Outs
− High-risk Merchants (for example, internet electronic services or You agree that when providing your contact information to us that you may
nightclubs/ lounges) as defined in American Express Payment receive messages from American Express, including important information
Network Rules regarding “high-risk merchants” about American Express products, services and resources available to
your business. These messages may be sent to the phone numbers, email
− Merchants placed in our Fraud Full Recourse Program. See American addresses or fax numbers that you provide. If you provide a wireless phone
Express Payment Network Rules regarding “chargeback programs” number, you agree that you may be contacted at that number and the
• In relation to the transaction: communications sent may include auto-dialed short message service (SMS
− The transaction amount must meet the threshold established in or text) messages or automated or pre-recorded calls. American Express
American Express' country-specific policy may otherwise use and share your information for business purposes and
as permitted by applicable law. American Express uses reasonable
− The transaction must include the appropriate indicator to reflect that administrative, technical, and physical security measures to protect your
the card and the Cardholder were present at the POS information consistent with the sensitivity of the information.
− The transaction must include a valid approval You may opt-out of newsletters or messages about products, services and
Under the American Express ‘No Signature Required’ program, resources for different forms of communications by contacting us, through
chargebacks will not be exercised for such charges based solely on your inbound telephone, email, website and any other means identified by us or
failure to obtain the cardholder's signature at the POS. by exercising the opt-out options that may be described or offered in
If a disproportionate number of disputed charges under the “No Signature emails, SMS messages, or other communications. If you opt-out, you may
Required” program occur, you must cooperate to reduce the number of still receive messages from American Express regarding services and
disputed charges. If such efforts fail, you may be placed in American programs designed to enhance the value of the American Express
Express chargeback programs or your participation in the 'No Signature Network.
Required' program may be modified or terminated.

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Protecting American Express Card Member Information Merchant Validation
Definition Requirement
These merchant data security requirements apply to all of your equipment, Level Documentation
systems and networks on which encryption keys, cardholder data and/or 1 2.5 million Annual on-site Mandatory
sensitive authentication data are stored, processed or transmitted. transactions or security
Standards for protection of cardholder data and sensitive more per year; or assessment
authentication data any merchant that report and
American Express quarterly network
You must and you must ensure that all of your employees, agents, otherwise deems a scan
representatives, subcontractors, processors, service providers, providers of Level 1 merchant
POS equipment or systems or payment processing solutions and any other
party to whom you may provide card member information access, will: 2 50,000 to 2.5 Annual self- Mandatory
• Store American Express cardholder data only to facilitate transactions million transactions assessment
for your acceptance of American Express cards per year questionnaire
(SAQ) and
• Comply with the current version of the PCI DSS, no later than the quarterly network
effective date for implementing that version scan
• Use, when deploying new or replacement PIN-entry devices or payment
applications (or both), only those that are PCI-approved 3* Less than 50,000 Annual SAQ and Strongly
You must protect all charge records and credit records retained in transactions per quarterly network recommended
accordance with these data security provisions. You must use these year scan
records only for purposes of your acceptance of American Express cards
and you must safeguard the records accordingly. 4 Less than 50,000 Annual SAQ and Mandatory
transactions per quarterly network
Data incidents year and scan
If you discover a data incident, you must: designated a Level
3 merchant by
• Notify us immediately and in no case later than 24 hours after such
American Express
discovery
*As designated by American Express.
• Conduct a thorough forensic investigation of each data incident; this
must be conducted by a PCI forensic investigator (PFI) if the data
incident involves 10,000 or more unique card numbers (or otherwise at American Express may require certain Level 3 merchants to enroll in
our request) American Express' compliance program. Such merchants must enroll no
later than 90 days following receipt of such notice from us. All other Level 3
• Promptly provide to us all compromised card numbers and the forensic
merchants need not submit validation documentation but must comply with
investigation report of the data incident
all other provisions of these data security provisions.
• Work with us to rectify any issues arising from the data incident,
including consulting with us about your communications to card
members affected by the data incident and providing (and obtaining any The validation documentation which you must send to us is as follows:
waivers necessary to provide) to us all relevant information to verify your Annual onsite Annual self-
Quarterly network
ability to prevent future data incidents security assessment
scans
• At our request, provide validation by a qualified security assessor (QSA) assessment questionnaire
that the deficiencies have been remediated This is a detailed This is a process The quarterly network
Forensic investigation reports must: onsite examination of using the PCI DSS scan is a process that
your equipment, self-assessment remotely tests your
• Include forensic reviews, reports on compliance and all other information systems, and questionnaire (SAQ) internet-connected
related to the data incident networks (and their that allows self- computer networks
• Identify the cause of the data incident components) where examination of your and web servers for
cardholder data or equipment, systems, potential weaknesses
• Confirm whether or not you were in compliance with the PCI DSS at the
sensitive and networks (and and vulnerabilities.
time of the data incident
authentication data their components) You must:
• Verify your ability to prevent future data incidents by providing a plan for (or both) are stored, where cardholder
remediating all PCI DSS deficiencies processed, or data or sensitive -ensure that the
transmitted. authentication data quarterly network
American Express has the right to disclose information about any data
(or both) are stored, scan is performed by
incident to card members, issuers, other participants on the American You must:
processed, or an approved
Express network, and the general public as required by applicable law, by
-ensure that the transmitted. scanning vendor
judicial, administrative or regulatory order, decree, subpoena, request, or
annual onsite security (ASV);
other process; in order to mitigate the risk of fraud or other harm; or You must:
assessment is -complete and submit
otherwise to the extent appropriate to operate the American Express
performed by (1) a -ensure that the SAQ the ASV scan report
network.
QSA, or is performed by you attestation of scan
Periodic validation of your systems and certified by your
(2) you and certified compliance (AOSC)
You must take steps to validate under PCI DSS annually and quarterly the by your chief chief executive or executive
status of your equipment, systems and networks (and their components) executive officer, officer, chief financial summary of findings
on which cardholder data and sensitive authentication data are stored, chief financial officer, officer, chief of the scan (and
processed or transmitted. chief information information security copies of the full
security officer or officer or principal; scan, on request)
Step 1 - Enroll in a Compliance Program
principal; -submit the AOC quarterly to us;
You must submit applicable periodic validation documentation to us.
-submit the AOC section of the SAQ -ensure that the
Please contact us for more information regarding data security compliance
section of the SAQ annually to us, and AOSC or executive
requirements.
annually to us, and include copies of the summary certifies
Step 2 - Determine Merchant Level and Validation Requirements full SAQ upon
include copies of the that (1) the results
Most merchant levels are based on the volume of transactions submitted full SAQ upon request; and satisfy the PCI DSS
by establishments. You will fall into one of the merchant levels specified in request; and -ensure that the AOC scanning procedures,
the following table: of the SAQ certifies (2) no high risk issues
-ensure that the AOC
certifies compliance compliance with all are identified, and (3)
with all requirements requirements of the the scan is passing or
of the PCI DSS. PCI DSS. compliant.

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Step 3 - Send the validation documentation to participant Discover Network procedure for request for cancellation of
Compliance and validation are completed at your expense. By submitting authorization
validation documentation to us, you represent and warrant to us that you If a Discover Network or PayPal card sale is canceled or the amount of the
are authorized to disclose the information contained in it and are providing transaction changes following your receipt of authorization for the sale, you
the validation documentation without violating any other party's rights. must process an authorization reversal through your POS device or, for
Merchants not compliant with PCI DSS voice-approved authorizations, call your Authorization Center directly and
request a cancellation of the authorization. An authorization may be
If you are not compliant with the PCI DSS, then you must: canceled at any time within 10 days of your receipt of the authorization, but
• Complete and submit an AOC including “Part 4. Action Plan for Non- must be canceled before the sales data relating to the transaction is
Compliant Status” to us submitted to us, after which the authorization cannot be changed. For an
• Designate a remediation date, not to exceed 12 months following the authorization cancellation, you must provide us with the following
date of the AOC, for achieving compliance information, in this order:

• Provide us with periodic updates of your progress toward remediation • The Discover Network merchant number used in the authorization
under the “Action Plan for Non-Compliant Status” • The card number
Non-validation fees and termination of right to accept cards • The original amount of the authorization being canceled
We have the right to impose non-validation fees on you and terminate your • The new amount of the total transaction (if any)
right to accept cards if you do not fulfill these requirements or fails to
• The original authorization code for the authorization being canceled
provide the mandatory validation documentation to us by the applicable
deadline. • The expiration date of the card
We will notify you separately of the applicable deadline for each annual • A brief reason for the authorization cancellation
and quarterly reporting period. If we do not receive your mandatory Discover Network Cash at Checkout transactions
validation documentation, then we have the right to terminate your right to
accept cards and to impose non-validation fees on you. Cash at Checkout transactions are only available for Discover Network.
You may issue Cash at Checkout in connection with a Discover Network
Periodic validation of level EMV merchants
card sale, provided that you comply with the terms on which you are
Your merchant level may be classified as EMV if you submit 50,000 (or authorized to accept cards, including the following requirements:
more) American
• You must deliver to us a single authorization request for the aggregate
Express card transactions per year, of which at least 75% are made by the total of the goods/services purchase amount and the Cash at Checkout
card member with the physical card present at a POS system compliant amount of the card sale. You may not submit separate authorization
with EMV specifications and capable of processing contact and contactless requests for the purchase amount and the cash over amount
transactions on a chip-enabled device.
• The sales draft must include both the purchase amount and Cash at
If you are classified as merchant-level EMV, you may submit the annual Checkout amount and you may not use separate sales drafts for the
EMV attestation (AEA) instead of other validation documentation, in which purchase amount and cash over amount
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 • Cash at Checkout may only be offered with a card present card sale that
only need to submit the AEA and not the other merchant Level 1 and 2 includes a purchase of goods or services by the cardholder. You must
validation documentation. not issue Cash at Checkout as a stand-alone transaction. If you offer
Cash at Checkout, you may require the total amount of a card sale with
The AEA involves a process using PCI DSS requirements that allows self- a credit product, including Cash at Checkout, to meet a minimum
examination of your equipment, systems and networks (and their transaction amount of up to $10. You must not assess or charge fees of
components) where cardholder data or sensitive authentication data (or any type or amount, including any surcharges, on Cash at Checkout
both) are stored, processed or transmitted. transactions. You must not include in Cash at Checkout transactions any
The AEA must: of the fees or charges applicable to cash advances
• Be performed by you • Cash at Checkout may not be dispensed in connection with credits, cash
• Be certified by your chief executive officer, chief financial officer, chief advances, or any card sale for which you are unable to electronically
information security officer, or principal capture Track Data using the POS device
• Certify that you meet the requirements for merchant-level EMV • The maximum amount of cash that you may issue as Cash at Checkout
is $100
Cash at Checkout may not be available in certain markets. Contact us
Appendix 3 for further information.
Special Provisions for Discover Network
If you accept Discover Network Transaction, the following applies: Appendix 4
Discover Network protocol for internet transactions Special Provisions for PayPal
Each internet Discover Network card transaction accepted by you and If you accept PayPal, the following applies:
submitted to us must comply with Discover Network standards, including,
without limitation, Discover Network standards governing the formatting, PayPal does not permit the following transaction types:
transmission and encryption of data, referred to as the designated PayPal does not permit internet (eCommerce), mail order, manually key-
protocol. entered, cash type transactions (including, cash over, cash advance or
You are permitted to accept only those internet Discover Network card quasi-cash transactions) or international /non-U.S. currency transactions.
transactions that are encrypted in accordance with the designated protocol. Contact us for further information related to these transaction types.
As of the date of these procedures, the designated protocol for the Authorizations
encryption of data is Secure Socket Layer (SSL). PayPal procedure for request for cancellation of authorization
We may, at our discretion, withhold Settlement until security standards can If a PayPal card sale is canceled or the amount of the transaction changes
be verified. However, the designated protocol, including any specifications following your receipt of authorization for the sale, you must process an
with respect to data encryption, may change at any time upon 30 days authorization reversal through your POS device.
advance written notice. You are not permitted to accept any internet
Discover Network card transaction unless the transaction is sent by means PayPal Sublicense to Use PayPal Marks
of a browser that supports the designated protocol. You are prohibited from using the PayPal Marks, as defined below, other
Authorizations than as expressly authorized in writing by us. PayPal Marks means the
brands, emblems, trademarks and logos that identify PayPal acceptance.
CNP Transactions You may use the PayPal Marks only to promote PayPal products, offers,
For Discover Network CNP transactions, you must also verify the name services, processing and acceptance. Your use of the PayPal Marks is
and billing address of the Discover Network cardholder using the AVS. restricted to the display of decals, signage, advertising and marketing

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materials provided or approved by PayPal in writing pursuant to the Refunds and Transaction Adjustments
process set forth in the PayPal Payment Network Rules. You are not Alipay consumers have 90 days from the transaction date to request a
permitted to use the PayPal Marks in such a way that PayPal Account refund. After 90 days, all refund requests will be declined. Merchants will
Holders could believe that the products or services offered by you are receive notification and will have the authority to determine if they wish to
sponsored or guaranteed by the owners of the PayPal Marks. You process the refund or reject the request (in accordance with your stated
recognize that you have no ownership rights in the PayPal Marks. You are policy(ies) and any applicable laws).
not permitted to assign to any third party any of the rights to use the
PayPal Marks. You are prohibited from using the PayPal Marks, not
permitted above, unless expressly authorized in writing by PayPal. Appendix 6
Special Provisions for PayPal and Venmo QR Codes
Appendix 5 PayPal and Venmo Marks
Special Provisions for Alipay You must display PayPal branding at the point of sale in compliance with
What is Alipay PayPal’s standard trademark and brand guidelines (available at the
following link: paypal.com/c2/webapps/mpp/logos-buttons?locale.x=en_C2)
Alipay is a payment processing platform offering a variety of services to and must train your sales staff to promote the use of PayPal and Venmo
Chinese National consumers. Alipay offers consumers the ability to make QR Codes.
payments using prepaid funds stored in a digital wallet account established
between Alipay and the Alipay consumer. Complaints
State Restrictions You will be responsible for the complaints by PayPal and Venmo QR
Codes users solely regarding your goods and/or services. If we or PayPal
If you elect to accept Alipay services, Processor may provide them to you become aware of complaints by a PayPal and Venmo QR Codes user, you
in the States where legally permitted. will work in good faith with the PayPal user to resolve such complaint.
Alipay Funding Schedule Press releases
Alipay transactions are settled and funded in China Standard Time. You will not, with respect to the PayPal and Venmo QR Codes, issue any
Alipay recognizes certain days as Chinese National holidays which can press release or make a public announcement pertaining to PayPal or the
cause funding delays. The holidays can be as long as 5 consecutive days. PayPal and Venmo QR Codes without the prior written consent of PayPal
Authorizations are not impacted during these holidays. or us.

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 Part 2: General Terms and Conditions

Card General Terms. In addition to the preceding Your Payments 23.6 You acknowledge and agree that transfers to and from the
Acceptance Guide, our Agreement with you includes the following General Settlement Account shall be based on the account number
Terms. If you fail to follow any of the provisions of the Your Payments and routing number supplied by you. We are not responsible
Acceptance Guide Procedures or General Terms, you may incur certain for detecting errors in any Settlement Account information you
liabilities and we may terminate our Agreement. provide, including the account numbers and routing numbers,
21 Services even if any of those numbers do not correspond to the actual
account or financial institution identified by name.
Subject to Payment Network Rules, Services may be performed by
us, our Affiliates, our agents, or other third parties we may designate 23.7 This Agreement is a contract whereby we are extending
from time to time in connection with this Agreement. financial accommodations to you within the meaning of
Section 365(c) of the U.S. bankruptcy code. Your right to
22 Your Payments Acceptance Guide; Payment Network Rules and receive any amounts due or to become due from us is
Compliance expressly subject and subordinate to Chargeback, setoff, lien,
You agree to follow all requirements of this Agreement in connection security interest and our rights to withhold settlement funds
with each Card transaction and to comply with all applicable Payment under this Agreement, without regard to whether such
Network Rules, including without limitation, the data security Chargeback, setoff, lien, security interest and the withholding
requirements described in Part I, Section 5. From time to time, we of settlement funds rights are being applied to claims that are
may amend the General Terms, by providing you with at least 20 liquidated, unliquidated, fixed, contingent, matured or
days' prior written notice, and those provisions will be deemed unmatured.
incorporated into this Agreement. However, for changes in the 24 Exclusivity
Payment Network Rules or for security reasons, certain changes in
Card procedures may become effective on shorter notice. If there are During the term of this Agreement, you shall use us as your exclusive
any inconsistencies between the General Terms and Your Payments provider of all Services.
Acceptance Guide, the General Terms will govern. You are 25 Fees; Adjustments; Collection of Amounts Due
responsible for staying apprised of all applicable changes to the 25.1 In consideration of the Services provided by us, you shall be
Payment Network Rules and maintaining compliance with the charged, and hereby agree to pay us any and all fees set forth
Payment Network Rules. Payment Network Rules may be available in this Agreement (for the purposes of clarity, this includes the
on web sites such as http://usa.visa.com/merchants/merchant- Application and any additional pricing supplements or
support/international-operating-regulations.jsp and subsequent communications), all of which shall be calculated
http://www.mastercard.com/us/merchant/support/rules.html. and payable pursuant to the terms of this Agreement and any
These links may change from time to time. additional pricing supplements or subsequent
23 Settlement of Card Transactions communications. If a transaction fails to qualify for your
anticipated interchange levels or you inadvertently or
23.1 We will only be required to settle Card transactions for Card intentionally accept a transaction other than the type
types specified in your Application. Promptly after presentment anticipated for your account (including a different Card type),
of Sales Drafts pursuant to Your Payments Acceptance Guide, then, as applicable to your pricing method, you will be charged
we will initiate a transfer of the applicable settlement funds to a higher interchange, Discount Rate or Non-Qualified
you. Interchange Fee, as well any applicable surcharge for that
23.2 Unless otherwise agreed to in writing to the contrary, all transaction, all as further described in Section A.3 of Part 4 of
discount fees are deducted daily. All settlements for Visa, this Agreement and in the Application. With respect to
Mastercard, Discover Network, PayPal and American Express inadvertent or intentional acceptance of a transaction other
Card transactions will be net of Credits, Summary than the type anticipated for your account (including a different
Adjustments, applicable discount fees when due, Card type), you will also be subject to payment to us of our
Chargebacks and any other amounts then due from you. We then-current transaction fee(s) with respect to such Card and
may also set off from any payments otherwise due, any /or transaction and be liable, obligated and responsible under
amounts owed to any of our respective Affiliates, whether or this Agreement for any such transaction to the same extent as
not arising out of or related to this Agreement. you would be if it was of a Card type elected and approved.
23.3 All credits to your Settlement Account or other payments to For more information on Visa's and Mastercard's interchange
you are provisional and are subject to, among other things, rates, please reach out to your designated Independent Sales
our right to deduct our fees, our final audit, Chargebacks Organization (ISO).
(including our related losses), and fees, fines and any other 25.2 All authorization fees will be charged for each transaction that
charge imposed on us by the Payment Networks as a result of you attempt to authorize. All capture fees will be charged for
your acts or omissions. You agree that we may debit or credit each transaction that you transmit to us for settlement. If you
your Settlement Account for any deficiencies, overages, fees, are being billed a combined fee for both the authorization and
pending Chargebacks and any other amounts owed to us or capture of a transaction, the authorization and capture must
any of our respective Affiliates, or we may deduct such be submitted as a single transaction, otherwise the
amounts from settlement funds or other amounts due to you authorization and the capture will each be charged separately.
from us, or our respective Affiliates. You further agree we can You are responsible for utilizing software or services that will
offset any amounts owed to us or our Affiliates related to correctly submit these transactions to achieve the combined
activity in other accounts maintained in the name of or billing.
guaranteed by you, any of your principals, guarantors or
authorized signors. Alternatively, we may elect to invoice you 25.3 The fees for Services set forth in this Agreement are based
for any such amounts, net due 30 days after the invoice date upon assumptions associated with the anticipated annual
or on such earlier date as may be specified. volume and average transaction size for all Services as set
forth in this Agreement and your method of doing business. If
23.4 We will not be liable for any delays in receipt of funds or errors the actual volume or average transaction size are not as
in debit and credit entries caused by you or any Person. expected or if you significantly alter your method of doing
23.5 In addition to any other remedies available to us under this business, we may adjust your discount fee and transaction
Agreement, you agree that should any Event of Default (see fees without prior notice.
Section 30.4) occur, we may, with or without notice, change 25.4 The fees for Services set forth in this Agreement may be
processing or payment terms and/or suspend credits or other adjusted to reflect increases, or new fees imposed by
payments of any and all funds, money and amounts now due Payment Networks, including without limitation, interchange,
or hereafter to become due to you pursuant to the terms of assessments and other Payment Network fees, or to pass
this Agreement, until we have had reasonable opportunity to through increases or new fees charged to us by other Persons
investigate such event. related to the Services. All such adjustments shall be your

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 responsibility to pay and shall become effective upon the date is or should have been effected or such shorter period as
any such change or addition is implemented by the applicable provided in the terms and conditions that govern such
Payment Network or other Person as specified in our notice to account. If you notify us after 60 days, we shall have no
you. obligation to investigate or effect any adjustments. Any
25.5 Subject to Section 30.3, we may also increase our fees or add voluntary efforts by us to assist you in investigating such
new fees for Services for any reason at any time, by notifying matters shall not create any obligation to continue such
you 30 days' prior to the effective date of any such change or investigation or any future investigation.
addition. 25.12 If you do not pay us all fees and any other amounts due under
25.6 If you receive settlement funds by wire transfer, we may this Agreement within 30 days of the date of our merchant
charge a wire transfer fee per wire. statement or other statement setting forth the amount due,
then we may, in our sole discretion, charge you interest, for
25.7 To the extent the Automated Clearing House (ACH) settlement such time that the amount and all accrued interest remain
process is used to effect debits or credits to your Settlement outstanding at the lesser of (1) 12% APR, or (2) the maximum
Account, you agree to be bound by the terms of the operating rate permitted by applicable law.
rules of the National Automated Clearing House Association,
as in effect from time to time. You hereby authorize us to 25.13 Other Debits. We may also debit your Settlement Account or
initiate credit and debit entries and adjustments to your your settlement funds in the event we are required to pay
account through the ACH network and/or through direct Payment Network fees, charges, fines, penalties or other
instructions to the financial institution where your Settlement assessments as a consequence of your sales activities. Such
Account is maintained for amounts due under this Agreement debits shall not be subject to any limitations of time specified
and under any agreements with us or our respective Affiliates elsewhere in the Agreement, including, without limitation the
for any products or services, as well as for any credit entries in following, which we may add to or delete from this list as
error. You hereby authorize the financial institution where your changes occur in the Payment Network Rules or our Your
Settlement Account is maintained to effect all such debits and Payments Acceptance Guide pursuant to Section 22:
credits to your account. This authority will remain in full force • Payment Network fees, charges, fines, penalties,
and effect until we have given written notice to the financial registration fees, or other assessments including any fees
institution where your Settlement Account is maintained that levied against us or any amount for which you are obligated
all monies due under this Agreement and under any other to indemnify us.
agreements with us or our respective Affiliates for any
• Currency conversion was incorrectly calculated.
products or services have been paid in full. You are solely
responsible to inform us in writing if you want any fees or NOTE: For Discover Network transactions, you are not
other adjustments to be debited from an account other than permitted to convert from your local Discover Network
your Settlement Account. approved currency into another currency, nor may you quote
the price of a transaction in U.S. Dollars if completed in
25.8 You agree to pay any fines imposed on us by any Payment
another approved currency.
Network resulting from Chargebacks and all fees, fines and
other charges imposed on us by a Payment Network with • Discount Rate not previously charged.
respect to your acts or omissions. You are also responsible for • Reversal of deposit posted to your account in error.
all fees, fines, assessments, and other liabilities imposed on
us as a result of acts or omissions by your agents or third • Debit for Summary Adjustment not previously posted.
parties. • Reversal of Credit for deposit previously posted.
25.9 If your Chargeback percentage for any line of business • Debit for Chargeback never posted to your account.
exceeds the estimated industry Chargeback percentage, you • Debit for EDC Batch error fee.
shall, in addition to the Chargeback fees and any applicable
Chargeback handling fees or fines, pay us an excessive • Payment Network Merchant Chargeback/fraud monitoring
Chargeback fee for all Chargebacks occurring in such month fees - excessive Chargeback handling fees.
in such line(s) of business. Each estimated industry • Failure of transaction to meet Member Controller
Chargeback percentage is subject to change from time to time Authorization Service (MCAS) - Cardholder account
by us in order to reflect changes in the industry Chargeback number on exception file.
percentages reported by Visa, Mastercard, American Express,
Discover Network, or PayPal. Your Chargeback Percentage • Original transaction currency (foreign) not provided.
will be calculated as the larger of (a) the total Visa, • Travel Voucher exceeds maximum value.
Mastercard, American Express, Discover Network, or PayPal. • Debit and/or fee for investigation and/or Chargeback costs
Chargeback items in any line of business in any calendar related to this Agreement, or for costs related to our
month divided by the number of Visa, Mastercard, American collection activities in an amount no less than $100.00.
Express, Discover Network, and PayPal transactions in that
line of business submitted that month, or (b) the total dollar • Costs arising from replacement or damage to equipment
amount of Visa, Mastercard, American Express, Discover rented.
Network, PayPal, and Chargebacks in any line of business • Payment of current or past due amounts for any equipment
received in any calendar month divided by the total dollar purchase, rental or lease.
amount of your Visa, Mastercard, American Express, Discover
• Incorrect merchant descriptor (name and/or city, state)
Network, or PayPal transactions in that line of business
submitted.
submitted in that month.
• Incorrect transaction date submitted.
25.10 In the event the State of Washington charges us business and
occupation tax on the fees or amounts imposed by Payment • Shipping and handling fees.
Networks, interchange, and any other fees or assessments • Costs or expenses associated with responding to any
passed through to us associated with or charged subpoena, garnishment, levy or other legal process
to your transactions (Pass-Through Fees), you will pay us an associated with your account in an amount no less than
additional monthly fee equal to the then-current rate of that tax $150.00.
multiplied by all Pass-Through Fees for all of your locations in 26 Chargebacks
Washington State for that month.
26.1 You shall be responsible for reimbursing us for all transactions
25.11 You agree to promptly and carefully review your merchants you submit that are charged back. See Your Payments
statements or other documents provided or made available to Acceptance Guide for additional information regarding
you (physically, electronically, or otherwise provided by Us or Chargebacks and Chargeback procedures.
others) reflecting Card transaction activity, including, activity in
your Settlement Account. If you believe any adjustments 26.2 You shall reimburse us for any Chargebacks, return items, or
should be made with respect to your Settlement Account, you other losses resulting from your failure to produce a Card
must notify us in writing within 60 days after any debit or credit transaction record requested by us within the applicable time
limits.
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27 Representations; Warranties; Covenants; Limitations on Settlement Account or transaction proceeds to any
Liability; Exclusion of Consequential Damages Person without our consent;
27.1 Without limiting any other warranties hereunder, you 27.2 This agreement is a service agreement. We disclaim all
represent, warrant to and covenant with, us, and with the representations or warranties, express or implied, made
submission of each Sales Draft reaffirm, the following to you or any other person, including without limitation,
representations, warranties and/or covenants: any warranties regarding quality, suitability,
27.1.1 each Card transaction is genuine and arises from a merchantability, fitness for a particular purpose, non-
bona fide transaction permissible under the infringement or otherwise of any services or any goods
Payment Network Rules by the Cardholder directly provided incidental to the services provided under this
with you, represents a valid obligation for the agreement, including without limitation, any services or
amount shown on the Sales Draft, preauthorized any goods provided by a third party.
order, or Credit Draft, and does not involve the use 27.3 In no event shall we or our affiliates or any of our or their
of a Card for any other purpose; respective directors, officers, employees, agents or
27.1.2 each Card transaction represents an obligation of subcontractors, be liable under any theory of tort,
the related Cardholder for the amount of the Card contract, strict liability or other legal theory for lost
transaction; profits, lost revenues, lost business opportunities,
exemplary, punitive, special, incidental, indirect or
27.1.3 the amount charged for each Card transaction is not consequential damages, each of which is hereby
subject to any dispute, setoff or counterclaim; excluded by agreement of the parties, regardless of
27.1.4 each Card transaction amount is only for respective whether such damages were foreseeable or whether any
merchandise or services (including taxes, but party or any entity has been advised of the possibility of
without any surcharge) sold, leased, or rented by such damages. Client acknowledges and agrees that
you pursuant to your business as indicated on the payment of any early termination fee or liquidated
application and, except for any delayed delivery or damages as provided elsewhere in this agreement shall
advance deposit Card transactions expressly not be prohibited by this paragraph.
authorized by this Agreement, that merchandise or 27.4 Notwithstanding anything in this agreement to the
service was actually delivered to or performed for contrary (including but not limited to Section 33), our
the Cardholder entering into that Card transaction cumulative liability for all losses, claims, suits,
simultaneously upon your accepting and submitting controversies, breaches, or damages for any cause
that Card transaction for processing; whatsoever (including, but not limited to, those arising
27.1.5 with respect to each Card transaction, you have no out of or related to this agreement), regardless of the form
knowledge or notice of any fact, circumstance or of action or legal theory, shall not exceed, (1) $50,000; or
defense which would indicate that such Card (2) the amount of fees received by us pursuant to this
transaction is fraudulent or not authorized by the agreement for services performed in the immediately
related Cardholder or which would otherwise impair preceding 12 months, whichever is less.
the validity or collectability of that Cardholder's 27.5 Notwithstanding anything in this agreement to the
obligation arising from that Card transaction or contrary, our liability for any delay in funding transactions
relieve that Cardholder from liability with respect to you for any reason, other than for any reason
thereto; described in Sections 23.4 and 23.6, will be limited to
27.1.6 each Card transaction is made in accordance with interest computed from the date that you submit the
these General Terms, Payment Network Rules and transaction to the date that we fund the transaction at the
Your Payments Acceptance Guide; rate of the federal funds as set by the federal reserve
27.1.7 each Sales Draft is free of any alternation not bank of New York, New York, from time-to-time, less 1%.
authorized by the related Cardholder; 27.6 Notwithstanding anything in this agreement to the
27.1.8 you have completed one Card transaction per sale; contrary, Bank is not responsible, and shall have no
or one Card transaction per shipment of goods for liability, to you in any way with respect to non-bank
which the Cardholder has agreed to partial services.
shipments; 28 Confidentiality
27.1.9 you are validly existing, in good standing and free to 28.1 Unless you obtain written consents from us and each
enter into this Agreement; applicable Payment Network, Issuer and Cardholder, you
27.1.10 each statement made on the Application or other must not use, disclose, store, sell or disseminate any
information provided to us in support of this Cardholder information obtained in connection with a Card
Agreement is true and correct; transaction (including the names, addresses and Card
account numbers of Cardholders) except for purposes of
27.1.11 you are not doing business under a name or style authorizing, completing and settling Card transactions and
not previously disclosed to us; resolving any Chargebacks, Retrieval Requests or similar
27.1.12 you have not changed the nature of your business, issues involving Card transactions, other than pursuant to a
Card acceptance practices, delivery methods, return court or governmental agency request, subpoena or order.
policies, or types of products or services sold You shall use proper controls for and limit access to, and
requiring a different MCC under Payment Network render unreadable prior to discarding, all records containing
Rules, in a way not previously disclosed to us; Cardholder account numbers and Card imprints. You may not
27.1.13 you will use the Services only for your own proper retain or store Magnetic Stripe data or Card Validation Codes
business purposes and will not resell, directly or after a transaction has been authorized. If you store any
indirectly, any part of the Services to any Person; electronically captured signature of a Cardholder, you may not
(Note: Factoring is prohibited.) reproduce such signature except upon our specific request.
27.1.14 you have not filed a bankruptcy petition not 28.2 You acknowledge that you will not obtain ownership rights in
previously disclosed to us; any information relating to and derived from Card
transactions. Cardholder account numbers, personal
27.1.15 you own and control the Settlement Account, and no information and other Card transaction information, including
third party security interest or lien of any type exists any databases containing such information, may not be sold
regarding the Settlement Account or any Card or disclosed to a Person as an asset upon a bankruptcy,
transaction; insolvency or failure of Client's business. Upon a bankruptcy,
27.1.16 you will not at any time during the term of this insolvency or failure of Client's business, all Card transaction
Agreement, or until all amounts due under this information must be returned to Servicers or acceptable proof
Agreement have been paid in full, grant or pledge of the destruction of all Card transaction information must be
any security interest or lien in the Reserve Account, provided to Servicers.

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 28.3 You will treat this Agreement, the Payment Network Rules and aggregated with other merchants' transaction data to provide
any information supplied or otherwise made accessible by us you, other merchants, and third parties with analytic products
or our agents as confidential, including without limitation, (1) and services.
information about the products, services, operations, 28.5 You shall not assign to any Person, the rights to use the Marks
procedures, customers, suppliers, sales, pricing, business of Servicers, our agents or the Payment Networks.
plans and marketing strategies of Servicers, their respective
Affiliates and the customers, clients and suppliers of any of 28.6 All rights, title, and interest in and to all intellectual property
them; (2) any scientific or technical information, design, related to the Services (including without limitation, the
process, procedure, formula, or improvement that is content of any materials, web screens, layouts, processing
commercially valuable and secret in the sense that its techniques, procedures, algorithms, and methods), owned,
confidentiality affords Servicers a competitive advantage over developed or licensed by us prior to, during the term of, or
its competitors; and (3) all confidential or proprietary concepts, after the Agreement, or employed by us in connection with the
documentation, reports, data, specifications, computer Services and any updates, changes, alterations, or
software, source code, object code, flow charts, databases, modifications to or derivative works from such intellectual
inventions, know-how, show-how and trade secrets, whether property, shall be and remain, as among the Parties, our
or not patentable or copyrightable and will not disclose the exclusive property.
same to any third parties, provided, however, that these 28.7 Client agrees that we may obtain relevant information from
restrictions do not apply to information: (a) rightfully obtained any applicable telecommunications provider utilized by Client,
on a non-confidential basis from a Person and your agents as necessary to investigate any allegation of fraud, suspected
and representatives, which Person was not subject to a duty fraud or other actual or alleged wrongful act by Client in
of confidentiality, (b) rightfully and independently known by connection with the Services.
you on a non-confidential basis prior to its disclosure or (c) 29 Assignments
generally available to the public other than through any
disclosure by or fault of you, your agents or representatives. 29.1 Any transfer or assignment of this Agreement by you, without
our prior written consent, by operation of law or otherwise, is
28.3.1 Our confidential information shall be used by you voidable by us. Any transfer of voting control of you or your
only to exercise your rights and to perform your parent shall be considered an assignment or transfer of this
obligations hereunder. Client shall receive our Agreement. Furthermore, you shall indemnify and hold us
confidential information in confidence and not harmless from all liabilities, Chargebacks, expenses, costs,
disclose the confidential information to any third fees and fines arising from such transferee's or assignee's
party, except as may be agreed upon in writing by Submission of Card transactions to us for processing. For
us. Client shall safeguard all of our confidential purposes of this Section 29, any transfer of voting control shall
information using a reasonable degree of care, but be considered an assignment or transfer of this Agreement.
not less than that degree of care used by it in
safeguarding its own similar information or material. 29.2 The payment Services provided by us require access to a
Upon request by us or upon termination of this single bank account in which we may initiate both credits and
Agreement, Client shall return to us or destroy all of debits. You may not enter into any agreement that would
our confidential information in its possession or require, in any circumstance or event, the transfer of any
control. payments or proceeds from Card transactions covered by this
Agreement to the custody or control of any Person. You may
28.3.2 The obligations of confidentiality and restrictions on not assign any rights, including the right of payment under this
use in this section shall not apply to any confidential Agreement, to any other person. In the event that you make
information that: (1) was in the public domain prior an assignment (or provide a security interest) of receivables
to the date of the Agreement or subsequently came covered by this Agreement, then we may, at our option, elect
into the public domain through no fault of Client; (2) to (a) refuse to acknowledge such assignment unless
was received from a third party free of any accompanied by an Authorization to both initiate debits or
obligation of confidence of Client to the third party credits to the bank account of the assignee, (b) terminate this
and which third party, to Client's knowledge, was not Agreement immediately, or (c) charge for any transfers that we
under an obligation to keep the information are called upon to make manually to fulfill such an assignment
confidential; (3) was already in Client's possession at the rate of $100 per transfer.
prior to receipt from us; (4) is required to be
disclosed by law, regulation or court order after 29.3 Another Visa and Mastercard member may be substituted for
giving us as much advance notice as practical of the Bank under whose sponsorship this Agreement is performed
possibility of disclosure; or (5) is subsequently and with respect to Visa and Mastercard transactions. Upon
independently developed by Client's employees, substitution, such other Visa and Mastercard member shall be
consultants or agents without use of or reference to responsible for all obligations required of Bank for Visa and
our confidential information. Mastercard transactions, including without limitation, full
responsibility for its Card program and such other obligations
28.3.3 Except as specifically provided for herein, this as may be expressly required by applicable Payment Network
section does not confer any right, license, interest or Rules.
title in, to or under our confidential information to
Client. Except as specifically provided for herein, no Subject to Payment Network Rules, we may assign or transfer
license is hereby granted to Client under any patent, this Agreement and our rights, duties and obligations
trademark, copyright, trade secret or other hereunder and/or may delegate or subcontract our rights,
proprietary rights of ours. duties and obligations hereunder, in whole or in part, to any
Person, whether in connection with a change in sponsorship,
28.3.4 Client acknowledges that breach of the restrictions as set forth in the preceding paragraph, or otherwise, without
on use or disclosure of any our confidential notice to you or your consent.
information would result in immediate and
irreparable harm to us, and money damages would 29.4 Except as set forth elsewhere in this section and as provided
be inadequate to compensate for that harm. We in the following sentence, this Agreement shall be binding
shall be entitled to equitable relief, in addition to all upon successors and assigns and shall inure to the benefit of
other available remedies, to redress any breach. the parties and their respective permitted successors and
assigns. No assignee for the benefit of creditors, custodian,
28.4 We may use data collected as part of performing payment receiver, trustee in bankruptcy, debtor in possession, or other
processing or other transaction-related services for you person charged with taking custody of a party's assets or
(Transaction Data) for the purpose of providing additional business, shall have any right to continue, assume or assign
products and services to you, other merchants, or third this Agreement.
parties. This includes collecting, using, and de-identifying
cardholder information, dates, amounts, and other Transaction 30 Term; Events of Default
Data to provide you with analytic products and services as 30.1 This Agreement shall become effective upon the later of the
well as collecting and using Transaction Data anonymized and date this Agreement is approved by us or the date this

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 Agreement has been accepted by Processor and Bank. take any action for the purpose of authorizing any of
Acceptance by Processor and Bank will occur upon the earlier the foregoing; or
of execution of this Agreement by Processor and Bank, or the 30.4.10 your independent certified accountants shall refuse
commencement of the provision of the Services by Processor to deliver an unqualified opinion with respect to your
and Bank. You acknowledge that we maintain a list of annual financial statements and your consolidated
business types that are unqualified for our Services. We subsidiaries; or
reserve the right to immediately terminate your account if it
has been inadvertently boarded. 30.4.11 a violation by you of any applicable law or Payment
Network Rule or our reasonable belief that
30.2 The initial term of this Agreement shall commence and shall termination of this Agreement or suspension of
continue in force for three years after it becomes effective. Services is necessary to comply with any law
Thereafter, it shall continue until we or you terminate this including without limitation the rules and regulations
Agreement upon written notice to the other, or as otherwise promulgated by the Office of Foreign Assets Control
authorized by this Agreement. Should you fail to notify us in of the U.S. Department of the Treasury or your
writing of your request to terminate you acknowledge and breach, as determined by Servicers, of Section 43.2
agree you will continue to be charged fees pursuant to this (Compliance with Laws), then, upon the occurrence
Agreement notwithstanding non- use of your account. of (1) an Event of Default specified in subsections
30.3 Notwithstanding the above or any other provisions of this 30.4.4, 30.4.9, or 30.4.11, we may consider this
Agreement, we may terminate this Agreement at any time and Agreement to be terminated immediately, without
for any reason by providing 30 days' advance notice to you. notice, and all amounts payable hereunder shall be
We may terminate this Agreement immediately or with shorter immediately due and payable in full without demand
notice upon an Event of Default as provided under Section or other notice of any kind, all of which are
30.4 of this Agreement. In the event we provide notice to you expressly waived by you, and (2) any other Event of
of any new fees or increases in existing fees for Services, Default, this Agreement may be terminated by us
pursuant to Section 25.5, you may terminate this Agreement giving not less than 10 days' notice to you, and
without further cause or penalty by notifying us that you are upon such notice all amounts payable hereunder
terminating this Agreement prior to the effective date of such shall be due and payable on demand.
new fees or increases. However, maintaining your merchant 30.5 Neither the expiration nor termination of this Agreement shall
account, or your continued use of the Services after the terminate the obligations and rights of the parties pursuant to
effective date of any such fee changes shall be deemed your provisions of this Agreement which by their terms are intended
acceptance of such fee changes for the Services, throughout to survive or be perpetual or irrevocable. Such provisions shall
the term of this Agreement. survive the expiration or termination of this Agreement. All
30.4 If any of the following events shall occur (each an Event of obligations by you to pay or reimburse us for any obligations
Default): associated with transactions you have submitted to us will
30.4.1 a material adverse change in your business, survive termination of this Agreement until finally and
financial condition, or business prospects; or irrevocably paid in full and settled.
30.4.2 any assignment or transfer of voting control of you 30.6 If any Event of Default occurs, regardless of whether such
or your parent; or Event of Default has been cured, we may, in our sole
discretion, exercise all of our rights and remedies under
30.4.3 a sale of all or a substantial portion of your assets; applicable law, and this Agreement including, without
or limitation, exercising our rights under Section 31.
30.4.4 irregular Card sales by you, excessive 30.7 In the event you file for protection under the U.S. bankruptcy
Chargebacks, noncompliance with any applicable code or any other laws relating to bankruptcy, insolvency,
data security standards, as determined by assignment for the benefit of creditors or similar laws, and you
Servicers, or any Payment Network, or any other continue to use our Services, it is your responsibility to open
Person, or an actual or suspected data security new accounts to distinguish pre and post filing obligations.
breach, or any other circumstances which, in our You acknowledge that as long as you utilize the accounts you
sole discretion, may increase our exposure for your established prior to such filing, we will not be able to
Chargebacks or otherwise present a financial or systematically segregate your post-filing transactions or
security risk to us; or prevent set-off of the pre-existing obligations. In that event,
30.4.5 any of your representations, warranties or you will be responsible for submitting an accounting
covenants in this Agreement are breached in any supporting any adjustments that you may claim.
respect; or 30.8 The Payment Networks often maintain merchant lists such as
30.4.6 you default in any material respect in the the Member Alert To Control High-risk Merchants (MATCH)
performance or observance of any term, condition who have had their merchant agreements or Card Acceptance
or agreement contained in this Agreement, rights terminated for cause. If this Agreement is terminated for
including, without limitation, the establishment or cause, you acknowledge that we may be required to report
maintenance of funds in a Reserve Account, as your business name and the names and other information
detailed in Section 31; or regarding its principals to the Payment Networks for inclusion
30.4.7 you default in any material respect in the on such list(s). You expressly agree and consent to such
performance or observance of any term, covenant reporting if you are terminated as a result of the occurrence of
or condition contained in any agreement with any of an Event of Default or for any reason specified as cause by
our respective Affiliates; or Visa, Mastercard, Discover Network, PayPal, or American
Express. Furthermore, you agree to waive and hold us
30.4.8 you default in the payment when due, of any harmless from and against any and all claims which you may
material indebtedness for borrowed money; or have as a result of such reporting.
30.4.9 you file a petition or have a petition filed by another 30.9 After termination of this Agreement for any reason
party under the U.S. bankruptcy code or any other whatsoever, you shall continue to bear total responsibility for
laws relating to bankruptcy, insolvency or similar all Chargebacks, fees, Payment Network fines imposed on us
arrangement for adjustment of debts; consent to or as a result of your acts or omissions, Credits and adjustments
fail to contest in a timely and appropriate manner resulting from Card transactions processed pursuant to this
any petition filed against you in an involuntary case Agreement and all other amounts then due or which thereafter
under such laws; apply for or consent to, or fail to may become due under this Agreement.
contest in a timely and appropriate manner, the
appointment of, or the taking of possession by, a 31 Reserve Account; Security Interest
receiver, custodian, trustee or liquidator of you or of 31.1 You expressly authorize us to establish a Reserve Account
a substantial part of your property; or make a pursuant to the terms and conditions set forth in this Section
general assignment for the benefit of creditors; or 31. The amount of such Reserve Account shall be set by us, in
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 our sole discretion, based upon your processing history and Servicers a first priority lien and security interest in and to one
the potential risk of loss to us as we may determine from time or more certificates of deposit, the certificates of deposit shall
to time. be uncertificated and shall be subject to an Acknowledgement
31.2 The Reserve Account shall be fully funded upon 3 days' notice of Pledge of Certificate of Deposit and Control Agreement (the
to you, or in instances of fraud or suspected fraud or an Event Certificate of Deposit Control Agreement) by, between and
of Default, Reserve Account funding may be immediate. Such among Customers, Servicers and the financial institution that
Reserve Account may be funded by all or any combination of has established and issued the certificate of deposit. The form
the following: (1) one or more debits to your Settlement of the Certificate of Deposit Control Agreement and the
Account or any other accounts held by Bank or any of its financial institution that will establish and issue the certificate
Affiliates, at any financial institution maintained in the name of of deposit shall be satisfactory and acceptable to Servicers.
Client, any of its principals, or any of its guarantors, or if any of 32 Financial and Other Information
same are authorized signers on such account; (2) any 32.1 Upon request, you will provide us and our Affiliates, quarterly
payments otherwise due to you, including any amount due financial statements within 45 days after the end of each fiscal
from TeleCheck; (3) your delivery to us of a letter of credit; or quarter and annual audited financial statements within 90
(4) if we so agree, your pledge to us of a freely transferable days after the end of each fiscal year. Such financial
and negotiable certificate of deposit. Any such letter of credit statements shall be prepared in accordance with generally
or certificate of deposit shall be issued or established by a accepted accounting principles. You will also provide such
financial institution acceptable to us and shall be in a form other financial statements and other information concerning
satisfactory to us. In the event of termination of this your business and your compliance with the terms and
Agreement by any party, an immediate Reserve Account may provisions of this Agreement as we may reasonably request.
be established without notice in the manner provided above. You authorize us and our Affiliates to obtain from third parties
Any Reserve Account will be held by us for the greater of 10 financial and credit information relating to you in connection
months after termination of this Agreement or for such longer with our determination whether to accept this Agreement and
period of time as is consistent with our liability for your Card our continuing evaluation of your financial and credit status.
transactions and Chargebacks in accordance with Payment We may also access and use information which you have
Network Rules. We will hold funds pursuant to this Section 31 provided to Bank for any other reason. Upon request, you
in master account(s) with your funds allocated to separate sub shall provide, and/or cause to be provided, to us and our
accounts. Unless specifically required by law, you shall not be Affiliates, or our representatives or regulators (as well as those
entitled to interest on any funds held by us in a Reserve of the Payment Networks) reasonable access to your or your
Account. providers' facilities and records for the purpose of performing
31.3 If your funds in the Reserve Account are not sufficient to cover any inspection and/or copying of books and/or records
the Chargebacks, adjustments, fees and other charges and deemed appropriate. In such event, you shall pay the costs
amounts due from you, or if the funds in the Reserve Account incurred by us or our Affiliates for such inspection, including,
have been released, you agree to promptly pay us such sums but not limited to, costs incurred for airfare and hotel
upon request. accommodations.
31.4 To secure your obligations to us and our respective Affiliates 32.2 You will provide us with written notice of any judgment, writ,
under this Agreement and any other agreement for the warrant of attachment, execution or levy against any
provision of equipment, products or services (including any substantial part (25% or more in value) of your total assets not
obligations for which payments on account of such obligations later than 3 days after you become aware of same.
are subsequently invalidated, declared to be fraudulent or 33 Indemnification
preferential, set aside or required to be repaid to a trustee,
receiver or any other party under any bankruptcy act, state or 33.1 You agree to indemnify and hold us and the Payment
federal law, common law or equitable cause), you grant to us Networks harmless from and against all losses, liabilities,
a first priority lien and security interest in and to (1) the damages and expenses: (a) resulting from the inaccuracy or
Reserve Account and (2) any of your funds pertaining to the untruthfulness of any representation or warranty, breach of
Card transactions contemplated by this Agreement now or any covenant or agreement or any misrepresentation by you
hereafter in our possession, whether now or hereafter due or under this Agreement; (b) arising out of your or your
to become due to you from us. Any such funds, money or employees' or your agents' negligence or willful misconduct, in
amounts now or hereafter in our possession may be connection with Card transactions or otherwise arising from
commingled with other funds of ours, or, in the case of any your provision of goods and services to Cardholders; (c)
funds held pursuant to the foregoing paragraphs, with any arising out of your use of the Services; or (d) arising out of any
other funds of other customers of ours. In addition to any third party indemnifications we are obligated to make as a
rights now or hereafter granted under applicable law and not result of your actions (including indemnification of any
by way of limitation of any such rights, we are hereby Payment Network or Issuer).
authorized by you at any time and from time to time, without 33.2 Subject to the limitations set forth in Section 27.4, we agree to
notice or demand to you or to any other Person (any such indemnify and hold you harmless from and against all losses,
notice and demand being hereby expressly waived), to set off, liabilities, damages and expenses resulting from any breach of
recoup and to appropriate and to apply any and all such funds any warranty, covenant or agreement or any
against and on account of your obligations to us and our misrepresentation by us under this Agreement or arising out of
respective Affiliates under this Agreement and any other our or our employees' gross negligence or willful misconduct
agreement with us our respective Affiliates for any related in connection with this Agreement; provided that this indemnity
equipment or related services (including any check services), obligation shall not apply to Bank with respect to Non-Bank
whether such obligations are liquidated, unliquidated, fixed, Services.
contingent, matured or unmatured. You agree to duly execute 34 Special Provisions Regarding Non-Bank Cards
and deliver to us such instruments and documents as we may
reasonably request to perfect and confirm the lien, security 34.1 Non-Bank Card transactions are provided to you by Processor
interest, right of set off, recoupment and subordination set and not by Bank and include transactions made using
forth in this Agreement. Discover Network, PayPal or American Express Voyager and
WEX Card types. The Services provided, transactions
31.5 For sake of clarification and notwithstanding anything in the processed and other matters contemplated under this Section
Agreement to the contrary, in the event Servicers deduct, 34 are subject to the rest of this Agreement, as applicable,
holdback, suspend, off set or set off any settlement monies or except to the extent the terms of this Section 34 directly
amounts otherwise due you pursuant to the terms of this conflict with another provision of this Agreement, in which
Agreement (collectively Set Off Funds), you acknowledge case the terms of this Section 34 will control; provided,
that such Set Off Funds will be held in a commingled Reserve however, that (1) Bank is not a party to this Agreement insofar
Account(s) of Servicers. as it relates to Non-Bank Card services, and Bank is not liable
31.6 If in replacement of or in addition to the first priority lien and to you in any way with respect to such Services and (2) you
security interest in the Reserve Account, you grant to agree to pay Processor any per item processing, authorization

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 and other fees described in the Application for any non- understand that WEX transactions are processed, authorized
acquired transaction services you receive from Processor. For and funded by WEX. You understand that WEX is solely
the purposes of this section, the words we, our, and us refer responsible for all agreements that govern WEX transactions
only to the Processor and not to the Bank. You authorize us to and that we are not responsible and assume absolutely no
share information from your Application with American liability with regard to any such agreements or WEX
Express, Discover Network, PayPal and any other Non-Bank transactions, including but not limited to the funding and
Payment Network. settlement of WEX transactions. You understand that WEX will
34.2 If you accept American Express, you understand that if, charge additional fees for the services that it provides.
based upon your anticipated Card transaction volume you do 34.8 In addition to the information stated in Part 1, Appendix 1
not qualify for our full service program but have otherwise of the Your Payments Acceptance Guide regarding
been approved for accepting American Express transactions, Voyager Cards, the following terms apply
your authorizations will be obtained from and funded by • Under Section 27 (Representations; Warranties;
American Express. American Express will provide you with its Covenants; Limitations of Liability; Exclusion of
own agreement that governs those transactions. You Consequential Damages) of the General Terms, in no event
understand and agree that we are not responsible and shall our cumulative liability to you for losses, claims, suits,
assume absolutely no liability with regard to any such controversies, breaches or damages for any cause
transactions, including but not limited to the funding and whatsoever in connection with Voyager transactions exceed
settlement of American Express transactions, and that the lesser of $10,000.00 or the Voyager transaction fees
American Express will charge additional fees for the services paid by you to us for the two months prior to the action
they provide. giving arise to the claim.
34.3 If you accept Discover but do not qualify for our Discover full
• Notwithstanding anything in this Agreement to the contrary,
service program, Discover will provide you with its own
our obligation to provide services to you relating to any
agreement that governs those transactions. You understand
Fleet Card will terminate automatically without penalty to us
and agree that we are not responsible and assume absolutely
or the related Payment Network upon the earlier of (1) the
no liability with regard to any such transactions, including but termination or expiration of our agreement with such
not limited to the authorization, funding, and settlement of
Payment Network, (2) at least 20 days prior written notice
Discover transactions, and that Discover may charge
by us to you; (3) your failure to comply with material terms
additional fees for the services they provide. relating to such Fleet Card transactions, or (4) written
34.4 If you accept PayPal Cards you understand that the notice, if a Payment Network discontinues its Card.
following requirements apply to PayPal Card transactions in
35 Special Provisions for Debit Card
addition to the information required in this Agreement:
The special provisions outlined in this Section 35 apply only to those
• Only in-store, Card present transactions are eligible for Debit Card transactions that are processed by a Cardholder entering
processing under this Agreement. Card not present/online, a PIN unless the transaction is a network supported PINless
cash over, cash advance, quasi cash transactions, transaction. A PINless transaction is a Debit card transaction that a
international transactions or manually entered transactions merchant submits to us for settlement/funding transactions with
are not eligible for processing. You must contact us or neither a PIN nor Signature. The Services provided, transactions
PayPal for information related to services that are not processed and other matters contemplated under this Section 35 are
covered in this Agreement. subject to the rest of this Agreement, as applicable, except to the
• You will provide us with information about the Card extent the terms of this Section 35 directly conflict with another
transactions you conduct; including, data related to your provision of this Agreement, in which case the terms of this Section 35
Authorization requests, Card transactions, and transaction will control.
dispute responses. 35.1 Debit Card Acceptance. Most, but not all, ATM Cards (Debit
• You will provide us with aggregate and individual Cards) can be accepted at the point of sale at participating
information about the Card transactions you accept; locations. Examine the back of the Debit Card to determine if
including, the number, type and kind of transactions you the Card participates in a PIN Debit network that you are
conduct, your disputes, your business operations, your authorized to accept. PIN Debit network Mark(s) are usually
merchant category code information, and any other printed on the back of the Card. If the Debit Card is valid and
information you are required to provide under this issued by a financial institution Issuer participating in a PIN
Agreement. Debit network, you must comply with the following general
requirements for all participating PIN Debit networks, in
• You will not use, store, retain or otherwise disclose any of
addition to the specific requirements of that PIN Debit
PayPal's confidential information, Cardholder data,
magnetic stripe track data, or PayPal Card transaction data network:
(other than as necessary to complete a transaction). • You must honor all valid Debit Cards when presented that
bear authorized PIN Debit network Marks.
• You will not use PayPal Cardholder's personal information
for marketing and/or other purposes without explicit consent • You must treat transactions by Cardholders from all Issuers
from the Cardholder. in the same manner.
34.5 If you accept JCB, Diners Club International, UnionPay, • You may not establish a minimum or maximum transaction
BCcard, and Dinacard, you agree to be bound by the amount for Debit Card acceptance.
Discover Network provisions of this Agreement. You also • You may not require additional information, besides the
acknowledge and agree that JCB, Diners Club International, PIN, for the completion of the transaction unless the
UnionPay, BCcard, and Dinacard transactions will be circumstances appear suspicious. A signature is not
processed under and subject to Discover Network Payment required for Debit Card transactions.
Network Rules.
• You shall not disclose transaction related information to any
34.6 If you accept Voyager and/or WEX Cards, you agree to be
party other than your agent, a PIN Debit network, or Issuer
bound by the WEX and/or Voyager rules. You also agree to be
and then only for the purpose of settlement or error
bound by all other provisions of this Agreement which are
resolution.
applicable to WEX and/or Voyager.
35.2 Transaction Processing. The following general requirements
34.7 If you execute a separate WEX Merchant Agreement (WEX
apply to all Debit Card transactions:
Non Full Service Program), you understand that we will
provide such agreement to WEX, but that neither we nor WEX • All Debit Card transactions must be authorized and
shall have any obligation whatsoever to you with respect to processed electronically. There is no Voice Authorization or
processing WEX Cards unless and until WEX executes your Imprinter procedure for Debit Card transactions.
WEX Merchant Agreement. If WEX executes your WEX • You may not complete a Debit Card transaction that has not
Merchant Agreement and you accept WEX Cards, you been authorized. If you cannot obtain an Authorization at
the time of sale, you should request another form of
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 payment from the Cardholder or process the transaction as EBT transactions are provided to you by Processor and not by Bank.
a Store and Forward or Resubmission, in which case you The Services provided, transactions processed and other matters
assume the risk that the transaction fails to authorize or contemplated under this Section 36 are subject to the rest of this
otherwise declines. The Cardholder should be instructed to Agreement, as applicable, except to the extent the terms of this
contact the Issuer to find out why a transaction has been Section 36 directly conflict with another section of this Agreement, in
declined. which case the terms of this Section 36 will control; provided,
• The Debit network used to process your debit transaction however, that Bank is not a party to this Agreement insofar as it
will depend upon, among other things, our own business relates to EBT transactions, and Bank is not liable to you in any way
considerations, the availability of the Debit network at the with respect to such Services. For the purposes of this section, the
time of the transaction and whether a particular Debit Card words we, our, and us refer only to the Processor and not to the
is enabled for a particular Debit network. The Debit network Bank.
used to route your transaction may or may not be the We offer electronic interfaces to EBT networks for the processing,
lowest cost network available. We may, in our sole settlement and switching of EBT transactions initiated through the use
discretion (1) use any Debit network available to us for a of a state-issued EBT card (EBT Card) at your POS Terminal(s) for
given transaction (including any of our affiliated PIN Debit the provision of United States Department of Agriculture, Food and
networks) and (2) add and /or remove Debit networks Nutrition Service (FNS), Supplemental Nutrition Assistance Program
available to you based on a variety of factors including (SNAP) and Women, Infants and Children Benefits (WIC Benefits)
availability, features, functionality and our own business and /or government delivered Cash Benefits (Cash Benefits, together
considerations. with FNS, SNAP and WIC Benefits, collectively are referred to as the
EBT benefits) to EBT benefit recipients (EBT customers), subject to
• You must issue a receipt to the Cardholder upon successful
the terms below.
completion of a transaction and effect PAN Truncation on it.
36.1 Acceptance of EBT Benefits. You agree to accept EBT
• You may not manually enter the account number for PIN
Cards and provide EBT benefits to EBT customers through
Debit transactions. Signature Debit transaction may be key
the use of a POS Terminals, PIN pad and printer or other
entered if you are unable to swipe the Card. The account
equipment that meet standards as set- forth in the EBT Rules
number must be read electronically from the Magnetic
(Authorized Terminal) applicable to such EBT benefits during
Stripe/chip for transactions authenticated with a PIN. If the
your normal business hours, in a manner consistent with your
Magnetic Stripe/chip is unreadable, you must request
normal business practices and in accordance with the EBT
another form of payment from the Cardholder. Do obtain a
Rules.
signature if PIN authentication is not supported or available.
You will provide EBT benefits to EBT customers, in
• Any applicable tax must be included in the total transaction accordance with the procedures set forth in the EBT Rules, in
amount for which Authorization is requested. Tax may not
the amount authorized through your Authorized Terminal upon
be collected separately in cash.
presentation by an EBT customer of an EBT Card and such
• You are responsible for securing your POS devices and EBT customer's entry of a valid PIN. The EBT Rules means
for implementing appropriate controls to prevent (1) all procedures that we establish and provide to you from
employees or others from submitting credits and voids time-to-time regarding your acceptance of EBT Cards and
that do not reflect bona fide returns or reimbursements provision of EBT benefits to EBT customers; (2) the Quest
of prior transactions. Rules, as amended from time-to-time, issued by the National
35.3 Cash Back From Purchase. You may offer cash back to your Automated Clearing House Association and as approved by
customers when they make a PIN Debit Card purchase. You the Financial Management Service of the U.S. Treasury
may set a minimum and maximum amount of cash back that Department, as necessary (and any rules that succeed or
you will allow. If you are not currently offering this service, your replace the Quest Rules); and (3) other such laws, rules,
POS device may require additional programming to begin regulations and procedures that are applicable to the
offering cash back as long as it is supported by the Debit acceptance of EBT Cards and the provision of EBT benefits
Network. by you under this Section 36, including without limitation, laws
pertaining to delivery of services to EBT customers and EBT
35.4 Settlement. You must reconcile your accounts for each customer confidentiality, the federal Civil Rights Act of 1964,
location daily and notify us within 24 hours of any issues. Rehabilitation Act of 1973, Americans with Disabilities Act of
35.5 Adjustments. An adjustment is a transaction that is initiated 1990, Clean Air Act, Clean Water Act, Energy Policy and
to correct a Debit Card transaction that has been processed in Conservation Act, Immigration Reform and Control Act of
error. For signature debit transactions (including "no signature" 1986, regulations issued by the Department of Agriculture
signature debit transactions), both the Cardholder and the pertaining to Food Stamp Program, and, any additional
card issuing bank have the right to question or dispute a procedures specified by the state regarding lost EBT Cards,
transaction. If these questions or disputes are not resolved, a forgotten PINs, discrepancies in benefits authorized and
chargeback may occur. You are responsible for all adjustment similar matters by providing EBT customers with information
and Chargeback fees that may be charged by a Debit such as telephone numbers and addresses of the state or
network. There are several reasons for adjustments being other appropriate agencies. The Food Stamp Program is the
initiated: government benefits program operated under the authority of
• The Cardholder was charged an incorrect amount, whether the Food Stamp Act of 1964.
too little or too much. If the Authorized Terminal fails to print EBT benefit issuance
• The Cardholder was charged more than once for the same information as approved and validated as a legitimate
transaction. transaction, you will comply with the procedures set forth in
the EBT Rules for authorization of EBT benefits in such
• A processing error may have occurred that caused the instance. You are solely responsible for your provision of EBT
Cardholder to be charged even though the transaction did benefits other than in accordance with authorizations timely
not complete normally at the point of sale. received from EBT service provider. You will not resubmit any
• A Cardholder is disputing the goods or services provided. EBT Card transaction except as specifically permitted by the
EBT Rules and procedures applicable to such EBT Card
• All parties involved in processing adjustments and
transaction. You must provide a receipt for each EBT
Chargebacks are regulated by time frames that are
transaction to the applicable EBT customer.
specified in the operating rules of the applicable Debit
network, The Electronic Funds Transfer Act, Regulation E, You will not accept any EBT Card for any purpose other than
and other applicable law. providing EBT Benefits, including without limitation accepting
an EBT Card as security for repayment of any EBT customer
36 Special Provisions Regarding EBT Transactions
obligation to you. In the event of any violation of this provision,
If you elect to accept EBT Cards and engage in EBT transactions, the you will be obligated to reimburse the state or us for any EBT
terms and conditions of this Section 36 shall apply. benefits unlawfully received by either you or an EBT customer

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 to the extent permitted by law. Cash should never be 36.5 Required Licenses. If you provide FNS, SNAP, and WIC
dispensed for FNS, SNAP, and WIC Benefits. Benefits under this Agreement, you represent and warrant to
36.2 Manual EBT Vouchers. In accordance with the procedures us that you are a FNS authorized merchant and are not
set forth in this Section 36 and the EBT Rules, you will currently disqualified or withdrawn from redeeming food stamp
manually accept EBT Cards during periods of time when your coupons or otherwise disqualified or withdrawn by FNS. You
Authorized Terminal is not working or the EBT system in not agree to secure and maintain at your own expense all
available; you will manually provide EBT benefits in the necessary licenses, permits, franchises, or other authorities
amount authorized through the applicable EBT service required to lawfully effect the issuance and distribution of EBT
provider to the EBT customers at no cost to the EBT benefits under this Agreement, including without limitation, any
customers upon presentation by an EBT customer of his/ her applicable franchise tax certificate and non-governmental
EBT Card. All manual voucher authorizations must be cleared contractor's certificate, and covenant that you will not accept
on your POS terminal for payment of voucher to be made to EBT Cards or provide EBT benefits at any time during which
you. In addition to any procedures set forth in the EBT Rules, you are not in compliance with the requirements of any EBT
the following limitations will apply to manual issuance of FS Rules.
Benefits by merchant: 36.6 Term and Termination. If you are disqualified or withdrawn
(1) An authorization number for the amount of the purchase from the Food Stamp Program, your authority to issue benefits
must be received by you from the applicable EBT service will be terminated concurrently therewith. Such disqualification
provider while the respective EBT customer is present or withdrawal will be deemed a breach of this Agreement with
and before you provide such EBT customer with any respect to your authority to issue Cash Benefits and, in the
FNS, SNAP and WIC Benefits, or Cash Benefits, as event of such disqualification, we have the right to
applicable. You must not attempt to voice authorize a immediately terminate the provision of service under this
manual EBT transaction if the EBT customer is not Section 36 or the Agreement in its entirety. With respect to the
present to sign the voucher. The EBT customer must sign issuance of Cash Benefits only, your authority to issue Cash
the voucher. A copy of the voucher should be given to the Benefits may be suspended or terminated immediately at the
EBT customer at the time of authorization and you sole discretion of us, the state or its EBT service provider,
should retain one copy for your records. effective upon delivery of a notice of suspension or termination
specifying the reasons for such suspension or termination if
(2) Specified EBT customer, clerk and sales information, there will be (1) any suspension, injunction, cessation, or
including the telephone authorization number, must be termination of the EBT service provider's authority to provide
entered properly and legibly on the manual sales draft. EBT services to the state; (2) failure by you, upon not less
(3) All manual voucher authorizations must be cleared on than 30 days' prior written notice, to cure any breach by you of
your Authorized Terminal before payment of voucher will these terms and conditions, including without limitation, your
be made to you. Vouchers must be cleared within 10 failure to support the issuance of EBT benefits during your
Business Days after the date of applicable voice normal business hours consistent with your normal business
authorization. Vouchers cannot be cleared by any practices, your failure to comply with EBT benefit issuance
manner except by your Authorized Terminal therefore you procedures, your impermissible acceptance of an EBT Card,
should never mail vouchers requesting payment. If a or your disqualification or withdrawal from the Food Stamp
voucher expires before it has been cleared by your Program; or (3) based on a state's or its EBT service
Authorized Terminal for payment, no further action can provider's investigation of the relevant facts, evidence that you
be taken to obtain payment for the voucher. or any of your agents or employees are committing,
(4) In the event that, due to EBT host failure, EBT benefit participating in, or have knowledge of fraud or theft in
availability for an EBT customer cannot be determined at connection with the dispensing of EBT benefits. If you fail to
the time you request authorization, the maximum cure any breach as set forth above, you may appeal such
authorized manual transaction and benefit encumbrance suspension of termination to the applicable state for
will be $40.00 or such other state specific floor limit as determination in its sole discretion.
set forth in the most current version of the applicable In the event that your authority to accept benefits is
EBT Rules. suspended or terminated by a state or its EBT service
(5) Except as specifically provided in the applicable EBT provider, and you successfully appeal such suspension or
Rules, you will not be reimbursed and will be solely termination to the state or its EBT service provider, we shall be
responsible for a manual transaction when you fail to under no obligation to reinstate the services previously
obtain an authorization number from the applicable EBT provided under this Section 36 or the Agreement, as
service provider as set forth in this Section 36 or applicable.
otherwise fail to process the manual transaction in The provision of services under this Section 36 shall terminate
accordance with the EBT Rules. automatically if our agreement or our service provider's
(6) If you have not received an authorization number in agreement with any applicable state's EBT service provider
accordance with paragraph 37.1 above, you may not "re- terminates for any reason.
submit" a manual sales draft for payment for the same You will give prompt notice to us if you plan to stop accepting
transaction. EBT Cards and providing EBT benefits or if you are unable to
36.3 Acceptance of Cash Benefits. If you agree to accept EBT comply with the terms of this Section 36.
Cards and to provide Cash Benefits, you agree to maintain 36.7 Confidentiality of EBT System Information. All information
adequate cash on hand to issue EBT service provider related to EBT customers and /or the issuance of EBT benefits
authorized Cash Benefits and will issue such Cash Benefits to shall be considered confidential information.
EBT customers in the same manner and to the same extent Individually identifiable information relating to an EBT
cash is provided to your other customers. You may not customer or applicant for EBT benefits will be held confidential
require, and may not in your advertising suggest, that any EBT and will not be disclosed by you or your directors, officers,
customers must purchase goods or services from you as a employees or agents, without prior written approval of the
condition to receiving Cash Benefits, unless such condition applicable state.
applies to other customers as well. You may not designate
and direct EBT customers to special checkout lanes restricted You will: (a) implement appropriate measures designed to: (1)
to use by EBT customers unless you also designate and direct ensure the security and confidentiality of all non-public
other customers to special checkout lanes for Debit Cards or personal information or materials regarding customers (NPPI);
Credit Cards and/or other payment methods such as checks (2) protect against any anticipated threats or hazards to the
other than cash. security or integrity of NPPI; (3) protect against unauthorized
access to or use of NPPI that could result in substantial harm
36.4 Interoperability. If you accept EBT Cards and provide EBT or inconvenience to any customer and (4) ensure the proper
benefits (FNS, SNAP and WIC Benefits and /or Cash disposal of NPPI; and (b) take appropriate actions to address
Benefits), you must do so for EBT customers from all states. incidents of unauthorized access to NPPI, including
notification to us as soon as possible.
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 The use of information obtained by you in the performance of legal action against you or for making any referral for
your duties under this Section 36 will be limited to purposes such action to any appropriate federal, state, or local
directly connected with such duties. agency.
36.8 EBT Service Marks. You will adequately display any 36.9.6 Reference to State. Any references to state herein
applicable state's service Marks or other licensed marks, will mean the state in which you accept EBT benefits
including the Quest Marks, and other materials supplied by us pursuant to this Section 36. If you accept EBT benefit
(collectively the Protected Marks) in accordance with the in more than one state pursuant this Section 36, then
standards set by the applicable state. You will use the the reference will mean each such state severally, not
Protected Marks only to indicate that EBT benefits are issued jointly.
at your location(s) and will not indicate that we, any state or its 36.9.7 Third Party Beneficiaries. These terms and
EBT service provider endorse your goods or services. Your conditions, do not create, and will not be construed as
right to use such Protected Marks pursuant to this Agreement creating, any rights enforceable by any person not
will continue only so long as this Section 36 remains in effect having any rights directly under this Agreement, except
or until you are notified by us, any state or its EBT service that the state and its Issuer, as defined in the Quest
provider to cease their use or display. You will not use the Rules, will be deemed third party beneficiaries of the
Marks of any EBT service provider without prior written representations, warranties, covenants and
approval from such EBT service provider. agreements made by you under the Agreement,
36.9 Miscellaneous. including without limitation this Section 36.
36.9.1 Errors. You will fully cooperate with us and any other 37 Special Provisions Regarding Wireless Service
participants in the EBT system in the resolution of If you elect to purchase the Wireless Services from us as indicated on
errors and disputes regarding EBT transactions the Application, then the following terms and conditions of this Section
processed pursuant to this Section 36. You will 37, referred to as the Wireless Services Terms, shall apply. The
promptly notify us of any such errors or disputes. wireless services are being sold to you for use in business and
36.9.2 Issuance Records. are not being sold to you for household or personal use. Sale of
(1) You agree to make available such informational Wireless Services is made by Processor and not the Bank. The
materials as may be required by the state, its Services provided, transactions processed and other matters
EBT service provider or any applicable contemplated under this Section 37 are subject to the rest of this
regulations pertaining to the issuance of Benefits. Agreement, as applicable, except to the extent the terms of this
Section 37 directly conflict with another section of this Agreement, in
(2) You will retain all EBT-related records (including which case the terms of this Section 37 will control; provided,
but not limited to manual sales drafts or however, that Bank is not a party to this Agreement insofar as it
vouchers) in the manner required by the EBT relates to Wireless Services, and Bank is not liable to you in any way
Rules or otherwise reasonably requested by us with respect to such services. For the purposes of this section, the
for 3 years following the date of the applicable words we, our, and us refer only to the Processor and not to the
EBT transaction, or for such additional period as Bank.
may be required by the EBT Rules. Records
involving matters in litigation will be kept by you Through one or more third party vendors (Wireless Vendor(s))
for a period of not less than 3 years following the selected by us in our sole discretion, we have acquired the right to
termination of the applicable litigation. Copies of resell certain wireless data communication services that use radio
any documents in media other than paper (e.g., base stations and switching offered by certain cellular telephone and
microfilm, etc.) related to this Section 36 may be data networks throughout the country (the Wireless Networks) in
substituted for the originals to the extent order to allow you to capture and transmit to Processor and Bank
permitted under applicable EBT Rules and certain wireless Card Authorization transactions or to transmit other
provided that legible paper copies can be communications to our system (Wireless Services).
reproduced within a reasonable time after such If you elect to purchase voice and/or data services directly from a third
records are requested. party provider for use with the Wireless Equipment as permitted by
(3) You will make all EBT-related records available Processor, you acknowledge and agree that this Agreement does not
for audit upon request to representatives of the address or govern those voice and/or data services or your
state or its EBT service provider, or other relationship with that third party provider, and Servicers are in no way
authorized state or federal government agency responsible for providing, maintaining, servicing or supporting such
during normal business hours. third party voice and /or data services.
(4) To assure compliance with this Agreement, 37.1 Purchase of Wireless Services. The prices that you will pay
including without limitation this Section 36, the for the Wireless Services are set forth on the Application. In
state, its EBT service provider, or other connection with your purchase of Wireless Services, you will
authorized state or federal government agency, receive access to a certain Wireless Network(s).
will at all times, upon advance notice except in • Licenses. You agree to obtain any and all licenses, permits
the case of suspected fraud or other similar or other authorizations required by the Federal
activity, have the right to enter, during normal Communications Commission (FCC) or any other
business hours, your premises to inspect or regulatory authority, if any, for the lawful operation of
evaluate any work performed under this Wireless Equipment used by you in connection with your
Agreement, or to obtain any other information receipt of Wireless Services. You will promptly provide us
required to be provided by you or otherwise with all such information as we may reasonably request
related to this Agreement. with respect to matters relating to the rules and regulations
36.9.3 Training. You will train and permit your employees to of the FCC.
receive training regarding the issuance of EBT • Wireless Equipment. You agree that in order to access the
benefits. Wireless Services, you must use wireless POS Terminals
36.9.4 Amendments. Notwithstanding anything to the and accessories approved for use with the Wireless
contrary in this Agreement, if any of these terms and Services by Processor from time to time in its sole
conditions are found to conflict with the EBT Rules or discretion (the Wireless Equipment). If Wireless
federal or state policy, these terms and conditions are Equipment is purchased by you from us as indicated on the
subject to reasonable amendment by us, a state or its Application, then the terms of this Agreement apply to your
EBT service provider to address such conflict upon use of such Wireless Equipment.
written notice to you and such amendment shall • Improvements/General Administration. We and the Wireless
become effective upon such notice. Vendor(s) reserve the right to make changes, from time to
36.9.5 State Action. Nothing contained herein shall preclude time, in the configuration of the Wireless Services, Wireless
a state from commencing appropriate administrative or Networks, Wireless Equipment, Wireless Software, rules of
operation, accessibility periods, identification procedures,
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 type and location of equipment, allocation and quantity of 37.4 Indemnification. In addition to any other indemnifications as
resources utilized, programming languages, administrative set forth in this Agreement, you will indemnify and hold
and operational algorithms and designation of the control Servicers, Wireless Vendor(s) and our respective officers,
center serving you at the particular address. In addition, we directors, employees, and Affiliates harmless from and against
reserve the right to schedule, from time to time, any and all losses, claims, liabilities, damages, costs or
interruptions of service for maintenance activities. expenses arising from or related to: (a) the purchase, delivery,
• Suspension of Wireless Services. We or a Wireless acceptance, rejection, ownership, possession, use condition,
Network may suspend the Wireless Services to: (a) prevent liens against, or return of the Wireless Equipment or the
damages to, or degradation of, our or a Wireless Network's Wireless Equipment (including the Wireless Software), as
network integrity that may be caused by a third party; (b) applicable; (b) your negligent acts or omissions; (c) any
comply with any law, regulation, court order or other breach by you of any of your obligations under this Section 37;
governmental request which requires immediate action; or or (d) any Person's unauthorized access to Client's data
(c) otherwise protect us or a Wireless Network from and/or unauthorized financial activity occurring on your
potential legal liability. To the extent commercially Merchant Identification Number hereunder, except to the
reasonable, we shall give notice to you before suspending extent any losses, liabilities, damages or expenses result from
the Wireless Services to you. If not commercially our gross negligence or willful misconduct.
reasonable to give prior notice, we will give notice to you as 37.5 Confidentiality. All information or materials which could
soon as commercially practicable thereafter. Availability of reasonably be considered confidential or competitively
the Wireless Services may vary due to events beyond the sensitive that you access from or relate to either Wireless
control of us or our Wireless Vendors. In the event of a Vendor(s) or Servicers related to the subject matter of these
suspension of the Wireless Services, we or the applicable Wireless Services Terms will be considered confidential
Wireless Vendor will promptly restore the Wireless Services information. You will safeguard our confidential information
after the event giving rise to the suspension has been with at least the same degree of care and security that you
resolved. use for your confidential information, but not less than
37.2 Software Licenses. Processor hereby grants to you a non- reasonable care.
exclusive, non- transferable, revocable limited sublicense to 37.6 Termination. In addition to any other provision in this
use any wireless software (including any documentation Agreement, the Wireless Services being provided under this
relating to or describing the wireless software) downloaded by Section 37 may terminate:
you or your designee from Processor's systems onto the (a) Immediately upon termination of the agreement between
Wireless Equipment in connection with your purchase and use us (or our Affiliates) and Wireless Vendor(s), provided
of the Wireless Services in accordance with the terms of this that we will notify you promptly upon our notice or
Agreement, including this Section 37. Anything in this knowledge of termination of such agreement, provided
Agreement to the contrary notwithstanding, we or certain third further that if Wireless Vendor(s) loses its authority to
parties retain all ownership and copyright interest in and to all operate less than all of the Wireless Services or if the
Wireless Software, related documentation, technology, know- suspension of any authority or non-renewal of any
how and processes embodied in or provided in connection license relates to less than all of the Wireless Services,
with the Wireless Software, and you shall have only a then these Wireless Services Terms will terminate only
nonexclusive, non-transferable license to use the Wireless as to the portion of the Wireless Services affected by
Software in your operation of the Wireless Equipment for the such loss of authority, suspension or non- renewal; or
purposes set forth in this Agreement. Nothing in this
Agreement confers any title or ownership of any such (b) Immediately if either we or our Affiliates or Wireless
Wireless Software to you or shall be construed as a sale of Vendor(s) are prevented from providing the Wireless
any rights in any such Wireless Software to you. You agree to Services by any law, regulation, requirement, ruling or
accept, agree to and be bound by all applicable terms and notice issued in any form whatsoever by judicial or
conditions of use and other license terms applicable to such governmental authority (including without limitation the
Wireless Software. You shall not reverse engineer, FCC).
disassemble or decompile the Wireless Software. You shall 37.7 Effect of Termination. Upon termination of these Wireless
not give any Person access to the Wireless Software without Services Terms for any reason, you will immediately pay to us
our prior written consent. Your obligations under this Section all fees due and owing to us hereunder. If these Wireless
37.2 shall survive the termination of this Agreement. You Services terms terminate due to a termination of the
acknowledge that the only right you obtain to the Wireless agreement between us or our Affiliates and Wireless
Software is the right to use the Wireless Software in Vendor(s), then we may, in our sole discretion, continue to
accordance with the terms in this section. provide the Wireless Services through Wireless Vendor(s) to
37.3 Limitation on Liability. We shall have no liability for any you for a period of time to be determined as long as you
warranties by any party with respect to uninterrupted Wireless continue to make timely payment of fees due under these
Services, as set forth in Section 37.10, or for any Person's Wireless Services Terms.
unauthorized access to Client's data transmitted through 37.8 Third Party Beneficiaries. Wireless Vendor(s) are third party
either the Wireless Equipment or Wireless Services (including beneficiaries of these Wireless Services Terms and may
the Wireless Software), or Wireless Networks, regardless of enforce its provisions as if a party hereto.
the form of action (whether in contract, tort (including 37.9 Other Applicable Provisions. You also agree to be bound by
negligence), strict liability or otherwise). The foregoing all other terms and conditions of this Agreement.
notwithstanding, for any other liability arising out of or in any
way connected with these Wireless Services terms, including 37.10 Disclaimer. Wireless Services use radio transmissions, so
liability resulting solely from loss or damage caused by partial Wireless Services can't be provided unless your Wireless
or total failure, delay or nonperformance of the Wireless Equipment is in the range of one of the available Wireless
Services or relating to or arising from your use of or inability to Networks' transmission sites and there is sufficient network
use the Wireless Services, Processor's, Bank's, and Wireless capacity available at that moment. There are places,
Vendor(s)' liability shall be limited to your direct damages, if particularly in remote areas, with no service at all. Weather,
any, and, in any event, shall not exceed the lesser of the topography, buildings, your Wireless Equipment, and other
amount paid by you for the particular Wireless Services during conditions we don't control may also cause failed
any period of failure, delay, or nonperformance of the Wireless transmissions or other problems. Processor, Bank, and
Services or $50,000.00. In no event shall Servicers, Wireless wireless vendor(s) disclaim all representations and
Vendor(s) or our respective Affiliates be liable for any indirect warranties relating to wireless services. We cannot
incidental, special, consequential or punitive damages. The promise uninterrupted or error-free wireless service and
remedies available to you under these Wireless Services do not authorize anyone to make any warranties on our
Terms will be your sole and exclusive remedies with respect to behalf.
the Wireless Services.

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38 Special Provisions Regarding Clover Security Plus throughout your systems including replacing existing
Clover Security Plus consists of a POS security monitor, the Card numbers on your systems with Tokens. Full Card
TransArmor Data Protection service, and tools that you can use to numbers must never be retained, whether in electronic
help you meet your PCI DSS compliance obligations. Each of these form or hard copy.
services is described in more detail below. Clover Security Plus is (d) You must use the Token in lieu of the Card number for
provided to you by Processor and not by Bank. Clover Security Plus is ALL activities subsequent to receipt of the authorization
available only for Level 3 and Level 4 merchants, as defined by the response including, settlement processing, retrieval
Payments Networks. Clover Security Plus is not available for Level 1 processing, chargeback and adjustment processing and
or Level 2 merchants. transaction reviews.
38.1 The POS security monitor offers you monitoring, scanning, (e) If you send or receive batch files containing completed
and anti-virus software services for your point of sale Card transaction information to/from us, you must use
computer systems. The TransArmor Data Protection service is the service provided by us to enable such files to contain
described in Sections 38.14 and 38.15. only Tokens or truncated information.
38.2 Scanning Authority; Scanning Obligations. You represent (f) You must use truncated report viewing and data extract
and warrant that you have full right, power, and authority to creation within reporting tools provided by us.
consent for Clover Security Plus to scan for vulnerabilities in (g) You are required to follow rules or procedures we may
the IP address and/or URL and/or domain names identified to provide to you from time to time regarding your use of
us by you for scanning, whether electronically or by any other Data Protection. We will provide you with advance written
means, whether during initial enrollment or thereafter. If notice of any such rules or procedures or changes to
applicable, you shall obtain all consents and authorizations such rules or procedures.
from any third parties necessary for us or our vendors to
perform the Clover Security Plus services, including, without (h) You will use only unaltered version(s) of Data Protection
limitation, third party data centers, co-locations and hosts. We and will not use, operate or combine Data Protection or
will not be required to execute agreements with any such third any related software, materials or documentation, or any
parties. You agree to defend, indemnify and hold us and our derivative works thereof with other products, materials or
vendors harmless from any third party claim that such access services in a manner inconsistent with the uses
was not authorized. You may use Clover Security Plus and contemplated in this section.
portals only to scan IP addresses, URLs and domain names (i) You will promptly notify us of a breach of any these
owned by and registered to you. You understand that your terms.
failure to provide a complete list of and complete access to 38.5 Tokenization Limited Warranty. Subject to the terms of this
your IP addresses will significantly impair the scanning Agreement, we (1) warrant that each token returned to you
services and may result in incomplete or inaccurate results. through Data Protection cannot be used to initiate a financial
You agree that the Clover Security Plus services hereunder, sale transaction by an unauthorized entity/person outside your
including without limitation their functionality and contents, point of sale systems and facilities where you process and/or
constitute confidential information, and your use and/or store transaction data (the Limited Warranty); and (2) agree
access to the Clover Security Plus is subject to the terms of to indemnify and hold you harmless from direct damages,
confidentiality set forth in this Agreement. including third party claims, resulting from our breach of the
38.3 Data Collection. In the course of providing the Clover Limited Warranty. This express remedy for our breach of the
Security Plus, we may collect information relating to activities Limited Warranty constitutes our entire liability and your sole
on your network (the Data) including, but not limited to and exclusive remedy for our breach of the Limited Warranty.
network configuration, TCP/ IP packet headers and contents, The Limited Warranty is void if (a) you use Data Protection in
log files, malicious codes, and Trojan horses. We retain the a manner not contemplated by, or you are otherwise in
right to use the Data or aggregations thereof for any violation of, this Agreement or any other agreement relating to
reasonable purpose. Cards eligible for Data Protection; (b) you are grossly
38.4 Data Protection; Responsibilities of Client. Data Protection negligent or engage in intentional misconduct; or (c) you no
applies only to card transactions sent from you to us for longer have a processing relationship with us.
authorization and settlement pursuant to the Agreement, and 38.6 Disclaimer; Clover Security Plus Does Not Guarantee
specifically excludes electronic check transactions. You are Compliance or Security.
responsible to comply with the following regarding your use of
Data Protection: 38.6.1 Use of Clover Security Plus, Software or any
Equipment (including any Services, Software or
(a) Data Protection can only be used with an eligible POS Equipment provided by or through a third party) is
device, gateway, interactive voice response system, or at your own risk and to the maximum extent
similar system or equipment sale device, gateway, that is permitted by applicable law the clover security
certified by us for use with Data Protection. If you are plus, equipment and any software is provided As
uncertain whether your equipment is eligible or certified, Is and we disclaim all representations or
please contact us. It is your responsibility to ensure that warranties, express or implied, made to you or any
you have eligible equipment in order to use Data other person, including any warranties regarding
Protection. quality, suitability, merchantability, fitness for a
(b) You must demonstrate and maintain your current PCI particular purpose or that the Clover Security Plus,
DSS compliance certification. Compliance must be Equipment or any Software will operate
validated either by a Qualified Security Assessor (QSA) uninterrupted or error free or that the Clover
with corresponding Report on Compliance (ROC) or by Security Plus, Equipment or Software are secure,
successful completion of the applicable PCI DSS Self- free of viruses or other harmful components, or do
Assessment Questionnaire (SAQ) or ROC, as applicable, not infringe the rights of any person.
and if applicable to your business, passing quarterly 38.6.2 You must comply with all rules or procedures
network scans performed by an Approved Scan Vendor, relating to Clover Security Plus (or any component
all in accordance with payment network rules and PCI of Clover Security Plus) that we give you from time
DSS. Use of the Data Protection will not, on its own, to time. You must also implement all updates to
cause you to be compliant or eliminate your obligations clover security plus within a reasonable period of
to comply with PCI DSS or any other Payment Network time after you receive them. You are solely
Rule. You must also ensure that all third parties and responsible for backing up and/or otherwise
software that you use for payment processing comply protecting your data, systems, and service.
with the PCI DSS.
38.6.3 Use of Clover Security Plus does not (a) guarantee
(c) You must deploy Data Protection (including implementing compliance with any laws, Rules, or applicable
any upgrades to such service within a commercially standards (including the PCI DSS), (b) affect your
reasonable period of time after receipt of such upgrades) obligation to comply with laws, Rules, and applicable
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 standards (including the PCI DSS), or (c) guarantee restrictions set forth in subparagraphs (a) through (d)
protection against a Data Incident. Your use of Clover of the Commercial Computer Software-Restricted
Security Plus involves inherent risks, including system Rights clause at FAR 52.227-19 when applicable, or in
performance, availability, and data corruption. We subparagraph (c)(1)(ii) of the Rights in Technical Data
make no promise, and disclaim all warranties of any and Computer Software clause at DFARS 252.227-
kind, that the use of Clover Security Plus will detect all 7013, and in similar clauses in the NASA FAR
vulnerabilities on your system, or that our vulnerability Supplement; (b) we are the contractor/manufacturer,
assessments, suggested solutions, information, or with the address set forth in this Agreement; and (c)
advice is error-free or complete. any use, modification, reproduction, release,
38.7 Intellectual Property Rights. performance, display or disclosure of Clover Security
Plus and/or the accompanying documentation by the
38.7.1 All right, title, and interest in and to all confidential Government or any of its agencies shall be governed
information and intellectual property related to the solely by the terms of this Agreement and shall be
Clover Security Plus (including the Marks, all Software, prohibited except to the extent expressly permitted by
the content of any materials, web screens, layouts, this Agreement.
processing techniques, procedures, algorithms, and
methods and any updates, changes, alterations, or 38.8 Software Updates, Maintenance and Changes.
modifications to or derivative works from such 38.8.1 We may perform maintenance on Software or Clover
intellectual property), owned, developed or licensed by Security Plus which may result in service interruptions,
us prior to, during the term of, or after this Agreement, delays, or errors. We will not be liable for any such
or employed by us in connection with the Clover interruptions, delays, errors, or bugs. You agree that
Security Plus, shall be and remain, as among the we may contact you in order to assist you with the
Parties or our Affiliates', our vendors' or our licensors' Software or Services and obtain information needed to
(as applicable) sole and exclusive property, and all identify and fix any errors. We may, at our discretion,
right, title and interest associated with the Clover release enhancements, improvements or other
Security Plus, Equipment and Software not expressly updates to any Software, or otherwise make any
granted by us in this Agreement are deemed withheld. changes to the Clover Security Plus (or any part).
You may not use our Marks in any manner, including in 38.8.2 You acknowledge and understand that certain
any advertisements, displays, or press releases, Software can automatically install, download, and/or
without our prior written consent. deploy updated and/or new components, which may
38.7.2 You may not, nor may you permit any third party to do include a new version of the Software itself. You shall
any of the following: (a) decompile, disassemble, not, in any event or in any manner, impede the update
reverse engineer, or otherwise attempt to reconstruct process. You agree to assume full responsibility and
or discover by any means any source code, underlying indemnify us for all damages and losses, of any
ideas or algorithms of the Clover Security Plus, nature, for all adverse results or third party claims
Software or Equipment (or any part), except to the arising from your impeding the update process.
extent that such restriction is expressly prohibited by 38.9 Accessing Services via the Internet or third parties. You
law; (b) modify, translate, or alter in any manner, the agree that we shall not be liable to you for any claims,
Clover Security Plus, Software or Equipment (or any damages, losses, obligations, costs or expenses or other
part) or the Marks; (c) create derivative works of or liability arising directly or indirectly from or otherwise
based on the Clover Security Plus (or any part), concerning (a) any termination, suspension, delay or
Software or the Marks; (d) except for backup and disruption of service (including billing for a service) by the
archival purposes, directly or indirectly copy the Clover internet, any common carrier or any third party service
Security Plus or any Software (or any part); (e) provider; (b) any failure, disruption or malfunction of the
republish, upload, post, transmit, disclose, or distribute Clover Security Plus, the Internet, or any communications
(in any format) the Clover Security Plus or Software (or network, facility or equipment beyond our or a third party's
any part) except as permitted in this Agreement; or (f) reasonable control, whether or not attributable to one or
remove, relocate, or otherwise alter any proprietary more common carriers; or (d) any failure to transmit, obtain
rights notices from the Clover Security Plus, Software or collect data or for human, machine or software errors or
or Documentation (or any part) or the Marks. faulty or erroneous input by you.
38.7.3 If we provide you with copies of or access to any 38.10 Access and Use of Services.
Software or Documentation, unless otherwise
expressly stated in writing, that Software and 38.10.1 Unless we otherwise agree in writing, the Clover
Documentation is provided on a personal, non- Security Plus shall be for your internal business
exclusive, non-transferable, non-assignable, revocable use in the United States and US territories or
limited license for the period of your subscription to the possessions only.
applicable Clover Security Plus service and solely for 38.10.2 You shall not and shall not permit any third party
you to access and use the Software and to: (a) access or attempt to access any of the
Documentation to receive the relevant Clover Security Clover Security Plus service that is not intended
Plus service for its intended purpose on systems to be available to you; (b) access or use (in any
owned or licensed by you. Software can only be used format) the Clover Security Plus (or any part)
with certain computer operating systems and it is your through any time- sharing service, service
responsibility to ensure that you have the appropriate bureau, network, consortium, or other means; (c)
hardware and software to use the Software. without our advanced written consent, use, ship
38.7.4 You shall not take any action inconsistent with the or access TransArmor (or any part) outside or
stated title and ownership in this Section 38. You will from outside of the United States; (d) perform or
not file any action, in any forum that challenges the attempt to perform any actions that would
ownership of any part of the Clover Security Plus or interfere with the proper working of any part of
any software, materials or Documentation. Failure to the Clover Security Plus, prevent access to or
comply with this provision will constitute a material use of any of the Clover Security Plus by other
breach of this Agreement. We have the right to users, or in our reasonable judgment, impose a
immediately terminate your access to and use of the large load on our infrastructure, network
Clover Security Plus in the event of a challenge by capability or bandwidth; or (e) use the Clover
you. Security Plus (or any part) except as permitted in
this Agreement.
38.7.5 If you are acquiring any of the Clover Security Plus
services on behalf of any part of the United States 38.10.3 We have the right to rely on user names,
Government (Government): any use, duplication, or password, and other sign on credentials/access
disclosure by the Government is subject to the controls for the Clover Security Plus or any

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 Software (including Federated Single Sign-on expenses (other than Data Incident Expenses)
credentials) provided or approved by us to incurred to bring you into compliance with the PCI
authenticate access to, and use of, the Services DSS or a similar security standard; or (g) any
and any Software. Data Incident Expenses that arise out of an
38.10.4 Your use of Clover Service is governed by uncontrollable event or any intentional, reckless,
Clover’s Terms and Conditions of Use, which are or grossly negligent misconduct on your part.
available at https://clover.com/terms and Clover’s 38.13 Export Compliance
Privacy Policy available at 38.13.1 You agree not to export or re-export any Software
https://www.clover.com/privacy-policy. or Equipment or any underlying information
38.11 Indemnification. In addition to other indemnifications except in full compliance with all applicable laws
provided in this Agreement, you agree to indemnify and and regulations.
hold us, our Affiliates and third party service providers 38.13.2 None of the Software or Equipment or any
harmless from and against all losses, liabilities, damages underlying information may be downloaded or
and expenses arising from (a) your use of the Clover otherwise exported or re-exported (a) to any
Security Plus, including any Software or Equipment country to which the United States has
provided under this Agreement; or (b) any other person's embargoed goods (or any national or resident
authorized or unauthorized access and/or use of the thereof); (b) to anyone on the United States
Clover Security Plus (or any part), Software or Equipment, Treasury Department's list of Specially
whether or not using your unique username, password, or Designated Nationals or the United States
other security features. Commerce Department's Table of Deny Orders;
38.12 Liability Waiver. or (c) in any manner not in full compliance with
38.12.1 Subject to your subscribing to the entire Clover the requirements of the United States Bureau of
Security Plus bundle and to the terms of this Industry and Security and all applicable Export
Agreement, we agree to waive liability that you Administration Regulations.
have to us under this Agreement for Security 38.13.3 If you have rightfully obtained Software or
Event Expenses resulting from a Data Incident Equipment or any underlying information outside
first discovered by you or us while you are of the United States, you agree not to re-export
receiving and utilizing the Clover Security Plus the same except as permitted by the laws and
(the Liability Waiver). regulations of the United States and the laws and
38.12.2 The maximum amount of Liability Waiver for all regulations of the jurisdiction in which you
Data Incident Expenses arising out of or relating obtained it. You warrant that you are not located
to your Data Security Events first discovered in, under the control of, or a national or resident
during any Program Year regardless of the of any such country or on any such list.
number of such Data Security Events is as 38.14 Definitions:
follows: (a) Payment Network Assessment means a monetary
(a) $100,000.00 maximum per each MID you assessment, fee, fine or penalty levied against you or
have; and us by a Payment Network as the result of (1) a Data
(b) $500,000 aggregate maximum for all of your Security Event or (2) a security assessment conducted
MID's. as the result of a Data Security Event; provided, that
The Payment Network Assessment shall not exceed
38.12.3 In addition to Section 38.12.2, the maximum the maximum monetary assessment, fee, fine or
amount of Liability Waiver during any TransArmor penalty permitted upon the occurrence of a Data
Program Year for EMV Upgrade Costs is further Security Event by the applicable rules or agreement in
limited as follows: effect as of the inception date of this Agreement for
(a) $10,000 maximum per each MID you have; such Payment Network;
and (b) Cardholder Information means the data contained on
(b) $25,000.00 aggregate maximum for all of a Card, or otherwise provided to Client, that is required
your MID's. by the Payment Network or us in order to process,
These limitations apply during each twelve- approve and/or settle a Card transaction;
month period from June 1 through May 31 (c) Card Replacement Expenses means the costs that
regardless of the number of Data Incidents you the we or you are required to pay by the Payment
may experience. Network to replace compromised Cards as the result
38.12.4 All Data Incident Expenses resulting from the of (1) a Data Security Event or (2) a security
same, continuous, related or repeated event or assessment conducted as the result of a Data Security
facts will be deemed to arise out of one Data Event;
Incident for purposes of these limits. The Liability (d) Data Protection is a Clover Security Plus service that
Waiver is available only while you are using and provides encryption of cardholder data at your
paying for Clover Security Plus. payment environment and replaces the data with a
38.12.5 The Liability Waiver will not apply to any of the token or randomly generated number;
following: (a) any Data Incident that began before (e) Clover Security Plus is the suite of security services
you started using Clover Security Plus or that is provided by us and known as TransArmor.
reported to us after you stopped using Clover (f) Data Security Event means the actual or suspected
Security Plus; (b) any fines or assessments unauthorized access to or use of Cardholder
against you that are not the direct result of a Data Information, arising out of your possession of or
Incident; (c) any repeated Data Incidents, unless access to such Cardholder Information, which has
between the repeated events a qualified security been reported (1) to a Payment Network by you or us
assessor certified you as PCI-compliant; (d) any or (2) to you or us by a Payment Network. All Security
routine or recurring expenses for security Event Expenses and Post Event Services Expenses
assessments, regulatory examinations, or resulting from the same, continuous, related or
compliance activities; (e) any Data Incident that repeated event or which arise from the same, related
occurs during any period of time that (1) a or common nexus of facts, will be deemed to arise out
Payment Network has categorized you as a Level of one Data Security Event;
1 or Level 2 merchant, or (2) you have processed
more than 6 million transactions during the 12- (g) Documentation means any documents, instructions,
month period before the Data Incident; (f) any web screen, layouts or any other materials provided by
us relating to the Software or the Clover Security Plus;
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 (h) Equipment means equipment rented to or purchased the PCI DSS), or (c) guarantee protection against a Data
by you under this Agreement and any documents Incident.
setting out additional terms on which Equipment is 40 Special Provisions Regarding Payeezy Gateway Services
rented to or purchased by you;
If you elect to utilize the Payeezy Gateway Services, the following
(i) EMV Upgrade Costs means cost to upgrade payment additional terms and conditions of this Section 40 shall apply.
acceptance and processing hardware and software to
enable you to accept and process EMV-enabled Card The Payeezy Gateway Services are provided to you by Processor
in a manner compliant with PCI Data Security and not Bank. Bank is not a party to this Agreement insofar as it
Standards; applies to the Payeezy Gateway Services, and Bank is not liable to
you in any way with respect to such services. For the purposes of this
(j) Forensic Audit Expenses means the costs of a Section 40, the words we, our, and us refer only to the Processor and
security assessment conducted by a qualified security not the Bank.
assessor approved by a Payment Network or PCI
Security Standards Council to determine the cause The Payeezy Gateway Services provided and other matters
and extent of a Data Security Event; contemplated under this Section 40 are subject to the rest of this
Agreement, as applicable, except to the extent the terms of this
(k) Liability Waiver has the meaning as set forth in Section 40 directly conflict with another provision of this Agreement, in
Section 38.12.1 above; which case the terms of this Section 40 will control.
(l) Marks means the names, logos, emblems, brands, 40.1 Definitions. Capitalized terms used in this Section 40 shall
service marks, trademarks, trade names, tag lines or have the meaning given as defined in this section or as
other proprietary designations; defined in the Glossary or elsewhere in this Agreement.
(m) Post Event Services Expenses means reasonable Claim means any arbitration award, assessment, charge,
fees and expenses incurred by us or you with our prior citation, claim, damage, demand, directive, expense, fine,
written consent, for any service specifically approved interest, joint or several liability, lawsuit or other litigation,
by us in writing, including, without limitation, identity notice, infringement or misappropriation of any Intellectual
theft education and assistance and credit file Property Right or violation of any law, and any consequential,
monitoring. Such services must be provided by or on indirect, special, incidental or punitive damages and any
behalf of us or you within 1 year following discovery of attorney's fees and expenses incurred in connection therewith.
a Data Security Event to a Cardholder whose For purposes of the foregoing Claim definition, a Claim shall
Cardholder Information is the subject of that Data be considered to exist even though it may be conditional,
Security Event for the primary purpose of mitigating contingent, indirect, potential, secondary, unaccrued,
the effects of such Data Security Event; unasserted, unknown, unliquidated, or unmatured.
(n) Program Year means the period from November 1st Confidential Information means the Payeezy Gateway
through October 31st of each year; Services, Documentation, operational procedures, the terms
(o) Security Event Expenses means Payment Network and conditions of this Section 40 (including any schedule,
Assessments, Forensic Audit Expenses and Card exhibit or addendum), pricing or other proprietary business
Replacement Expenses. Security Event Expenses information, and any other information provided to you by us,
also includes EMV Upgrade Costs you agree to incur whether or not such information is marked as confidential;
in lieu of a Payment Network Assessment; provided, however, that Confidential Information will not
(p) Software means all software, computer programs, include information that: (a) is or becomes generally known to
related documentation, technology, know-how and the public through no fault of yours; (b) was lawfully obtained
processes embodied in the Equipment (i.e. firmware) by you from a third party free of any obligation of
or otherwise provided to you under this Agreement. confidentiality; (c) was already in your lawful possession prior
For the avoidance of doubt, the term Software shall to receipt thereof, directly or indirectly, from the disclosing
not include any third party software available as part of party; (d) is independently developed by you without the use
a service provided from someone other than us or our of the Confidential Information; (e) is disclosed with our
vendors or which may be obtained by you separately express written permission; or (f) is disclosed pursuant to a
from the Clover Security Plus (e.g. any applications lawful court or governmental order, provided you provide us
downloaded by you through an application with prompt prior written notice of any proceeding that may
marketplace); and involve such an order, and an opportunity to contest any
disclosure at such proceeding.
(q) TransArmor PCI is a Clover Security Plus service that
provides access to online PCI DSS Self-Assessment Customer means your customer who would like to provide
Questionnaires (SAQ) to validate PCI data standards. payment for your goods or services.
39 TransArmor Data Protection Service Documentation means any and all manuals and other written
materials in any form provided for use with the Software, as
39.1 The TransArmor Data Protection service encrypts cardholder amended by us from time to time, the terms of which are
data at the point of transaction and replaces it with a unique incorporated in this Section 40 as if fully set forth herein.
identifier (a token) that is returned with the authorization
response. You must use the token you receive with the Intellectual Property Rights means any and all patents,
authorization response instead of the card number for all other copyrights, trademarks, trade secrets, service marks, and any
activities associated with the transaction, including settlement, other intellectual property rights, and any applications for any
retrieval, chargeback, or adjustment processing as well as of the foregoing, in all countries in the world.
transaction reviews. If you fully deploy and use the Merchant Account shall mean an account set up for a
TransArmor Data Protection service, the token returned to you merchant that requires a card processor, bank, merchant ID,
with the authorization response cannot be used to initiate a terminal ID, merchant identification number, or otherwise
financial sale transaction by an unauthorized person outside named unique merchant number. Multiple physical or virtual
your point of sale systems or the systems where you store storefronts that process transactions under the same unique
your transaction data. The TransArmor Data Protection merchant number shall be deemed as 1 Merchant Account.
service can only be used with a point of sale device, gateway, Payeezy Gateway Services or Services means the products
or service that we have certified as being eligible for the or services offered through the Platform including, but, not
TransArmor Data Protection service. The TransArmor Data limited to payment processing services such as authorization
Protection Service is provided to you by Processor and not by of transactions to the appropriate payment processing network
Bank. or third party service provider, transaction responses
39.2 Use of the TransArmor Data Protection Service does not (a) (approved, declined), and the detailed reporting of those
guarantee compliance with any laws, Rules, or applicable transactions, and all related and applicable Software.
standards (including the PCI DSS), (b) affect your obligation to Platform means our operated, or approved, electronic
comply with laws, Rules, and applicable standards (including payment platform(s) and/or gateway(s) (also referred to as the

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 Payeezy Gateway) through which the payment Services modify, adapt, reformat, copy or reproduce the
contemplated under this Section 40 are provided. Services or Documentation or any portion thereof,
Software means all applications, protocols, software except as is incidental to the purposes of this
components and other interfaces and software provided by us Section 40, or for archival purposes (any copies
to you pursuant to this Section 40, and any and all Updates. made hereunder shall contain all appropriate
Updates means an embodiment of the Software that provides proprietary notices); (6) rent, lease, upload, assign,
enhancements and/or improvements. sublicense, transfer, distribute, allow access to, or
time share the Services or Documentation; (7)
Your Systems means any web site(s) or interfaces to the circumvent or attempt to circumvent any applicable
Services that are operated or maintained by you or on your security measures of the Services; (8) attempt to
behalf through which transactions are submitted for access or actually access portions of the Platform or
processing, and all your other associated systems. Services not authorized for your use; and /or (9) use
40.2 Fees. Client shall pay Processor the fees for the Payeezy the Services in any unlawful manner or for any
Gateway Services as set forth on the Application. A separate unlawful purpose.
account with us for Payeezy Gateway Services shall be 40.4.4 Updates. From time to time we may, at our
required for each separate Merchant Account held by you. discretion, release Updates or modify the Software.
40.3 Term; Termination. The Payeezy Gateway Services shall In the event we notify you of any such Update, you
commence as of the effective date of this Agreement and shall shall integrate and install such Update into Your
remain in effect until terminated by either party as provided Systems within 30 days of your receipt of such
herein. Either party may terminate these Services upon giving notice. You acknowledge that failure to install
the other party at least 30 days prior written notice. We may Updates in a timely fashion may impair the
suspend or terminate your access to the Services without prior functionality of the Platform or any of our Services
notice, with or without cause. Regardless of the reason for provided hereunder. We will have no liability for your
termination, you shall be responsible for the payment of all failure to properly install the most current version of
fees due up to and including the effective date of termination. the Software or any Update, and we will have no
40.4 License Grant. obligation to provide support or Services for any
outdated versions.
40.4.1 License. Subject to the terms and conditions of this
Agreement (including additional rights and licenses 40.4.5 Licensors. The licenses granted hereunder may be
granted in the Documentation), we hereby grant you subject to other licenses currently held by us or our
and you hereby accept a non-sublicensable, royalty subcontractors. Should any license held by us to
free, non-exclusive, nontransferable, revocable certain technology or software be terminated or
limited license to use the Services, during the term suspended, the corresponding license(s) granted to
of this Agreement, for the sole and limited purpose you hereunder may also be terminated or
of submitting payment transactions to us for suspended in our sole and absolute discretion. You
processing, and otherwise using our Services as set acknowledge and agree to such potential
forth herein. For clarity, all references to Services in termination or suspension and hereby waive any
this Agreement shall include the applicable and all damages, whether actual, incidental or
Software. consequential resulting therefrom.
40.4.2 Documentation License. Subject to the terms and 40.4.6 Export Compliance. You agree not to export or re-
conditions of this Agreement, we hereby grant, and export the Software or any underlying information or
you hereby accept, a non-sublicensable, royalty technology except in full compliance with all
free, non- exclusive, non-transferable, revocable applicable laws and regulations. In particular, but
limited license to use the Documentation during the without limitation, none of the Software or
term of this Agreement for the sole and limited underlying information or technology may be
purpose of supporting your use of the Services. You downloaded or otherwise exported or re-exported
shall strictly follow all Documentation provided to (1) to any country to which the United States has
you, as it may be amended from time to time by us, embargoed goods (or any national or resident
in our discretion. To the extent that there is any thereof); (2) to anyone on the United States
conflict between the Documentation and the terms Treasury Department's list of Specially Designated
of Agreement, the terms of this Section 40 shall Nationals or the United States Commerce
govern and control. Department's Table of Deny Orders; or (3) in any
manner not in full compliance with the requirements
40.4.3 Use Restrictions. You acknowledge that the of the United States Bureau of Industry and Security
Services and Documentation constitute our and all applicable Export Administration
intellectual property, therefore, you shall not, and Regulations. If you have rightfully obtained the
shall not cause or permit any third party to: (1) use Software outside of the United States, you agree
the Services in any way, other than in accordance not to re- export the Software except as permitted
with this Agreement or the Documentation or as by the laws and regulations of the United States and
otherwise instructed by us in writing; (2) use the the laws and regulations of the jurisdiction in which
Services or Documentation, either directly or you obtained the Software. You warrant that you are
indirectly, for benchmarking purposes or to develop not located in, under the control of, or a national or
any product or service that competes with the resident of any such country or on any such list.
products and services provided under this Section
40; (3) disassemble, decompile, decrypt, extract, 40.4.7 Federal Acquisition Regulations. If you are
reverse engineer or modify the Services, or acquiring the Software on behalf of any part of the
otherwise apply any procedure or process to the United States Government (the Government), the
Services in order to ascertain, derive, and /or following provisions apply: Any use, duplication, or
appropriate for any reason or purpose, the source disclosure by the Government is subject to the
code or source listings for the Services or any restrictions set forth in subparagraphs (a) through
algorithm, process, procedure or other information (d) of the Commercial Computer Software-
contained in the Services, except as otherwise Restricted Rights clause at FAR 52.227-19 when
specifically authorized in accordance with this applicable, or in subparagraph (c)(1)(ii) of the Rights
Section 40; (4) provide the Services or in Technical Data and Computer Software clause at
Documentation to any third party, other than to your DFARS 252.227- 7013, and in similar clauses in the
authorized employees and contractors who are NASA FAR Supplement. We are the
subject to a written confidentiality agreement, the contractor/manufacturer, with the address set forth
terms of which are no less restrictive than the below. Any use, modification, reproduction, release,
confidentiality provisions of the Agreement; (5) use, performance, display or disclosure of the Software
and/or the accompanying documentation by the
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 Government or any of its agencies shall be prior notification to you of any such proposed
governed solely by the terms of this Agreement and suspension and provide you with a reasonable
shall be prohibited except to the extent expressly opportunity to cure, provided just you (and no other
permitted by the terms of this Section 40. user) are affected, and provided such cure is
40.4.8 Return/Destruction. Upon termination or expiration allowed by the applicable law or the Payment
of this Agreement, all licenses granted hereunder Network Rules. If prior notification to you is not
shall immediately terminate, and within 5 days possible because such significant activity or security
thereof, you shall either return to us or destroy the issue would materially and adversely affect other
Software and the Documentation, and shall so users of the Platform and Services, then we will
certify to us in writing. provide notice of such suspension as promptly as
possible thereafter with detailed information
40.4.9 No other Licenses. Except as expressly provided regarding the suspected fraudulent activity or
above, no license for any patents, copyrights, security issue, as well as any other information that
trademarks, trade secrets or any other Intellectual can assist you with identifying the root cause of the
Property Rights, express or implied, are granted problem responsible for such suspension. Upon a
hereunder. determination by us that you are not responsible for
40.4.10 Use of Transaction Data. As permitted by the fraudulent activity or security issue resulting in
applicable law and regulations, we reserve the right the suspension or any security threat as abated, the
to copy and distribute to third parties, any Services and your license to the Software shall be
information associated with your use of the Services promptly re-activated and the Services under this
or your activities on the Platform. Section 40 shall recommence. Regardless of the
40.5 Platform Matters reason for such suspension, you shall be
responsible for the payment of all fees due up to
40.5.1 Integration with Your Systems. While we provide and including the effective date of the suspension.
Software to you, you acknowledge that the Software
itself is insufficient to allow Your Systems to function 40.6 Security of Information. We will use commercially
with the Platform. Programming, development and reasonable efforts to maintain the security of the Services and
maintenance of Your Systems and their functionality the Platform. You will use commercially reasonable efforts to
are your sole responsibility. You have the sole maintain the security of Your Systems. Such steps by you will
responsibility to select and employ any competent be taken at your sole cost and expense, and shall include,
programming agent(s) to accomplish the without limitation: (1) creating firewalls to protect against
programming required to make Your Systems unauthorized access to Your Systems by your employees,
function correctly with the Platform and the payment contractors, Customers, or by any other person; and (2)
services contemplated hereunder (Integration). You implementing reasonable protective techniques suggested by
shall be responsible for all technical support for Your us. You further agree that you will be bound by and comply
Systems and Integration related issues. You agree with all of our and all Payment Network security rules and
that you will use commercially reasonable efforts to regulations as they now exist or as each may be amended or
complete the Integration as soon as possible. You supplemented from time to time. Notwithstanding the
will be responsible for all of your own development foregoing, the parties recognize that there is no guarantee or
and implementation costs associated with such absolute security of information that is communicated over the
Integration. Notwithstanding any other provision of internet.
this Section 40, you acknowledge that unless and 40.7 Privacy. We have adopted online Privacy Statement(s) to
until you complete the Integration, no Services need inform individuals as to our online collection and use of
be provided by us to you pursuant to this personal information. You agree that, during the term of this
Agreement, except as otherwise specifically Agreement, you will adequately communicate and comply with
provided in Section 40.5.2 below. In addition, you an appropriate privacy policy explaining your online collection
acknowledge and agree that, even if you have and use of the personal information of your Customers.
completed Integration, if you have not entered into a Unless required by law, Payment Network Rules, or done
valid merchant processing agreement with an pursuant to this Agreement, you shall not, under any
authorized bank card processor, you cannot receive circumstances, sell, purchase, provide, or otherwise disclose
the Services through the Platform. any customer's account information, transaction information,
40.5.2 Set-Up Assistance Services. Subject to Section or other personal information to any third party. You shall store
40.5.1 above, upon your request to us, and upon all data securely. We may advise potential users of the
payment of any applicable Fees, we will provide you services that we have a relationship with you.
with set-up services to assist with the Integration. 40.8 Audit Rights. Upon notice to you, we may audit your usage,
40.5.3 Shut Downs. We reserve the right, from time to records and security of the Services, your Customer's
time, without prior notice, to shut down and restart payment processing information, and the services provided
the Platform for maintenance and/or software hereunder to ensure (1) that you are using the Services in full
upgrades for reasonable time periods of one minute compliance with the provisions of this Section 40; (2) that all
or more. applicable fees have been paid; (3) that you are adhering to
your privacy policy; and; (4) that you are in full compliance
40.5.4 Orders by Customers. You are solely responsible with all applicable laws, regulations and rules (including but
for accepting, processing, and filling any orders for not limited to Payment Network Rules). Any such audit shall
purchases by your Customers, and for handling any be conducted during regular business hours at your offices
inquiries arising therefrom. You shall use the highest and shall not interfere unreasonably with your business.
standards in the industry in responding to
complaints by Customers. We are not responsible 40.9 Indemnification. You shall indemnify, defend, and hold us,
or liable for any unauthorized access to your data or our subsidiaries and affiliates and our and their officers,
Your Systems by any means or device. directors, employees, shareholders, agents and attorneys
from any Claim(s) arising from the conduct of your business,
40.5.5 Suspension of Access to the Platform and any Transactions submitted through the Platform hereunder
Services. We may suspend your access to the for payment processing, any false or inaccurate
Platform and Services, without prior notice, with representation made by you or the negligence, fraud,
cause. For purposes of this Section 40 the term dishonesty or willful behavior of any of your employees or
cause, in addition to cause as defined under the agents, or from your failure to strictly comply, in whole or in
Agreement, shall mean that significant activity by part, with any: (1) terms and conditions pursuant to this
you has been detected (which excludes a high Agreement and any addenda hereto or Documentation; or (2)
volume of transactions) or the security or integrity of applicable law, regulations or rules. Upon written notice from
the Platform is materially compromised. We will us to you, you shall immediately undertake the defense of
make commercially reasonable efforts to provide
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 such Claim by representatives of your own choosing, subject on your Merchant Processing Application at least 30
to our reasonable approval. business days prior to the effective date of change. Any
40.10 Limitation of Liability. notice or other communication required or permitted to be
given hereunder shall be in writing, addressed to First Data
40.10.1 Processor is not liable for the merit and legitimacy Merchant Services LLC, 4000 NW 120th Avenue,
of the orders forwarded by you. All liability for MS/CON-SMB, Coral Springs, FL 33065, Attention: Legal
validity of orders remains with you. We are not Dept. E-mailed notices should be sent to
responsible for any data entry errors, Customer legalpapers@fiserv.com. Notices shall be deemed to have
misrepresentations, or reporting errors resulting been given if sent by mail or courier, upon the earlier of 5
from your actions. We shall not be liable to you or days after mailing, or when actually received and/or
your Customer for the accuracy of the information delivered. Notice given in any other manner shall be
provided by the Platform or our Services. effective when actually received. All such notices must
40.10.2 In no event shall we be liable to you, or to any other include your merchant name(s) and merchant identification
person or entity, under this Section 40, or otherwise, number(s). Failure to provide Notice to this address, or
for any punitive, exemplary, special, incidental or include this pertinent merchant information, will be deemed
consequential damages, including, without ineffective. Notices to your last known address (including
limitation, any loss or injury to earnings, profits or e-mail address), as indicated in our records, shall
goodwill. constitute effective notice to you under this Agreement. If
40.10.3 Notwithstanding any provision in this Agreement to you change your address (including e-mail address), you
the contrary, in no event shall our liability under this must notify us at least 30 days prior to the effective date of
Section 40 for all Claims arising under, or related to, any such change. Failure to provide us with a valid
this Section 40 exceed, in the aggregate (inclusive address (including e-mail address) may result in the
of any and all Claims made by you against us, termination of the Agreement.
whether related or unrelated), the lesser of: (1) the 40.13 Subcontractors. Processor may subcontract all or part of the
total amount of fees paid by you for the our Services Services using a variety of providers globally, but,
during the 12-month period immediately preceding notwithstanding any such subcontract, Processor shall remain
the date the event giving rise to such Claim(s) fully responsible for performance of the Services, including
occurred; or (2) $50,000.00. ensuring the compliance of subcontractors with the terms of
this Agreement applicable to such subcontractors.
40.10.4 Notwithstanding provisions set forth herein, we will
not be liable for any Claims under this Agreement 40.14 Survival. Upon termination or expiration of this Section 40 or
arising directly or indirectly from or otherwise the Agreement, a party's obligations shall cease except for
concerning: (a) any termination, suspension, delay those remaining or required to be performed following such
or disruption of service (including billing for a termination. For the avoidance of doubt, the parties agree that
service) by the Internet, any common carrier or any those provisions of this section that logically should survive its
third party service provider; (b) any failure, termination or expiration in order to accomplish its
disruption or malfunction of the Services provided fundamental purposes will do so. All representations,
hereunder or the Internet, or any communications warranties, indemnities and covenants made herein shall
network, facility or equipment beyond our survive the termination of this section and shall remain
reasonable control, whether or not attributable to enforceable after such termination.
one or more common carriers or third party service 41 Special Provisions Regarding Main Street Insights Service Terms
providers; (c) any failed attempts by you or your and Conditions
Customers to access any Systems or to complete If you elect to utilize the First Data Main Street Insights Solution (Main
processing transactions; or (d) any failure to Street Insights) the terms and condition in this Section 41 shall apply
transmit, obtain or collect data from Customers or (Main Street Insights Terms and Conditions); and if you were
for human, machine or software errors or faulty or granted a First Data Main Street Insights Temporary Demonstration
your or your Customer's erroneous input. Except as License, an election for Services under this Section 41 shall serve to
expressly agreed to by us in writing with respect to supersede it. Main Street Insights is provided to you by Processor and
any Separate Product, we are not liable for any not Bank. Bank is not liable to you in any way with respect to Main
Excluded Products. Street Insights. Main Street Insights, transactions processed, and
40.11 Disclaimer of Warranties. You acknowledge and agree other matters contemplated under Section 41 are subject to the terms
that the use of the Payeezy Gateway Services and and conditions of the Agreement, as applicable, except to the extent
documentation are at your sole risk we make no the terms directly conflict with the Main Street Insights Terms and
representation or warranty, express or implied, and no Conditions, in which case the Main Street Insights Terms and
implied at law warranty shall arise from this section, Conditions in this section will control.
Payeezy Gateway Services, documentation, our 41.1 Definitions. Capitalized terms used herein shall have the
procedures, other Services provided or performed by us meanings given to such terms as set forth in Section 41.1 or
hereunder, including, without limitation: (a) any implied as defined elsewhere in this Section 41, or the Agreement.
warranties of merchantability or fitness for a particular
purpose, (b) any warranties of noninterference or non- Customer means a Person who makes a purchase of goods
infringement; or (c) any warranties that any product or or services from you, the transaction detail of which is utilized
service provided hereunder (including but not limited to in Main Street Insights.
the software) will (1) meet your requirements; (2) operate Customer Information means information about your
according to your expectations; (3) provide accurate data; Customers (e.g., name, mailing address, card account
or (4) operate uninterrupted or error free. Any and all such number, e-mail address, telephone number) obtained in
warranties are expressly disclaimed by us and waived by connection with your use of the Services and may be utilized
you. We do not warrant that any errors will be corrected. in Main Street Insights.
Except as otherwise specifically set forth herein, the Data means transaction data that may include processing
Payeezy Gateway Services, (including without limitation data from First Data Merchant Services LLC's credit and debit
the Payeezy Gateway and Software), documentation and information warehouse and other available sources that First
other services provided hereunder are provided on an As Data Merchant Services LLC owns or has a contractual or
Is, With All Faults basis. This disclaimer of warranties other right to use in Main Street Insights.
constitutes an essential part of this agreement. All
decisions to reject any processing transaction or Device means a tablet, computer, smartphone or other mobile
payment for your products or services are solely your device, or other device that you use to access the Main Street
responsibility. Insights website to receive or to which you receive
communications from Main Street Insights.
40.12 Notices. You agree to notify us of any change in your
name, type of business, or any other information required First Data means First Data Corporation, which is the parent
company of First Data Merchant Services LLC.
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 First Data Main Street Insights Marks means the any part) except as expressly permitted herein; (g)
trademarks or service marks related to Main Street Insights access or use (in any format) Main Street Insights
and sub-licensed to you by Processor. (or any part) through any time-sharing service,
First Data Main Street Insights Solution or Main Street service bureau, network, consortium, or other
Insights Solution means the website or the application means; (h) rent, lease, sell, sublicense, assign, or
associated with Main Street Insights, the object code version otherwise transfer your license rights to any third
of the Main Street Insights software applications and party, whether by operation of law or otherwise; (i)
communications you receive from the applications. Among use or ship Main Street Insights (or any part)
other things, Main Street Insights allows merchants to track outside of the United States, or access Main Street
and visualize information regarding their own revenue, ticket Insights (or any part) from outside the United
size, and Customers contained in the Data and other third States, without in any case obtaining our advance
party data sources. Main Street Insights may also permit a written consent; (j) remove, relocate, or otherwise
merchant to compare its performance to groups of similar alter any proprietary rights notices from Main Street
businesses within their industry and/or certain geographic Insights (or any part), or First Data Main Street
areas using the Data and other third party data sources, Insights Marks; (k) perform or attempt to perform
subject to certain limitations. The features and functionality of any actions that would interfere with the proper
Main Street Insights may be modified from time to time by working of Main Street Insights, prevent access to
First Data or its third party provider(s). For the avoidance of or use of Main Street Insights by other users, or in
doubt, the term Software in this definition does not include our reasonable judgment impose an unreasonable
any software that may be obtained by you separately from or disproportionately large load on Main Street
Main Street Insights (e.g., any applications downloaded by Insights' infrastructure, network capability or
you). The First Data Main Street Insights Solution is deemed bandwidth; or (l) use Main Street Insights (or any
part of the Services, as defined in and provided under the part) except as permitted in Section 41.2.
Agreement. 41.3.2 You shall not take any action inconsistent with the
Main Street Insights Solution Fees means the fees charged stated title and ownership in Section 41.2. You will
for your use of the First Data Main Street Insights Solution, not file any action in any forum that challenges the
which includes additional fees for multiple locations. ownership of any part of Main Street Insights, any
related software, materials or User Documentation.
Third Party Services are the services, products, promotions Failure to comply with this provision will constitute a
or applications provided to you by or through someone other material breach of this Agreement and may restrict
than Processor. Processor's ability to sublicense Main Street
User Documentation means that documentation regarding Insights to you. Processor has the right to
the operation, guidelines and features and functionality of immediately terminate Services under this Section
Main Street Insights that is made available to you from time to 41, and First Data has the right to immediately
time at the website, by internet link or otherwise. User terminate your access to and use of Main Street
Documentation may be modified from time to time by First Insights in the event of a challenge by you.
Data or its third party provider(s). 41.4 Main Street Insights Limitations and Requirements.
41.2 License Grant. Subject to the Main Street Insights Terms and 41.4.1 You may access Main Street Insights through your
Conditions in this Section 41, Processor grants you a Device using a wired (ethernet) or wireless (wifi or
personal, limited, non-exclusive, revocable, non-transferable cellular) connection to the Internet. You are solely
sub-license, without the right to further sub-license or assign responsible for the payment of any fees that may be
in any way, to electronically access and use, solely in the imposed by your Internet/data provider. Your use of
United States, Main Street Insights to manage your Main Street Insights may be subject to: (a) the
establishment(s) and analyze associated point of sale terms of your agreements with your Internet/data
activities within the United States. For purposes of this Section provider; and (b) the availability or uptime of the
41, "United States" does not include U.S. Territories or services provided by your Internet/data provider.
possessions. Main Street Insights is for your internal business
use only. This Section 41 does not grant you any rights to First 41.4.2 You may use Main Street Insights to conduct
Data Main Street Insights Marks. Except for the license analysis of the Data and third party data made
expressly granted herein, all intellectual property and available through Main Street Insights application
proprietary rights in or related to Main Street Insights and First and/or other tools made available at the website or
Data Main Street Insights Marks are and will remain the sole in the application.
and exclusive property of First Data or its affiliates, vendors, or 41.4.3 First Data may alter which Devices and browsers
third party provider(s) (as applicable), and any and all right, are approved as compatible with Main Street
title and interest associated with Main Street Insights not Insights in its discretion from time-to-time.
expressly granted in this Section 41 is deemed withheld. 41.4.4 First Data may perform maintenance on Main Street
41.3 Restrictions. Insights from time to time which may result in
41.3.1 You may not, nor may you permit any third party, service interruptions, delays, or errors. Neither First
other than employees and agents with a business Data nor its affiliates, vendors, or third party
need, to do any of the following: (a) access or provider(s), will be liable for any such interruptions,
attempt to access Main Street Insights (or any part) delays, errors, or bugs. You agree that First Data or
that is not expressly made available for public use; its affiliates, vendors, or third party provider(s) may
(b) decompile, disassemble, reverse engineer, or contact you in order to assist you with Main Street
otherwise attempt to reconstruct or discover by any Insights and obtain information needed to identify
means any source code or any underlying data, and fix any errors.
ideas or algorithms of Main Street Insights (or any 41.4.5 You shall at all times comply with the User
part), except to the extent that such restriction is Documentation.
expressly prohibited by law; (c) modify, translate, or 41.4.6 You shall comply with the following requirements in
alter in any manner, Main Street Insights (or any connection with your use of Main Street Insights:
part), or First Data Main Street Insights Marks; (d)
create derivative works of or based on Main Street (1) In the event you are able to discern any
Insights (or any part) or Main Street Insights Marks; information about a particular entity or
(e) except for backup and archival purposes, individual from the information available from
directly or indirectly copy Main Street Insights (or Main Street Insights, either alone or with other
any part), except screen shots may be copied and information in your possession, you
retained solely for internal business purposes; (f) understand and acknowledge that the
republish, upload, post, transmit, disclose, or information may be subject to certain privacy,
distribute (in any format) Main Street Insights (or marketing, insider trading, or other applicable
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 laws and you will limit your use thereof in days' notice by calling the Customer Service number on your
accordance with all applicable laws. statement. Notwithstanding the foregoing sentence, upon as
(2) With respect to each Customer who desires to much advance notice as is commercially practicable, First
receive marketing material or other Data may terminate your access to, and use of Main Street
communications from you via text message or Insights if (1) it is determined that you are using Main Street
email, such Customer must check the Insights for any fraudulent, illegal, or unauthorized purpose,
appropriate consent or the consent must be (2) you violate the Main Street Insights Terms and Conditions
provided in writing; you are NOT permitted to or an Event of Default occurs under the Agreement, (3) First
add or modify a Customer's consent indication Data terminates its agreement with any third parties that are
on his behalf. involved in providing Main Street Insights, or (4) First Data
otherwise decides to discontinue providing Main Street
(3) You (or your agents acting on your behalf) may Insights. You acknowledge and agree that an occurrence of
only send marketing materials or other (1) or (2) above may be deemed an Event of Default under the
communications to the Customer's provided Agreement, thereby affording Processor and Bank all rights
phone number, street address, and /or email and remedies as set forth in the Agreement triggered by such
address if the Customer has specifically an Event of Default, which may include immediate termination
consented in writing executed by the of the Services under Section 41 without notice.
Customer.
41.7 Third Party Services. Main Street Insights may be used in
(4) Notwithstanding the capability of Clover connection with Third Party Services that you obtain
Insights to collect and store customer separately for your purposes (e.g., an accounting application
information, some states may limit your use on your Device). If you decide to use Third Party Services, you
of such information once collected, even if will be responsible for reviewing and understanding the terms
the customer has provided its consent, and conditions associated with Third Party Services (including
and/or your disclosure of such information obtaining and maintaining any required third party hardware
to third parties. You acknowledge and and/or software that is required for the Third Party Services to
agree that (1) your use of customer work with Main Street Insights). Your access of any Third
information obtained in connection with Party Services is at your own risk. Third Party Services are not
Clover Insights may be subject to local, governed by the terms and conditions of this Section 41 or the
state, and/or federal laws, rules, and Agreement. Any content downloaded or otherwise
regulations, (2) you are solely responsible obtained through the use of third party services (e.g.,
for knowing such laws, rules, and accounting application) is downloaded at your own risk.
regulations, and (3) you will at all-time Neither First Data nor its affiliates, vendors, or third party
strictly comply with all such laws, rules, provider(s), will be responsible for any actions or any
and regulations. failures to act of any third party, and such liability related
41.4.7 You shall comply fully with the requirements of all to all third party services is expressly disclaimed.
applicable federal, state and local laws and 41.8 Account Registration. First Data may require you to register
regulations related to your use of Main Street at Main Street Insights website or through the application. If
Insights and provision and use of Customer and when prompted by the registration process, you agree to
Information and point of sale data in connection with (a) provide true, accurate, current and complete information
Main Street Insights. Furthermore, you are solely about yourself and/or your business, and (b) maintain and
responsible for monitoring legal developments update this information to keep it true, accurate, current and
applicable to Main Street Insights and the operation complete. If any information provided by you is untrue,
of your business, interpreting applicable laws and inaccurate, not current or incomplete, First Data has the right
regulations, determining the requirements for to terminate your First Data Main Street Insights account
compliance with all applicable laws and regulations, (Account) and refuse any and all current or future use of Main
and maintaining an on-going compliance program. Street Insights.
41.4.8 In connection with Main Street Insights, you shall 41.9 Privacy and Data Use. All data collected from you in
receive a username and password to access Main connection with the Services or in connection with your use of
Street Insights. You are responsible for securely Main Street Insights, including Customer Information and
storing and keeping the username and password in information about your business and employees used with or
accordance with this Section 41.10 below. You will stored in or by Main Street Insights (collectively, Account
not permit anyone unauthorized by you to use the Data), is collected by First Data, its affiliates, vendors, and/or
username and password and you may only third party provider(s) ; therefore, the use and sharing of such
authorize your employees and agents with a Account Data is controlled by the applicable Privacy Policy
business need to use the username and password. displayed and available at or through a link on the Main Street
At such time as multiple usernames and passwords Insights website. You acknowledge and agree that First Data,
are available, you shall restrict the use of its affiliates, vendors, and/or third party provider(s) may
usernames and passwords to single individuals and access your Account Data, and our use of your Account Data
you shall monitor use of Main Street Insights to is governed by the Main Street Insights Terms and Conditions
ensure compliance with this Section 41 by those to and the Agreement. You also agree that First Data, its
whom you have provided usernames and affiliates, vendors, and /or third party provider(s) may access
passwords and you shall keep records regarding and use Account Data to provide or enhance Main Street
who has access to which usernames and Insights or the Services.
passwords at all times.
41.10 Protecting Your Information. You are solely responsible for
41.5 Equipment. You must obtain all equipment necessary for you ensuring that your account numbers, passwords, security
to access and use the Main Street Insights website. No questions and answers, login details and any other security or
communication channel or device to access the website is access information used by you to use or access Main Street
included within the provision of the First Data Main Street Insights are kept safe and confidential. You must prevent
Insights Solution, and you shall be responsible for all such unauthorized access to and use of any Account Data. You are
equipment and communication channels, including but not responsible for all electronic communications sent to First
limited to all device or channel compatibility. Data, its affiliates, vendors, or third party provider(s)
41.6 Term and Termination. Main Street Insights Terms and containing Account Data. When First Data receives
Conditions in this Section 41 shall become effective upon communications containing Account Data, it will assume you
execution hereof and shall end when terminated as set forth sent it to First Data. You must immediately notify First Data if
herein. For the avoidance of doubt, except as set forth below, you become aware of any loss, theft or unauthorized use of
termination of Services under Section 41 will not terminate the any Account Data (see Main Street Insights support center
underlying Agreement. You may terminate your First Data contact information below). First Data reserves the right to
Main Street Insights Solution services at any time upon 30 deny you access to Main Street Insights, in whole or in part, if
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 First Data believes that any loss, theft or unauthorized use of 41.14 Notices. First Data, its affiliates, vendors, and/or third party
any Account Data or access information has occurred. provider(s) may provide notices and other information
41.11 Accuracy of Information. You are solely responsible for regarding Main Street Insights to you via the method(s)
ensuring the accuracy of all information and data regarding described in the Agreement.
your business that you provide to First Data, its affiliates, 41.15 Amendment. First Data has the right to: (1) require changes
vendors, and/or third party provider(s) in connection with Main or addition to the Main Street Insights Terms and Conditions in
Street Insights (e.g., Customer Information). First Data, its Section 41 at any time, and (2) change, delete, discontinue, or
affiliates, vendors, and/or third party provider(s) disclaim any impose conditions on any feature or aspect of Main Street
and all liability arising out of any inaccuracies as a result of Insights with notice provided to you as set forth in the Notices
use of such information or data. section of the Section 41. Any use of Main Street Insights after
41.12 First Data Main Street Insights Solution Disclaimer. the publication of any such changes shall constitute your
acceptance of the Main Street Insights Terms and Conditions
41.12.1 As Is. Use of Clover Insights is at your own risk. as modified.
To the maximum extent permitted by applicable
law, Clover Insights is provided As Is and 41.16 Ideas. You may choose to, or First Data, its affiliates, vendors,
neither First Data nor its affiliates, vendors, or or third party provider(s) may invite you to, submit comments
third party provider(s) makes any or ideas about Main Street Insights, including, without
representations or warranties of any kind limitation, about how to improve Main Street Insights (Ideas).
(express or implied) with regard to Clover By submitting any Idea, you agree that: (a) First Data
Insights, including, without limitation, expressly disclaims any confidentiality obligations or use
warranties of accuracy, merchantability, fitness restrictions, express or implied, with respect to any Idea, (b)
for a particular purpose or non-infringement, or your submission will be non-confidential, and (c) First Data is
that clover insights will function uninterrupted free to use and disclose any Idea on an unrestricted basis
or error-free, or that clover insights is secure, without notifying or compensating you and without you
free of viruses or other harmful components or claiming any rights therein. You release First Data, its
that any defects or errors will be corrected. affiliates, vendors, or third party provider(s) from all liability
and obligations that may arise from the receipt, review, use or
41.12.2 Financial Advice. First Data Main Street Insights disclosure of any portion of any Idea.
Solution does not provide any business, investment
or financial advice and is not advocating any 41.17 Third Party Beneficiaries. First Data, its affiliates, vendors,
business decision or the sale or purchase of any or third party provider(s) used in providing Main Street Insights
real property, stocks, bonds, or securities. First Data are intended third party beneficiaries of this Section 41 as
expressly states, and you hereby acknowledge, that applicable, and each of them may enforce its provisions as if it
Main Street Insights is provided solely for was a party hereto. Except as expressly provided in this
informational purposes and are not to be used as a Section 41, nothing in this Section 41 is intended to confer
substitute for independent financial investment upon any Persons any rights or remedies, and the parties do
advice nor are they intended to be relied upon by not intend for any Persons to be third-party beneficiaries of
any person or entity, including you or your this Section 41.
Customers for the purposes of investment or other 41.18 Limitation of Liability. The cumulative liability to you from
financial decisions. Main Street Insights is not to be First Data, its affiliates, vendors, and third party provider(s) for
construed as providing business or investment any and all claims arising out of or resulting from this Section
advice and should not be used or construed, in 41 shall not exceed the total for the Main Street Insights
whole or in part, as a basis or recommendation for Solution Fees you paid to the Processor in the twelve months
an investment or business decision. immediately preceding any claim.
41.12.3 Accuracy. While First Data takes commercially 42 Special Provisions Regarding Clover Service
reasonable measures to ensure the accuracy of the If you elect to use the Clover Service, the following additional terms
information and content contained in Main Street and conditions of this Section 42 shall apply.
Insights, it makes no representation or warranty of
any kind with respect to Main Street Insights. You The Clover Service is provided to you by Processor and not Bank.
acknowledge and agree that all use of Main Street The Clover Service, transactions processed, and other matters
Insights by you and all other persons shall be: (1) contemplated under this Section 42 are subject to the terms and
based upon your own determination and evaluation conditions of the Agreement, as applicable, except to the extent the
and (2) at your sole risk. At times the Data may terms of this Section 42 directly conflict with another provision of the
include third party data that is appended to the Data Agreement, in which case the terms of this Section 42 will control;
and First Data has not investigated and does not provided however, Bank is not a party to this Agreement insofar as it
make any representation or warranty with respect to applies to the Clover Service, and you acknowledge that Bank is not
the accuracy of the third party data. liable to you in any way with respect to the Clover Service. For the
purposes of this Section 42, the words "we," "our" and "us" refer only
41.13 Indemnity. Without limiting your indemnification obligations in to the Processor and not the Bank.
the Agreement, you agree to indemnify and hold First Data, its
affiliates, vendors, and third party provider(s) harmless from 42.1 Definitions. Capitalized terms used herein shall have the
and against all losses, liabilities, damages, and expenses meanings given to such terms as set forth in this Section 42 or
(including reasonable attorneys' fees) arising out of or relating as defined in the Glossary or elsewhere in this Agreement.
to: Clover means Clover Network, LLC
41.13.1 Your failure to comply with all terms and conditions Clover Marks means the trademarks or service marks of
in this Section 41, including but not limited to User Clover, an affiliate of Processor.
Documentation; Clover Service means any services Clover provides to you.
41.13.2 Your use (alone or in combination with any other Customer means a Person who makes a purchase of goods
information) of any Customer Information, reports, or services from you, the transaction for which utilizes the
information or analytics obtained in connection with Clover Service.
your use of Main Street Insights;
Customer Information means information about your
41.13.3 The content or delivery of any marketing messages Customers (e.g., name, mailing address, e-mail address,
that you send or cause to be sent to any Customer telephone number) obtained in connection with your use of the
phone number or email address collected through Clover Service.
the use of Main Street Insights; or
Device means a tablet, smartphone, or other mobile or fixed
41.13.4 Any other party's access and/or use of Main Street form factor identified by Processor from time to time as
Insights with your unique username, password, or compatible with and capable of supporting the Clover Service.
other appropriate security code.

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 Third Party Services are the services, products, promotions transaction that you choose to conduct while the
or applications provided by someone other than Processor. Clover Service is used offline.
42.2 License Grant. During the term of the Agreement, Processor 42.4.3 The Clover Service does not function with every
grants you a personal, limited, non-exclusive, revocable, non- mobile device. Processor may alter which Devices
transferable license, without the right to sublicense or assign are approved as compatible with the Clover Service
in any way, to electronically access and use the Clover in our discretion from time-to-time.
Service solely in the United States to manage your 42.4.4 We may perform maintenance on the Clover
establishment and conduct associated point of sale activities Service from time to time which may result in
within the United States in accordance with the terms of this service interruptions, delays, or errors. We will not
Section 42. For purposes of this Section 42, “United States" be liable for any such interruptions, delays, errors,
does not include U.S. Territories or possessions. The Clover or bugs. You agree that we may contact you in order
Service is for your internal business use only. This Section 42 to assist you with the Clover Service and obtain
does not grant you any rights to the Clover Marks. All information needed to identify and fix any errors.
intellectual property and proprietary rights in or related to the
Clover Service and the Clover Marks are and will remain our, 42.4.5 You shall at all times comply with any operating
our affiliates', our vendors', or our licensors' (as applicable) procedures, requirements, or guidelines regarding
sole and exclusive property, and any and all right, title and your use of the Clover Service that are posted on
interest associated with the Clover Service not expressly the Clover website or otherwise provided or made
granted by Processor in this Section 42 are deemed withheld. available to you (collectively, Clover Ops Guide).
42.3 Restrictions. You may not, nor may you permit any third party 42.4.6 You shall comply with the following requirements in
to do any of the following: (a) access or attempt to access the connection with your use of the Clover Service:
Clover Service (or any part) that is not intended or made (a) With respect to each Customer who requests
available for public use; (b) decompile, disassemble, reverse the delivery of transaction receipts via text
engineer, or otherwise attempt to reconstruct or discover by message or email, such Customer must enter
any means any source code, underlying ideas or algorithms of his phone number or email address in the
the Clover Service (or any part), except to the extent that such appropriate space displayed on the Device
restriction is expressly prohibited by law; (c) modify, translate, himself; you are NOT permitted to add or
or alter in any manner, the Clover Service (or any part) or the modify any Customer Information (including
Clover Marks; (d) create derivative works of or based on the but not limited to phone number and email
Clover Service (or any part) or the Clover Marks; (e) except address) on behalf of a Customer.
for backup and archival purposes, directly or indirectly copy (b) With respect to each Customer who desires to
the Clover Service (or any part); (f) republish, upload, post, receive marketing material or other
transmit, disclose, or distribute (in any format) the Clover communications from you via text message or
Service (or any part) except as permitted herein; (g) access or email, such Customer must check the
use (in any format) the Clover Service (or any part) through appropriate consent check box displayed on
any time-sharing service, service bureau, network, the Device himself; you are NOT permitted to
consortium, or other means; (h) rent, lease, sell, sublicense, add or modify a Customer's consent indication
assign, or otherwise transfer your license rights to any third on his behalf.
party, whether by operation of law or otherwise; (i) use or ship
the Clover Service (or any part) outside of the United States, (c) You (or your agents acting on your behalf) may
or access the Clover Service (or any part) from outside the only send marketing materials or other
United States, without in any case obtaining our advance communications to the Customer's provided
written consent; (j) remove, relocate, or otherwise alter any phone number, street address, and/or email
proprietary rights notices from the Clover Service (or any part) address if the Customer has specifically
or the Clover Marks; (k) perform or attempt to perform any consented by checking (himself) the applicable
actions that would interfere with the proper working of the box displayed on the Device.
Clover Service, prevent access to or use of the Clover Service (d) Notwithstanding the capability of the Clover
by other users, or in our reasonable judgment impose an Service to collect and store Customer
unreasonable or disproportionately large load on our Information and to allow your Customers to
infrastructure, network capability or bandwidth; or (l) use the elect to receive marketing materials from
Clover Service (or any part) except as permitted in subsection you, some states may limit your use of
42.2 above. such information once collected, even if the
You shall not take any action inconsistent with the stated title Customer has provided his consent, and/or
and ownership in subsection 42.2 above. You will not file any your disclosure of such information to third
action, in any forum that challenges the ownership of any part parties. You acknowledge and agree that (1)
of the Clover Service, any related software, materials or your use of Customer Information obtained
documentation. Failure to comply with this provision will in connection with the Clover Service may
constitute a material breach of this Agreement. We have the be subject to local, state, and/or federal
right to immediately terminate your access to and use of the laws, rules, and regulations, (2) you are
Clover Service in the event of a challenge by you. solely responsible for knowing such laws,
rules, and regulations, and (3) you will at all
42.4 Clover Service Limitations and Requirements. times strictly comply with all such laws,
42.4.1 You may access the Clover Service through your rules, and regulations.
Device using a wired (ethernet) or wireless (wifi or (e) If TransArmor software is resident on your
cellular) connection to the Internet. You are solely Device at the time we provide you with the
responsible for the payment of any fees that may be Device and therefore part of the Clover
imposed by your Internet/data provider. Your use of Service, it will be used to perform such
the Clover Service may be subject to: (a) the terms encryption and tokenization (TransArmor
of your agreements with your Internet/data provider; Service) and the additional terms set forth in
and (b) the availability or uptime of the services Section 38 apply. However you will only
provided by your Internet/data provider. receive the applicable TransArmor Service
42.4.2 You may use the Clover Service to conduct point of subscribed by you as set forth in the
sale activities offline; transactions initiated offline will Application.
be queued and submitted for authorization when (f) You are responsible to provide and obtain any
Internet connectivity to the Clover System is disclosures and consents related to the E-
restored. However, you assume all risk, SIGN Act that may be required in connection
responsibility and liability associated with any with your communications and agreements
with your Customers.
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 42.5 Fees. You shall pay Processor the fees for Clover Service containing Account Data, we assume you sent it to us. You
as set forth on the Application. must immediately notify us if you become aware of any
42.6 Term and Termination. The Clover Service may be loss, theft or unauthorized use of any Account Data. We
terminated at any time by either party upon 30 days' written reserve the right to deny you access to the Clover Service,
notice to the other party. Notwithstanding the foregoing in whole or in part, if we believe that any loss, theft or
sentence, upon as much advance notice as is commercially unauthorized use of any Account Data or access
practicable, we may suspend or terminate the Clover information has occurred.
Service if (a) we determine that you are using Clover 42.11 Accuracy of Information. You are solely responsible for
Service for any fraudulent, illegal, or unauthorized purpose, ensuring the accuracy of all information and data regarding
(b) you violate the terms of this Section 42 or an Event of your business that you provide to us or our service
Default occurs under the Agreement, (c) we terminate our providers in connection with the Clover Service (e.g.,
agreement with any third parties that are involved in menus loaded onto the Device). In addition, you are solely
providing the Clover Service, or (d) Processor otherwise responsible for verifying that all information and data loaded
decides to discontinue providing the Clover Service. You onto a Device by us or our service providers at your request
acknowledge and agree that an occurrence of (a) or (b) are accurate prior to your business use of such Device. We
above may be deemed an Event of Default under the and our service providers disclaim any and all liability
Agreement, thereby affording Processor and Bank all rights arising out of any inaccuracies with respect to such
and remedies as set forth in the Agreement triggered by information or data.
such an Event of Default, which may include immediate 42.12 Clover Service Disclaimer. Use of the Clover Service or
termination of the Agreement without notice. any Equipment provided with the Clover Service is at
42.7 Third Party Services. The Clover Service may contain your own risk. To the maximum extent permitted by
links to Third Party Services (e.g., an application applicable law, the Clover Service is provided As Is and
marketplace). If you decide to use Third Party Services, you Processor makes no representations or warranties of
will be responsible for reviewing and understanding the any kind (express or implied) with regard to the Clover
terms and conditions associated with Third Party Services Service, including, without limitation, warranties of
(including obtaining and maintaining any required third party accuracy, merchantability, fitness for a particular
hardware and/or software that is required for the Third Party purpose or non-infringement, or that the Clover Service
Services to work with the Clover Service). Your access of will function uninterrupted or error-free, or that the
any Third Party Services is at your own risk. Third Party Clover Service is secure, free of viruses or other
Services are not governed by the terms and conditions of harmful components or that any defects or errors will
this Section 42 or the Agreement. Any content be corrected.
downloaded or otherwise obtained through the use of 42.13 Indemnity. Without limiting your indemnification obligations
Third Party Services (e.g., application marketplace and in the Agreement, you agree to indemnify and hold us
any apps available at such application marketplace) is harmless from and against all losses, liabilities, damages,
downloaded at your own risk. Processor will not be and expenses (including reasonable attorneys' fees) arising
responsible for any actions or any failures to act of any out of or relating to:
third party, and processor expressly disclaims any
liability related to all third party services. Processor (a) Your failure to comply with all terms and conditions in
does not warrant, endorse, guarantee, or assume this Section 42, including but not limited to the Clover
responsibility for any third party service or product Ops Guide;
advertised or offered through the clover service or any (b) Your use of any Customer Information obtained in
hyperlinked website or service, or featured in any connection with your use of the Clover Service;
banner or other advertising, and processor will not be a (c) The content or delivery of any marketing messages
party to or in any way monitor any transaction between that you send or cause to be sent to any Customer
you and providers of third party services or products. phone number or email address collected through the
42.8 Account Registration. We may require you to register and use of the Clover Service; or
create a "member" or "merchant" account to use the Clover (d) Any other party's access and/or use of the Clover
Service. If and when prompted by our registration process, Service with your unique username, password, or
you agree to (a) provide true, accurate, current and other appropriate security code.
complete information about yourself and/or your business,
and (b) maintain and update this information to keep it true, 42.14 Notices. We may provide notices and other information
accurate, current and complete. If any information provided regarding the Clover Service to you via the method(s)
by you is untrue, inaccurate, not current or incomplete, we described in the Agreement or in the E-Sign Consent
have the right to terminate your Clover Service account Agreement set forth below.
(Account) and refuse any and all current or future use of 42.15 Amendment. We have the right to change or add to the
the Clover Service. terms of this Section 42 at any time, and to change, delete,
42.9 Privacy and Data Use. All data collected from you at discontinue, or impose conditions on any feature or aspect
www.clover.com or in connection with your use of the of the Clover Service with notice provided to you as set
Clover Service, including Customer Information and forth in subsection 42.14 above. Any use of the Clover
information about your business and employees used with Service after our publication of any such changes shall
or stored in or by the Clover Services (collectively, Account constitute your acceptance of this Agreement as modified.
Data), is collected by Clover and not Processor or Bank; 42.16 Ideas. You may choose or we may invite you to submit
therefore, the use and sharing of such Account Data is comments or ideas about the Clover Service, including,
controlled by the Clover Privacy Policy (available at without limitation, about how to improve the Clover Service
https://www.clover.com/privacy_policy). You acknowledge (Ideas). By submitting any Idea, you agree that: (a) we
and agree that we may access your Account Data upon our expressly disclaim any confidentiality obligations or use
request to Clover, and our use of your Account Data is restrictions, express or implied, with respect to any Idea, (b)
governed by the terms set forth in the Agreement. your submission will be non-confidential, and (c) we are
42.10 Protecting Your Information. You are solely responsible free to use and disclose any Idea on an unrestricted basis
for ensuring that your account numbers, passwords, without notifying or compensating you. You release us from
security questions and answers, login details and any other all liability and obligations that may arise from our receipt,
security or access information used by you to use or access review, use or disclosure of any portion of any Idea.
the Clover Service are kept safe and confidential. You must 42.17 Third Party Beneficiaries. Processor's Affiliates and any
prevent unauthorized access to and use of any Account Persons Processor uses in providing the Clover Service are
Data. You are responsible for all electronic communications intended third party beneficiaries of this Section 42, and
sent to us or to any third party (including Clover) containing each of them may enforce its provisions as if it was a party
Account Data. When we receive communications hereto. Except as expressly provided in this subsection

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 42.17, nothing in this Section 42 is intended to confer upon 44 Special Provisions Regarding Clover Care
any Persons any rights or remedies, and the parties do not 44.1 If you purchase Clover Care, Included Equipment means
intend for any Persons to be third-party beneficiaries of this equipment listed in the Equipment Details section of this
Section 42. Agreement. Clover Care replaces, at no additional charge to
43 Special Provisions Regarding Clover Go Service (Mobile you, Included Equipment that has failed during the Clover
Payments) Care Term due to manufacturer defects in materials or
If you elect to use the Clover Go Service, the following additional workmanship, normal wear and tear from use in your
terms and conditions of this Section 43 shall apply. business, and accidental damage from handling. Merchants
with Included Equipment located in New York: see below for
The Clover Go service is provided to you by Processor and not Bank. material limitations on Clover Care protection.
The Clover Go service, transactions processed, and other matters
contemplated under this Section 43 are subject to the terms and 44.2 Clover Care protection begins when we ship you the Included
conditions of the Agreement, as applicable, except to the extent the Equipment and continues for three years from that date, (the
terms of this Section 43 directly conflict with another provision of the Clover Care Term). Clover Care protection extends to
Agreement, in which case the terms of this Section 43 will control; replacement devices for the remainder of the original unit's
provided however, Bank is not a party to this Agreement insofar as it Clover Care Term.
applies to the mobile payments service, and you acknowledge that (a) During the Clover Care Term, Clover Care protection is
Bank is not liable to you in any way with respect to the mobile limited to 3 replacements per device listed in this
payments service. For the purposes of this Section 43, the words Agreement.
"we," "our" and "us" refer only to the Processor and not the Bank. (b) We reserve the right to replace Included Equipment with
43.1 Your mobile payments service (Clover Go Service) enables refurbished units. You acknowledge that Clover Care
you to accept card- based payments using (a) a smart phone protection extends only to the functionality of devices,
or other supported mobile device that you provide, (b) an and not to cosmetic appearance or other non-functional
approved card reader you obtain from us (Clover Go matters.
Reader), and (c) an application (Clover Go App) that you (c) If the model of unit to be replaced is no longer in
download from the Apple App Store or Google Play. The inventory, we reserve the right to replace that unit with a
Clover Go Service does not support offline point of sale model of the same or better functionality. Under no
activities and requires Internet connectivity for proper circumstances will we pay or credit you with cash in lieu
functioning. We may update the Clover Go Service from time of a replaced unit.
to time.
44.3 For assistance with a failed unit, contact Customer Service. If
43.2 Only Apple iOS and Google Android operating systems are we confirm that the unit is eligible for replacement, we will ship
compatible with the Clover Go Service, and only certain types you a replacement unit at no additional cost. We reserve the
of mobile devices using Apple iOS and Google Android are right to replace each failed unit of your Included Equipment
supported for the Clover Go App and Clover Go Service. with refurbished equipment. You may elect to purchase a new
Please contact us for information on whether a particular unit at our then-current rates if you do not want a refurbished
mobile device is supported for the Clover Go App and Clover unit, but we will not apply any credit to the purchase price of a
Go Service. new unit.
43.3 Additional terms of use (Clover Go Terms) apply to the 44.4 You must return each failed unit and its related accessories to
Clover Go Service. From time to time, Clover Go Terms will be us within 45 days after receiving the replacement unit. The
presented to you electronically on an "in-application" basis, package containing the replacement unit will include a prepaid
and you will be required to "click to agree" before being shipping label for returning the failed unit. You must ship the
permitted to use the Clover Go App. If we update the Clover failed unit (including any related unit accessories) in the same
Go Terms you will be required to "click to agree" to the container we used to ship you the replacement unit. If you do
updated Clover Go Terms in order to use the Clover Go App not return a failed unit (or any related accessories) to us within
again. 45 days, we will charge you our then-current rate for that unit
43.4 To use the Clover Go Service, you must also be using, at or accessory.
a minimum, the TransArmor Data Protection Service, 44.5 Exclusions. Clover Care does not:
which is sometimes referred to as TransArmor Tokenization
and Encryption. You may also choose to use the Clover (a) Replace or otherwise protect Included Equipment in
Security Plus Solution Services, which includes the cases of loss, theft, intentional damage, or damage to
TransArmor Data Protection Service. units incurred incidentally to fire or flood damage to your
business premises. Clover Care is void if you breach this
43.5 If you are already using the single-token version of either the Agreement or your merchant processing agreement.
TransArmor Data Protection Service or Clover Security Plus Clover Care is not insurance nor a substitute for
Services, then no additional TransArmor products are needed insurance; or
for the Clover Go Service.
(b) Apply to defects or damage resulting from software,
43.6 If you are using the Payeezy Gateway or if you accept card- interfaces, or supplies we do not provide; loss or damage
not-present payments (for example, Internet payments), you in transit between your locations; your or your vendors' or
may need a different TransArmor product. Please contact us users' improper site preparation; or failure to follow
for information. written instructions on proper use of the Included
43.7 If you are not already using a TransArmor product, then you Equipment.
must first sign an agreement for an eligible TransArmor (c) Merchants with Included Equipment located in New York:
product. see Section 44.7 for material additional exclusions.
43.8 Use of Clover Go readers is at your own risk. To the 44.6 We may charge you our then-current rate for any returned unit
maximum extent permitted by applicable law, Clover Go that: (1) the Agreement excludes from Clover Care, (2) has an
readers are provided As Is, and we make no expired Clover Care Term, (3) does not match the serial
representations or warranties of any kind (express or number of a unit for which you purchased Clover Care, or (4)
implied) with respect to clover go readers, including but results in a no-problem found claim (an NPF Claim). An NPF
not limited to: (a) warranties of quality, accuracy, Claim will result if a factory technician could not reproduce
merchantability, fitness for a particular purpose, title, or your reported defect in the returned unit or the returned unit
non-infringement, (b) any warranty that the clover go performs to specifications within the factory's automated
readers will function uninterrupted or error-free, (c) any quality assurance testing program.
warranty that any defects or errors will be corrected, or
(d) any warranty that the clover go readers are secure, 44.7 New York Merchants. For Included Equipment located in
free of viruses or other harmful components. New York, Clover Care protection does not include damage
arising from normal wear and tear (except as arising from
product defect) or accidental damage from handling.

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 (a) Subject to the conditions and exclusions set forth in this the written arbitration award. The arbitration organization will
Agreement, Clover Care replaces, at no additional then notify the other party that the award has been appealed.
charge to you, Included Equipment that has failed due to The members of the three-arbitrator panel will be selected
manufacturer defects in materials or workmanship. according to the AAA's Commercial Arbitration Rules. The
(b) In addition to the exclusions above, Clover Care does not three- arbitrator panel will issue its decision within 120 days of
replace or otherwise protect Included Equipment arising the date of the appealing party's notice of appeal. The
from causes other than manufacturer defects in material decision of the three-arbitrator panel shall be final and binding,
or workmanship, including without limitation: damage except for any appellate right which exists under the FAA.
resulting from smashed or cracked units or screens; 45.7 All parties to an arbitration must be individually named. There
extraneous materials in the interior of the unit; contact shall be no right or authority for any claims to be arbitrated or
with liquids; missing unit covers; melted or burnt units; litigated on a class action, joint, or consolidated basis or on a
cosmetic damage; your or your vendors' or users' basis involving claims brought in a purported representative
improper or inadequate maintenance; or other visible capacity on behalf of the general public (such as a private
damage. Clover Care is void if you breach this attorney general), other clients, or other persons.
Agreement. Clover Care is not insurance nor a substitute 45.8 The arbitrator may award injunctive or similar relief only in
for insurance. favor of the individually named party and only to the extent
(c) You acknowledge that the Fees charged by us are not necessary to provide relief warranted by that individual party's
reduced for Included Equipment located in New York, claim. The arbitrator may not award injunctive relief applicable
even though there are lesser protections provided and to any class or similarly situated individual or groups.
broader exclusions. 45.9 The arbitration will take place in New York, NY.
45 Arbitration; Choice of Law; Venue; Waiver of Jury Trial 45.10 We will reimburse you for filing fees and arbitrator’s costs and
45.1 This arbitration provision shall be broadly interpreted. If you expenses you notify to us after bringing the claim at the time
have a Dispute with us that cannot be resolved informally, you the demand or claim is filed with the AAA, as noted in the
or we may elect to arbitrate that Dispute in accordance with AAA’s Commercial Arbitration Rules and Mediation
the terms of this arbitration provision rather than litigate the Procedures (Amended and Effective May 1, 2018). You are
Dispute in court. In arbitration, there is no judge or jury, and responsible for all additional costs that you incur in the
there is less discovery and appellate review than in court. arbitration, including, but not limited to, fees for attorneys or
45.2 Notwithstanding Section 45.1, you and we agree that the expert witnesses. If the arbitration is resolved in our favor, you
following will not be subject to arbitration: (a) disputes relating shall reimburse us for the filing fees and costs paid up to the
to the scope, validity, or enforceability of this arbitration extent awardable in a judicial proceeding. If the arbitration is
provision; (b) any claim filed by you or us in which the amount resolved in your favor, you will not be required to reimburse us
in controversy is properly within the jurisdiction of a small for any of the fees and costs paid by us. Notwithstanding
claims court; and (c) any dispute related to the validity of any anything to the contrary in this arbitration provision, we will
party's intellectual property rights. pay all fees and costs that we are required by law to pay.
45.3 If you or we elect to resolve your Dispute through arbitration 45.11 If you do not wish to arbitrate disputes, you must notify
pursuant to this arbitration provision, the party initiating the us in writing within 30 days of the date that you first
arbitration proceeding shall open a case with the American receive this Agreement by writing your name, address
Arbitration Association - Case Filing Services, 1101 Laurel and account number as well as a clear statement that you
Oak Road, Suite 100, Voorhees, NJ 08043, 877-495-4185, do not wish to resolve disputes through arbitration and
www.adr.org. sending that notice either (a) by e-mail to
arbitrationoptout@fiserv.com; or (b) by mailing to
45.4 Because the Services provided to you under this Agreement Arbitration Opt Out Notice, 3975 N.W. 120th Avenue,
concern interstate commerce, the Federal Arbitration Act MS/CON-ARB OUT, Coral Springs, FL 33065 (these
(FAA) will govern this arbitration provision, including the issue addresses are only for submitting the notice described in
of whether the Dispute is subject to arbitration. Any arbitration this section). Your decision to opt out of arbitration will
will be governed by the Commercial Arbitration Rules of the have no adverse effect on your relationship with us or the
American Arbitration Association (AAA). If there is a conflict Services provided by us.
between this arbitration provision and the AAA Rules, this
arbitration provision shall govern. If the AAA will not administer 45.12 If any part of Section 45.7 is found to be illegal or
a proceeding under this arbitration provision as written, it unenforceable, the entire arbitration provision will be
cannot serve as the arbitration organization to resolve your unenforceable, and the Dispute will be decided by a court. If
Dispute. If this situation arises, the parties shall agree on a any other clause in this arbitration provision is found to be
substitute arbitration organization. If the parties are unable to illegal or unenforceable, that clause will be severed from this
agree, the parties shall mutually petition a court of appropriate arbitration provision, and the remainder of this arbitration
jurisdiction to appoint an arbitration organization that will provision will be given full force and effect.
administer a proceeding under this arbitration provision as 45.13 Choice of Law. Choice of Law. Our Agreement shall be
written. If there is a conflict between this arbitration provision governed by and construed in accordance with the laws of the
and the rest of this Agreement, this arbitration provision shall State of New York (without regard to its choice of law
govern. provisions).
45.5 A single arbitrator will resolve the Dispute. The arbitrator will 45.14 Venue. We have substantial facilities in the State of New York
honor claims of privilege recognized by law and will take and many of the services provided under this Agreement are
reasonable steps to protect your information and other provided from these facilities. The exclusive venue for any
confidential or proprietary information. If the claim alleged in actions or claims arising under or related to this Agreement
the Dispute is for $10,000 or less, and the Dispute is not shall be in the appropriate state or federal court located in
excluded based on Section 28.2 above, you may choose New York, New York.
whether the arbitration will be conducted solely based on 45.15 Waiver of Jury Trial. You and we have agreed to waive the
documents submitted to the arbitrator, through a telephonic right to trial by jury.
hearing, or by an in-person hearing under the rules of the
selected arbitration organization. The arbitrator will make any 46 Other Terms
award in writing but need not provide a statement of reasons 46.1 Force Majeure. No party shall be liable for any default or
unless requested by a party. An award rendered by the delay in the performance of its obligations under this
arbitrator may be entered in any court having jurisdiction over Agreement if and to the extent such default or delay is
the parties for purposes of enforcement. caused, directly or indirectly, by (1) fire, flood, earthquake,
45.6 If an award granted by the arbitrator exceeds $50,000, either elements of nature or other acts of God; (2) any terrorist
party can appeal that award to a three-arbitrator panel attacks or outbreak or escalation of hostilities, war, riots or civil
administered by the same arbitration organization by a written disorders in any country; (3) any act or omission of the other
notice of appeal filed within 30 days from the date of entry of party or any government authority; (4) any labor disputes

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 (whether or not employees' demands are reasonable or within 46.7 Amendment. We may modify any provision of this Agreement
the party's power to satisfy); or (5) the nonperformance by a by providing written notice to you. You may choose not to
Person for any similar cause beyond the reasonable control of accept the requirements of any such change by terminating
such party, including without limitation, failures or fluctuations the Agreement within 20 days of receiving notice. If you
in telecommunications or other equipment. In any such event, choose to do so, notify us that you are terminating for this
the non-performing party shall be excused from any further reason so that we may waive any early termination fee that
performance and observance of the obligations so affected might otherwise apply. For purposes of this section, an
only for as long as such circumstances prevail, and such party electronic or "click-wrap" notice intended to modify or amend
continues to use commercially reasonable efforts to this Agreement and which you check "I Accept" or "I Agree" or
recommence performance or observance as soon as otherwise accept through an electronic process, shall
practicable. Notwithstanding anything to the contrary in this constitute in writing as required herein. This Section 46.7 does
paragraph, your failure to receive payment or funds from a not apply to fee changes, which are governed by Sections
Person shall not excuse the performance of your obligations 25.4 and 25.5.
to us under this Agreement. 46.8 Third Party Beneficiaries. Our respective Affiliates and any
46.2 Compliance with Laws. In performing its obligations under Persons we use in providing the Services are third party
this Agreement, each party agrees to comply with all laws and beneficiaries of this Agreement and each of them may enforce
regulations applicable to it. You further agree to cooperate and its provisions as it was a party hereto. Except as expressly
provide information requested by Servicers, as Servicers provided in this Agreement, nothing in this Agreement is
determine necessary, to facilitate Servicers compliance with intended to confer upon any Person any rights or remedies,
any applicable law including without limitation the rules and and the parties do not intend for any Persons to be third-party
regulations promulgated by the Office of Foreign Assets beneficiaries of this Agreement.
Control of the US Department of the Treasury. You further 46.9 Payment Network Rules. The parties acknowledge that the
acknowledge and agree that you will not use your merchant Visa, Mastercard, Discover Network, and PayPal Payment
account and/or the Services for illegal transactions, for Network Rules give Visa, Mastercard, Discover Network, and
example, those prohibited by the Unlawful Internet Gambling PayPal certain rights to require termination or modification of
Enforcement Act, 31 U.S.C. Section 5361 et seq, as may be this Agreement with respect to transactions involving Visa,
amended from time to time, or those involving any Person Mastercard, Discover Network, and PayPal and the Visa,
listed on the U.S. Department of Treasury, Office of Foreign Mastercard, Discover Network, PayPal systems and to
Assets Control, Specially Designated Nationals and Blocked investigate you. The parties also acknowledge that issuers of
Persons List (available at www.treas.gov/ofac) or the U.S. other Cards, for which we perform services on your behalf,
Department of State's Terrorist Exclusion List (available at may have similar rights under their applicable Payment
www.state.gov), or for the processing and acceptance of Network Rules with respect to this Agreement's applicability to
transactions in certain jurisdictions pursuant to 31 CFR Part transactions involving such other Cards.
500 et seq. and other laws enforced by the Office of Foreign
Assets Control (OFAC) or in connection with illegal activity of 46.10 Publicity. Client may not use the logo, name, trademark, or
any kind. service mark of Processor and /or Bank in any manner,
including without limitation, in any advertisements, displays, or
46.3 Notices. Except as otherwise specifically provided, all notices press releases, without the prior written consent of Processor
and other communications required or permitted hereunder and Bank.
(other than those involving normal operational matters relating
to the processing of Card transactions) shall be in writing, if to 46.11 E-Sign Consent Agreement
you at your address appearing in the Application or by any (1) Consent
electronic means, including but not limited to the e-mail (a) By signing the Confirmation Page, you consent and
address you have provided on the Application. If to us at our agree that:
address appearing in Section A.5 of Part 4 of this Agreement,
with a copy to First Data Merchant Services LLC, 4000 NW (b) Processor can provide disclosures required by law
120th Avenue, MS/CON-SMB, Coral Springs, FL 33065, and other information about your legal rights and
Attention: Legal Dept., and Notices shall be deemed to have duties to you electronically.
been given if sent by mail or courier, upon the earlier of 5 days (c) Where required or requested, your electronic
after mailing, or when actually received and/or delivered. signature (via "click-through" or other method) on
Notice given in any other manner shall be effective when agreements and documents relating to the Clover
actually received. All such notices must include your merchant Service has the same effect as if you signed them in
name(s) and merchant identification number(s). Failure to ink.
provide Notice to this address, or include this pertinent (d) Processor can send all communications, billing
merchant information, will be deemed ineffective. Notices to statements, amendments to the Clover Service,
your last known address (including e-mail address), as notices, and other disclosures or information
indicated in our records, shall constitute effective notice to you regarding the Clover Service or your use of the
under this Agreement. If you change your address (including Clover Service or the Services as defined in the
e-mail address), you must notify us at least 30 days prior to Agreement (collectively defined as Disclosures) to
the effective date of any such change. Failure to provide us you electronically (1) via e-mail, (2) by access to a
with a valid address (including e-mail address) may result in web site that we designate in an e-mail notice we
the termination of the Agreement. send to you at the time the information is available,
46.4 Headings. The headings contained in this Agreement are for or (3) to the extent permissible by law, by access to
convenience of reference only and shall not in any way affect a website that we will generally designate in
the meaning or construction of any provision of this advance for such purpose.
Agreement. (e) If you want a paper copy, you can print a copy of the
46.5 Severability. The parties intend every provision of this Disclosure or download the information for your
Agreement to be severable. If any part of this Agreement is records.
not enforceable, the remaining provisions shall remain valid (f) This consent applies to all future Disclosures sent to
and enforceable. you in connection with the Clover Service, the
46.6 Entire Agreement; Waiver. This Agreement constitutes the Agreement, or your use of the Clover Service or the
entire Agreement between the parties with respect to the Services as defined in the Agreement.
subject matter thereof, and supersedes any previous (2) Legal Effect
agreements and understandings. A party's waiver of a breach
of any term or condition of this Agreement shall not be By consenting, you agree that electronic Disclosures
deemed a waiver of any subsequent breach of the same or have the same meaning and effect as if Processor
another term or condition. provided paper Disclosures to you. When Processor
sends you an email or other electronic notification
alerting you that the Disclosure is available electronically
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 and makes it available online, that shall have the same agreed to provide access under the EBT program. Multiple benefits
meaning and effect as if Processor provided a paper may be combined in a single cash benefit account.
Disclosure to you, whether or not you choose to view or Cash Over Transaction: Dispensing of cash by a merchant in
print or download the Disclosure. connection with a Card sale, other than a PIN Debit Card transaction,
47 Glossary for the purchase of goods or services.
As used in this Agreement, the following terms mean as follows: Charge or Charges: The total price, including all applicable taxes
Address Verification Service (AVS): A service provided through and gratuities, for the purchase of goods or services at a merchant for
which the merchant verifies the Cardholder's address, in whole or in which a Cardholder has signed a Sales Draft or otherwise indicated
part. Primarily used by Mail/Telephone/ Internet order merchants, intent to pay with a Card.
Address verification is intended to deter fraudulent transactions, Chargeback: A Card transaction (or disputed portion) that is returned
however, an AVS Match does not guarantee that a transaction is valid. to us by the Issuer. Client is responsible for payment to us for all
An AVS request should generally be submitted with an authorization Chargebacks.
request. The AVS response, if available, however will not impact Chip: An integrated microchip embedded on a Card containing
whether any associated authorization request is approved or denied. cardholder and account information.
You may be charged an AVS fee for any AVS request you submit even
if we are not able to provide a response to the request. Chip Card: A Card with an embedded EMV-compliant chip containing
memory and interactive capabilities used to identify and store
Affiliate: Person that, directly or indirectly, (1) owns or controls a additional data about a Cardholder, an Account, or both.
party to this Agreement or (2) is under common ownership or control
with a party to this Agreement. Claim: Means any claim (including initial claims, counterclaims,
cross-claims, and third party claims), dispute, or controversy between
Application: the Application for Services executed by you. you and us arising from or relating to the Agreement or prior Card
Authorization: approval by, or on behalf of, the Issuer to validate a acceptance agreements, or the relationship resulting therefrom,
transaction. An Authorization indicates only that the Issuer has whether based in contract, tort (including negligence, strict liability,
confirmed there is sufficient availability of funds on the Cardholder's fraud, or otherwise), statutes, regulations, or any other theory,
account at the time the Authorization is requested. including any question relating to the existence, validity, performance,
Authorization Approval Code: A number issued to a participating construction, interpretation, enforcement, or termination of the
merchant by the Authorization Center which confirms the Agreement or prior Card acceptance agreements or the relationship
Authorization for a sale or service. resulting therefrom.
Authorization and Capture: Refers to the communication of Client: The party identified as Client on the Application. The words
instructions from your POS device or other systems to our computer Subscriber, you, and your refer to Client. Also, sometimes referred
systems, whether the communications are for authorization requests to as Merchant.
or any other capture of information. Contactless Payment: Payment performed in a Card-Present
Authorization Center: A department that electronically Environment with a Contactless card or Payment Device (e.g., Mobile
communicates a merchant's request for Authorization on Credit Card phone) at the Point-of-Transaction.
transactions to the Cardholder's bank and transmits such Credit: A refund or price adjustment given for a previous purchase
Authorization to the merchant via electronic equipment or by voice transaction.
Authorization. Credit Card: a payment account that is (a) presented to you in
Bank: The bank identified on the Application signed by you. various forms (including cards, fobs, tags, mobile devices, or virtual
Bankruptcy Code: Title 11 of the United States Code, as amended forms), (b) bears the Mark of a Payment Network, and (c) enables the
from time to time. Batch: A single Submission to us of a group of Cardholder to buy goods or services on credit.
transactions (sales and Credits) for settlement. A Batch usually Credit Draft: A document evidencing the return of merchandise by a
represents a day's worth of transactions. Cardholder to a Client, or other refund or price adjustment made by
Business Day: Monday through Friday, excluding Bank holidays. the Client to the Cardholder, whether electronic, paper or some other
Card: See either Credit Card or Debit Card. form, all of which must conform to Payment Network Rules and
applicable law.
Cardholder: Means the Person whose name is embossed on a Card
and any authorized user of such Card, also referred to as Card Credit Limit: The credit line set by the Issuer for the Cardholder's
Member by American Express. Credit Card account.
Cardholder Information: the data contained on a Card, or otherwise Customer Activated Terminal (CAT): A magnetic stripe terminal or
provided to you, that is required by the Payment Network or us in chip-reading device (such as an automatic dispensing machine,
order to process, approve and/or settle a Card transaction, including Limited Amount Terminal, or Self-Service Terminal) that is not an ATM.
the names, addresses and Card account numbers of Cardholders. Data Incident: any actual or potential unauthorized or fraudulent
Card Not Present Sale/Transaction: A transaction that occurs when access to (or use, disclosure, or alteration of) transaction data,
the Card is not present at the point-of-sale, including Internet, mail- whether consisting of a single event, a continuous course of events,
order and telephone-order Card sales. or a series of related events.
Card Verification Codes: A three-digit value printed in the signature Data Incident Expenses: means: (a) any obligations that you have to
panel of most Cards and a four-digit value printed on the front of an us arising from a Data Incident including EMV Upgrade Costs; (b) the
American Express Card. Visa's Card Verification Code is known as costs of a security assessment conducted by a qualified security
CVV2; Mastercard's Card Verification Code is known as CVC2; the assessor approved by a Payment Network or PCI to determine the
Card Verification Codes for Discover Network, PayPal, and American cause and extent of a Data Incident; and (c) any reasonable fees and
Express are known as a Card Identification Numbers (CID). Card expenses incurred by us, or by you with our prior written consent, for
Verification Codes are used to deter fraudulent use of an account any Mitigation Services specifically approved by us in writing but only
number in a non-face-to-face environment, (e.g., mail orders, if the Mitigation Services are provided within 1 year following
telephone orders and Internet orders). discovery of the relevant Data Incident.
Card Verification Value (CVV)/Card Validation Code (CVC)/Card Data Usage Charge: Charged to you for our processing of Sales
Identification Data (CID): A unique value encoded on the Magnetic Data sent to us. Debit Card: a payment account that is (a) presented
Stripe of a Card used to validate Card information during the to you in various forms (including cards, fobs, tags, mobile devices, or
Authorization process. virtual forms), (b) bears the Mark of a Payment Network, and (c)
enables the Cardholder to buy goods or services by debiting the
Cardholder Verification Method (CVM): A method used to confirm Cardholder's bank account or stored value/prepaid account.
the identity of a Cardholder and to signify Cardholder acceptance of a
transaction, such as signature, Offline PIN, and Online PIN. Dial-Up Terminal: An Authorization device which, like a telephone,
dials an Authorization Center for validation of transactions.
Cash Benefits: An EBT account maintained by an Issuer that
represents pre-funded or day-of-draw benefits, or both, administered Discount Rate: A percentage rate and/or amount charged to a
by one or more government entities, and for which the Issuer has merchant for processing its qualifying daily Credit Card and Non-PIN
Debit Card transactions, as set forth in the Application. Transactions
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 that fail to meet applicable interchange requirements will be charged Merchant Identification Number, name and sometimes merchant ID
additional amounts as set forth in Section 25.1. code and terminal number.
Electronic Benefit Transfer (EBT): An Electronic Benefits Transfer Merchant Identification Number: A number that numerically
system used to deliver certain government delivered benefits, identifies each merchant location, outlet, or line of business to the
including without limitation Cash Benefits and FNS, SNAP and WIC Processor for accounting and billing purposes.
Benefits, to EBT customers. Merchant Processing Application: The Merchant Processing
Electronic Draft Capture (EDC): A process which allows a Application and Agreement executed by Client, which is one of the
merchant's Dial-Up Terminal to receive Authorization and capture documents comprising the Agreement.
transactions, and electronically transmit them to the Processor. This Merchant Provider: Any Person engaged by you to provide services
eliminates the need to submit paper for processing. to you involving or relating to (1) access to Cardholder data,
EMV Upgrade Costs: the costs you agree to incur to upgrade transaction data or information related to either Cardholder data or
payment acceptance and processing hardware and software to transaction data or (2) PIN encryption, including without limitation,
enable you to accept and process EMV-enabled Cards in a manner Encryption Service Organizations (ESOs).
compliant with the PCI DSS. Mitigation Service: a service provided to a cardholder whose
Entity: Means a corporation, partnership, sole proprietorship, trust, information is the subject of a Data Incident, where the primary
association, or any other legally recognized entity or organization. purpose of the service is to mitigate the effects of the Data Incident,
Factoring: The submission of authorization requests and/or Sales including identity theft education and assistance and credit
Drafts by a merchant for Card sales or cash advances transacted by monitoring.
another business. Factoring is prohibited. Non-Bank Services: Products and/or Services for which Bank is not
Fixed Acquirer Network Fee (FANF): Fee that applies to the responsible or to which Bank is not a party.
acceptance of all Visa branded products and is based on both the Non-PIN Debit Card: A device with a Visa, Mastercard, or Discover
size and the number of merchant locations. The fee will be assessed Network Mark that is tied to a Cardholder's bank account or a prepaid
per merchant Taxpayer ID, based on the number of merchant account and which is processed without the use of a PIN.
locations, Merchant Category Code (MCC), and monthly Total Gross Non-Qualified Interchange Fee: The difference between the
merchant Sales Volume associated with each Taxpayer ID. interchange fee associated with the Anticipated Interchange Level and
Fraud Full Recourse: One of American Express's Chargeback the interchange fee associated with the more costly interchange level
programs at which the transaction actually processed.
General Terms: Part 2 of the Program Guide, including any Non-Qualified Surcharge: A surcharge applied to any transaction
amendments or modifications. that fails to qualify for the Anticipated Interchange Level and is
Gross: When referred to in connection with transaction amounts or therefore downgraded to a more costly interchange level. The Non-
fees, refers to the total amount of Card sales, without set-off for any Qualified Surcharge (the amount of which is set forth on the Service
refunds or Credits. Fee Schedule) is in addition to the Non-Qualified Interchange Fee,
which is also your responsibility (see above, Section 25.1)
Imprinter: A manual or electric machine used to physically imprint the
merchant's name and ID number as well as the Cardholder's name PAN Truncation: A procedure by which a Cardholder's copy of a
and Card number on Sales Drafts. Sales Draft or Credit Draft, or as required by applicable law, the Sales
Draft or Credit Draft you retain, will only reflect the last four digits of
Issuer: The financial institution or Payment Network (or other Entity the Card account number.
authorized by a Payment Network) which has issued a Card to a
Person. Payment Network: any payments association or payments network
we support whose cards or other payment forms you accept under
Limited Amount Terminal: A Customer Activated Terminal that has your merchant processing agreement.
data capture only capability, and accepts payment for items such as
parking garage fees, road tolls, motion picture theater entrance, or Person: A third party individual or Entity, other than the Client,
magnetic-stripe telephones. Processor or Bank.
Magnetic Stripe: A stripe of magnetic information affixed to the back PIN: the personal identification number associated with a Debit Card.
of a plastic Credit or Debit Card. The Magnetic Stripe contains PIN Debit: a type of transaction using a Debit Card that requires a
essential Cardholder and account information. Cardholder to enter a PIN for authentication.
Marks: Names, logos, emblems, brands, service marks, trademarks, PINless Debit: a type of PIN Debit transaction that, under applicable
trade names, tag lines or other proprietary designations. Rules and for qualifying transactions, does not require the Cardholder
Mastercard Account Status Inquiry Service Fee: Zero dollar to enter a PIN for authentication.
Account Status Inquiry Service requests (including AVS, CVC2 or Point of Sale (POS) Terminal: A device placed in a merchant location
both). which is connected to the Processor's system via telephone lines and
Mastercard CVC2 Fee: A fee assessed for transactions acquired in is designed to authorize, record and transmit settlement data by
the U.S. Region with the CVC2 (3-digit code on the back of the electronic means for all sales transactions with Processor.
Mastercard issued card) included in the transaction for authorization Processor: The entity identified on the Application (other than the
and where the CVC2 response value equals 'M' (Match) or 'N' Bank) which provides certain services under the Agreement.
(Invalid/did not match). The fee will not be applied to Account Status Program Guide (also known as the Merchant Services Program
Inquiry (ASI) requests. Terms and Conditions): The booklet which contains Your Payments
Mastercard Digital Enablement Fee: A fee assessed by Mastercard Acceptance Guide, the General Terms, Third Party Agreements and
on select Card Not Present transactions. the Confirmation Page, which together with the Application and the
Mastercard Processing Integrity Fee: The Mastercard Processing Schedules thereto and documents incorporated therein, constitute
Integrity Fee is assessed in the event Mastercard cannot match an your Agreement with Processor and Bank.
approved authorization to a settled transaction (within 120 days from Recurring Payment Indicator: A value used to identify transactions
the date the authorization was granted) or a reversal request (within a for which a Cardholder provides permission to a merchant to bill the
specific time frame). The Processing Integrity Fee can be avoided by Cardholder's Card account at either a predetermined interval or as
settling transactions only with an approved authorization. If an agreed by the Cardholder for recurring goods or services.
authorization approval is no longer needed, it must be electronically Referral: A message received from an Issuer when an attempt for
reversed within 24 hours for a card-present transaction or within 72 Authorization requires a call to the Voice Authorization Center or
hours for card not present transaction. Voice Response Unit (VRU).
Media: The documentation of monetary transactions (i.e., Sales Reserve: money we owe to you (net of any obligations you owe to us)
Drafts, Credit Drafts, computer printouts, etc.) that we hold back in order to secure or fund your obligations with us.
Merchant Identification Card: A plastic embossed card supplied to Reserve Account: An account established and funded at our request
each merchant to be used for imprinting information to be submitted or on your behalf, pursuant to Section 31 of the Agreement.
with each Batch of paper Sales Drafts. Embossed data includes

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 Retrieval Request/Transaction Documentation Request: A request amounts due under the Agreement or in connection with the
for documentation related to a Card transaction such as a copy of a Agreement.
Sales Draft or other transaction source documents. Signature Debit: a type of transaction using a Debit Card that
Rules: the rules, regulations, standards, releases, interpretations and requires the Cardholder to provide a signature for authentication
other requirements (whether contractual or otherwise) imposed or rather than a PIN.
adopted by any Payment Network and related authorities, including Store and Forward: A transaction that has been authorized by a
those of the PCI Security Standards Council, LLC, the National merchant when the merchant cannot obtain an Authorization while the
Automated Clearing House Association and (with respect to EBT customer is present, typically due to a communications failure. The
transactions) the Quest Operating Rules. merchant will store the transaction electronically in their host system
Sales/Credit Summary: The identifying form used by a paper and retransmit the transaction when communications have been
Submission merchant to indicate a Batch of Sales Drafts and Credit restored.
Drafts (usually one day's work). Not a Batch header, which is used by Summary Adjustment: An adjustment to your Submission and/or
electronic merchants. Settlement Accounts in order to correct errors.
Sales Draft: Evidence of a purchase, rental or lease of goods or Telecommunication Card Sale: Individual local or long-distance
services by a Cardholder from, and other payments to, Client using a telephone calls, for which the telephone service provider is paid
Card, including preauthorized orders and recurring transactions directly by use of a Card. These do not include, however, calls paid
(unless the context requires otherwise); regardless of whether the for with pre-paid telephone service cards. Telecommunication Card
form of such evidence is in paper or electronic form or otherwise, all Sales are considered Card Not Present Sales.
of which must conform to Payment Network Rules and applicable law.
Transaction Fees: Service costs charged to a merchant on a per
Schedules: The attachments, addenda and other documents, transaction basis. Transaction Integrity Fee: Fee assessed on Visa
including revisions thereto, which may be incorporated into and made Debit Card and prepaid Card purchase transactions that either fail or
part of this Agreement concurrently with or after the date of this do not request CPS qualification.
Agreement.
Wireless Networks: certain cellular telephone and data networks to
Self-Service Terminal: A Customer Activated Terminal that accepts which we have access though Wireless Vendors.
payment of goods or services such as prepaid cards or video rental,
has electronic capability, and does not accept PINs. Wireless Services: wireless data communication services that use
radio base stations and switching offered by Wireless Networks in
Servicers: Bank and Processor collectively. The words we, us and order to allow you to capture and transmit to us certain wireless Card
our refer to Servicers, unless otherwise indicated. Authorization transactions or to transmit other communications to our
Services: the activities undertaken by us to authorize, process and system.
settle Card transactions undertaken by Cardholders at your Wireless Software: wireless software (including any documentation
location(s), and all other services provided by us under this relating to or describing the wireless software) downloaded by you or
Agreement. your designee from our systems onto the Wireless Equipment.
Settlement Account: An account or account(s) at a financial Wireless Vendors: one or more third party vendors selected by us in
institution designated by you as the account to be debited and our sole discretion through whom we have acquired the right to resell
credited by us for Card transactions, fees, Chargebacks and other Wireless Services.

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 Part 3: Third Party Agreements

The following Agreements are Third Party Agreements entered into became a Return Item. TeleCheck's liability to Company for
between Client and the Third Parties identified in the Third Party breach of its Information Warranty will not exceed the lesser of:
Agreements. (a) the amount of the Eligible Item, or (b) the Warranty Maximum
If Client desires to receive the products and/or services offered under a set forth in the TeleCheck Service Application and Agreement.
Third Party Agreement, Client must check the appropriate box or otherwise Company may accept Items that do not receive an approval
indicate such desire in the Merchant Processing Application, in which case code or that do not meet the warranty requirements (these Items
the terms and conditions of the Third Party Agreement shall be binding are Ineligible Items); however, Ineligible Items are not covered
upon Client. The Signature page in the Merchant Processing Application or under TeleCheck's Information Warranty and TeleCheck will not
any Schedule thereto shall also serve as a signature page to the Third purchase them.
Party Agreements. 1.4 Warranty Requirements. Company represents and warrants
Client acknowledges that the Third Parties are relying upon the information that each Item it submits to TeleCheck for processing and
contained on the Merchant Processing Application and the Schedules coverage under the Information Warranty meets the following
thereto, all of which are incorporated by reference into the Third Party requirements:
Agreements. A. General Requirements. The following apply to all Items
TeleCheck Solutions Agreement unless otherwise specified:
1 Services (1) the Item was submitted to TeleCheck for processing
according to TeleCheck's operating guidelines and
TeleCheck will provide Company with the services indicated in the specifications, and Company obtained a single approval
TeleCheck Services Application and Agreement (TeleCheck code for it;
Application) which may include: (1) coded information that it may use
when deciding whether to accept a check or electronic funds transfer (2) the Item is drawn on the consumer's deposit account at a
item (each an Item, and together, Items) when provided by its United States or Canadian financial institution (for example,
consumers as payment, (2) settlement processing services and (3) and without limitation, money orders, cashier's checks,
warranty or verification services; all as described in this Agreement travelers checks, insurance checks, credit card checks, or
(together, Services). TeleCheck will be Company's exclusive provider non-first party Items are Ineligible Items);
of the Services during the Term (defined below) of this Agreement. (3) the Item, or a clear image of the Item (if submitted using a
Company agrees to the terms of this Agreement by signing the mobile or other optical imaging device), shows the
TeleCheck Application; clicking "Accept" or "Install" when presented consumer's name, address, check number, and routing and
via an App (as applicable and described below); or using any of the account numbers in the MICR line (not applicable if the
Services. Company acknowledges that the Specialty Items payment is online or over the phone);
(settlement only) service does not include receiving coded (4) the Item is a properly completed first party Item that is
information, warranty or verification services. dated, payable to Company, made out for the amount due
1.1 Delivery by Application. If the TeleCheck Services are provided to Company for its goods or services, and signed by the
through TeleCheck's check acceptance application (App) that consumer (not applicable if the payment is online or over
resides on a Clover point of sale device (a Device), Company the phone);
agrees that this Agreement will govern Company's access to and (5) the consumer authorized debiting its account by electronic
use of TeleCheck's Services on such App. Company's use of its funds transfer or remotely created check for the amount of
Device is subject to its agreement with the supplier of the Device the Item (an Authorization) in accordance with
(and not TeleCheck), and this Agreement does not alter TeleCheck's operating guidelines and specifications and the
Company's agreement with its Device supplier. Company will rules of the National Automated Clearinghouse Association
comply with the terms of its agreement with the Device supplier; (Nacha Rules), as applicable, for the services utilized;
and warrants that it is authorized to install and use TeleCheck's
App on the Device. (6) the Item represents the consumer's payment obligation to
Company for its goods or services, and has not been used
1.2 Submitting Items. Company will designate the types of Items it in another transaction;
accepts and that it will submit to TeleCheck for processing under
this Agreement as indicated on the TeleCheck Application. (7) the amount of the Item (a) is for the price of Company's
Company must submit the Item to TeleCheck through the goods or services, (b) matches the amount submitted to
appropriate service. For example, checks presented in person by TeleCheck for processing, and (c) does not exceed the
consumers at Company's point of sale can only be submitted Warranty Maximum;
through the in-person warranty (or verification) service, checks (8) the Item was not submitted as a split sale or in other ways
sent through the mail to Company can only be submitted through to avoid these warranty requirements or the Warranty
the By Mail/ Drop Box service. Company will submit all of its Maximum;
designated Items to TeleCheck for processing under this (9) the Item is not for credit, cash, or payment on an account,
Agreement. Except for Items processed through the By Mail/ debt, or Item already due to Company;
Drop Box service, TeleCheck will analyze each Item that
Company submits for processing and, in its discretion, provide (10) the Item does not pre-date or post-date the date of the
Company with an approval or decline code with respect to each transaction and corresponding inquiry to TeleCheck by
Item. TeleCheck will give Company operating guidelines and more than 1 calendar day;
specifications, as applicable, to assist Company with properly (11) the transaction and corresponding Item are not subject to
accepting and submitting its Items for processing (operating any stop payment, dispute or setoff right;
guidelines and specifications may be provided to Company (12) Company is not aware of anything that invalidates the Item,
electronically or made available via the Internet). prevents its collection, or relieves the consumer from
1.3 Information Warranty. If Company has selected a warranty liability for it; and
service in the TeleCheck Application, TeleCheck warrants the (13) Company provided the notices required by applicable Law
accuracy of the information given in its approval code (the (defined in Section 21.1 below), authorizing TeleCheck to
Information Warranty) when an Item meets the warranty process the Item as an electronic funds transfer or remotely
requirements described below. Items that satisfy TeleCheck's created check and imposing (and authorizing such
Information Warranty and meet the corresponding warranty processing of) a fee for Return Items.
requirements are Eligible Items. TeleCheck will purchase
Eligible Items that are subsequently dishonored, returned, B. Requirements For In Person Payments. If a consumer
reversed, or otherwise not paid by a consumer's financial presents a paper check in person at Company's point of
institution (these Items are Return Items). Company's sole purchase location, in addition to those in Section 1.4 A above,
remedy for a breach of TeleCheck's Information Warranty is the the following requirements apply and must be followed in
right to require TeleCheck to purchase an Eligible Item that accordance with TeleCheck's operating guidelines and
specifications: (a) the consumer signed an authorization to debit
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 consumer's account and consumer's signature on the authorizes TeleCheck to provide the Image Vendor with the
authorization reasonably matches the name imprinted on the information necessary to allow it to submit Item images to
Item; (b) the authorization must be clearly and conspicuously TeleCheck on behalf of Company. TeleCheck is not responsible
posted and a copy of the authorization must be provided to the for the image quality of Items submitted through Company's
consumer and (c) the Item must be voided and returned to the Image Vendor, or submission of the images by Company's
consumer after submission to TeleCheck for processing. If such Image Vendor to TeleCheck. Company will destroy the physical
in-person payment is approved as a paper check that cannot be checks that were submitted as electronic images after storing
settled as an electronic funds transfer, the additional them securely for at least 60 days.
requirements in Section 1.4 E below apply. 1.6 Authorization. Company will maintain a copy of each
C. Requirements For Online Payments. If a consumer consumer's Authorization for the longer of: (a) 2 years, or (b) the
makes an online payment, the following requirements apply in period of time required by the Nacha Rules. Company will
addition to those in Section 1.4 A above: (a) the consumer provide TeleCheck with legible copies of Authorizations within 7
electronically authorized the transaction in accordance with days of TeleCheck's request for them.
TeleCheck operating guidelines and specifications and (b) the 1.7 Assignment of Items. Company assigns all if its right, title, and
payment website site authenticates the consumer's identity and interest in each Eligible Item that it submits to TeleCheck for
uses appropriate site security and internet session security warranty coverage when the Item becomes a Return Item.
standards in accordance with the Nacha Rules. Company will reasonably aid TeleCheck in its enforcement of the
D. Requirements for Mail/Drop Box Checks. If the consumer rights associated with an assigned Eligible Item.
provides a paper check which was mailed in or submitted in a 1.8 Processing Notices; Return Item Fees. Company will post,
drop box to Company, the requirements in Section 1.4 A. above and provide consumers with, notices at the point of sale that are
apply, except (a) the check must be for payment that is not more required to process Items using the Services and to collect fees
than 60 days past due; (b) the check must not be post-dated or on Return Items. Company will assess the highest fee amount
dated earlier than 20 days from the date of inquiry to TeleCheck; allowed by applicable Laws on all Return Items, which
and (d) Company must securely store the check for at least 60 TeleCheck may collect and retain from consumers.
days following the corresponding payment transaction at which
time it must be destroyed. Additionally, the consumer must not 1.9 "Goodwill" of an Ineligible Item. TeleCheck may elect to
have notified Company that the check was not to be converted provide warranty coverage for an Ineligible Item that Company
into an electronic funds transfer. If such mail/drop box check is submits for processing. Providing warranty coverage for an
approved as a paper check that cannot be settled as an Ineligible Item will not constitute a course of dealing, waiver of
electronic funds transfer, the additional requirements in Section rights, or prevent TeleCheck from rejecting warranty coverage for
1.4 E below apply. any other Ineligible Items.
E. Requirements for Mobile Checks or any Checks 1.10 Updating Information. Company will promptly notify TeleCheck
Approved as Paper Only. If TeleCheck approves an Item as a if (a) a consumer makes any payment to Company or returns
paper check that could not be settled as an electronic funds any goods in connection with a Return Item that is subject to
transfer (i.e. check is to be deposited by Company) or the check warranty coverage, or (b) Company cancels any services paid
is submitted to TeleCheck as an image through a mobile device for by an Item that is subject to warranty coverage; both
(either, a Paper Settlement Item), the following requirements representing a full or partial satisfaction of the Return Item.
apply in addition to those in Section 1.4 A above: (a) the check Company's notice of payment or cancellation of services will
must include the consumer's name (imprinted by the identify the consumer.
manufacturer), physical address (imprinted by the manufacturer 1.11 Chargeback. TeleCheck may chargeback any Eligible Item that
or written on the check according to TeleCheck's operating it purchased from Company for coverage under the Information
guidelines - P.O. Boxes will not be accepted), phone number Warranty if:
(with area code), identification type and number (imprinted or (1) the consumer returned the goods or services (in whole or in
written on check), Company's TeleCheck Subscriber Number part) that were paid for with the Item;
and TeleCheck's approval code; (b) the consumer's signature
must reasonably match the name imprinted on the check and (c) (2) Company has not delivered the goods or services that were
Company must send Paper Settlement Items that were paid for using the Item;
presented in person at Company's point of purchase and that (3) the Item is subject to any stop payment, dispute, or setoff;
become Return Items directly from its financial institution to (4) the consumer makes full or partial payment to Company for
TeleCheck within 30 days of the date on the check. If the Paper the Item, or provides any form of security to ensure its
Settlement Item was mailed in or submitted in a drop box by the payment;
consumer to Company, or if the Item was presented by the
consumer to Company and submitted through a mobile device (5) the goods or services were initially delivered on credit or
by Company to TeleCheck, and subsequent to the transaction under a lease;
TeleCheck instructs Company to deposit the check (due to image (6) the purchase transaction, the payment represented by the
quality issues (a Redeposit Check Item), Company must Item, or transferring the Item to TeleCheck (by assignment
deposit the Redeposit Check Item within 2 days of TeleCheck's or otherwise) is void or invalid for any reason other than the
instruction to do so and TeleCheck must receive it for purchase consumer's bankruptcy;
within 45 days of the date on the check. Paper Settlement Items (7) Company breaches the applicable warranty requirements
and Redeposit Check Items may only be presented once for for Eligible Items;
payment (TeleCheck will not accept Paper Settlement Items or
Redeposit Check Items that Company or its financial institution (8) Company submits multiple Items or duplicate Items related
presented for payment more than once). In addition, Company to the same transaction for processing (e.g., deposits a
must securely store the physical check for at least 60 days paper Item previously submitted for processing as an
following the corresponding payment transaction. electronic Item without TeleCheck's direction to do so);
1.5 Electronic Images. If the Item is submitted to TeleCheck by (9) Company does not submit its Items to TeleCheck for
Company as an image using a mobile device or other image processing within 1 calendar day of the transaction date (for
reader, the ability to settle imaged Eligible Items to the banking batch processing, Items must be submitted to TeleCheck for
system depends on (a) the quality of the image and (b) the processing within 7 calendar days of the transaction date);
banking system's ability to accept the image for settlement (10) the consumer disputes authorizing the Item, its validity, or
processing. Company will use a third party provider to capture the amount debited for it (except in the case of third party
images of Items using a mobile device (this third party, an Image fraud committed with a consumer's check);
Vendor) and submit those images to TeleCheck. Company (11) the consumer's Authorization is incomplete or invalid;
acknowledges that its Image Vendor will require some of Company fails to provide TeleCheck with a legible copy of
Company's account information (including, without limitation, an Authorization within 7 days of a request for it; or
merchant account number, contact name, email address and Company breaches this Agreement, alters an Item or
device identifier) to submit Item images to TeleCheck; and approval code, or submits an Item with Knowledge it is
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 likely to become a Return Item. Knowledge means facts or Account. TeleCheck is not responsible for settlement errors that
circumstances which, if known, would cause a merchant, arise if Company provides inaccurate information about, or fails
using commercially reasonable judgment, to independently to notify TeleCheck of changes to, the Settlement Account.
refuse to accept an Item (including, without limitation, 4 Financial Information
splitting single transactions into smaller components or
resubmitting Items that were previously denied). Company will promptly provide any financial or other information
reasonably requested by TeleCheck to perform credit risk, security,
Company will immediately notify TeleCheck if it has Knowledge that qualification, and other reviews related to providing the Services,
any of the above circumstances occur. Company will continue to be transactions submitted, fulfillment of obligations to TeleCheck, or the
responsible for its chargebacks after termination of this Agreement. financial condition of Company. Company authorizes TeleCheck to
TeleCheck may chargeback any amounts that exceed the Warranty obtain information from third parties when performing credit risk,
Maximum for an Eligible Item. security, qualification, and other reviews.
2 Non-Warranty Services 5 Notice of Material Changes
2.1 If any of the verification services or the Specialty Items Company will provide TeleCheck with reasonable advance notice of
(settlement only) services are selected by Company in the any material change in the nature of Company's business (including,
TeleCheck Application (Non-Warranty Services), without limitation, any change to Company's operations that would
TeleCheck will have no liability for any Item that is materially affect its products sold, services provided, or the
processed using the Non-Warranty Services that is procedures it follows for payments acceptance). The failure to provide
subsequently returned, dishonored, reversed or otherwise TeleCheck with this notice constitutes a material breach of this
unpaid, and does not warranty the checks processed using Agreement.
the Non-Warranty Services. There will be no payment to
Company for any loss from transactions processed through 6 Company’s Payment Obligations
the Non-Warranty Services. Company assumes all risks Fees. Company will pay TeleCheck for: (a) all fees and charges for
that Items accepted by Company may result in Return the Services that are set forth in the TeleCheck Service Application
Items. Company will be fully responsible and liable to and Agreement; (b) all Items that are charged back; (c) all
TeleCheck for all Return Items, regardless of the reason or adjustments required in connection with Company's transactions; and
timing. TeleCheck will deduct or offset all Return Items (d) all costs, liabilities, or other obligations imposed on TeleCheck by
against any amounts to be paid to Company for Items third parties as a result of transactions submitted by Company, its
settled under this Agreement or, alternatively, TeleCheck actions, or inactions.
may initiate debits to Company's Settlement Account 6.1 Other Fees. Company will also pay TeleCheck for the following
(defined in Section 3.1 below) for all such Return Items. fees and charges for the Services (as applicable): (a) Customer
2.2 Representations and Warranties. Company represents and Requested Operator Call Fee (also called CROC or Voice
warrants that each Item submitted under any of the Non- Authorization Fee), which is an additional $2.50 fee per
Warranty Services complies with the following, (a) the Item operator or Interactive Voice Response (IVR)-assisted call that
was submitted to TeleCheck in accordance with the Company initiates, but TeleCheck does not request; (b)
TeleCheck's operating guidelines and specifications, (b) December Risk Surcharge, which is an additional percentage
the consumer authorized debiting its account by electronic charge added to the Inquiry Rate for each authorization inquiry in
funds transfer or remotely created check for the amount of the month of December; (c) Funding Report Fee, which is a
the Item in accordance with TeleCheck's operating $10.00 monthly fee to receive daily funding or weekly funding
guidelines and specifications and Nacha Rules including, reports (the Funding Report Fee does not apply if TeleCheck
without limitation, providing any necessary notices to provides the funding report monthly); (d) Inquiry Rate, which is
consumer (not applicable to the Specialty Items the percentage rate that applies to the face amount of each Item
(settlement only) services) and (c) the requirements in (up to the Warranty Maximum) that Company submits to
Sections 1.4. B, C, and D (as applicable to the type of Item TeleCheck for authorization (whether or not TeleCheck issues an
presented) have been complied with. approval code for the Item); (e) Monthly Minimum Fee, which is
3 Settlement the minimum aggregate amount of the Inquiry Rate fees that
Company must pay on a monthly basis (if the total Inquiry Rate
3.1 Company will identify one or more bank accounts held in its fees for Company's Items submitted during any month is less
name (each, a Settlement Account) that TeleCheck will use in than the Monthly Minimum Fee, then the Monthly Minimum Fee
connection with the Services. Company authorizes TeleCheck to will apply); (f) Monthly Processing Fee is a monthly fee for
(a) initiate credits to the Settlement Account for proceeds that handling Company's account; (g) Special Handling Fee, which
correspond to Company's transactions; (b) initiate debits to the is a $5.00 fee applied when the following occur: (1) a chargeback
Settlement Account for any amounts that may be owed or are of an Eligible Item, (2) an Item processed for payment must be
required to be paid under this Agreement; (c) initiate the corrected due to Subscriber's error or at Subscriber's request, or
transaction to a consumer's deposit account on Company's (3) TeleCheck elects (in its discretion) to process an Item that
behalf for Items that are owed to it; and (d) initiate adjustments fails to meet the applicable warranty requirements, or that is a
related to the foregoing (including, without limitation, adjustments Return Item, as a "Goodwill" Item; (h) Transaction Fee, which is
for chargebacks or partial adjustments). TeleCheck may initiate the additional per transaction charge for each Item that Company
any transfer by Automated Clearing House (ACH) entry. submits to TeleCheck for authorization or processing (whether or
3.2 TeleCheck reserves the right to decline processing any Item. not TeleCheck issues an approval code for the Item); and (i)
TeleCheck will initiate a funds transfer for Company's Unauthorized Return Fee is a fee applicable to any Item that is
transactions that were processed under this Agreement; less any dishonored, returned, reversed, or otherwise not paid by the
amounts due from Company for fees, refunds, adjustments or its Consumer's financial institution for the reason that such Item is
other obligations. TeleCheck will typically credit Company's unauthorized by the Consumer.
settlement funds to its Settlement Account within 2 banking days 6.2 Early Termination Fee. TeleCheck will suffer substantial injury,
once the transactions are finally submitted to TeleCheck for for which it would be difficult to determine damages, if Company
settlement processing. breaches this Agreement or terminates it early in violation of the
3.3 TeleCheck may recover amounts associated with any Agreement's terms. TeleCheck may recover damages equal to
adjustments for an Item that are made to the Settlement Account 90% of the aggregate Monthly Minimum Fees and Monthly
at Company's request or due to its error. TeleCheck may also Processing Fees that are payable for the unexpired portion of the
recover amounts associated with any fees that a consumer paid then-current Term as an accurate reflection of these damages
to its financial institution because of these adjustments. and realistic pre-estimate of TeleCheck's losses caused by an
3.4 Company must promptly notify TeleCheck if it fails to receive any early termination of this Agreement.
settlement funds or if there are any changes to the Settlement 7 Reserve
Account. Transfer of settlement funds may be delayed or 7.1 TeleCheck may require Company to fund a cash reserve
misdirected if Company provides inaccurate information about, (Reserve) in an amount that reflects TeleCheck's assessment of
or fails to notify TeleCheck of changes to, the Settlement risk, as it may determine in its discretion from time-to- time. The
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 Reserve is a payment obligation of TeleCheck, established by 11.3 Suspension. TeleCheck may suspend its Services or
holding back transaction proceeds or debiting the Settlement settlement of any funds under this Agreement if it determines
Account in order to potentially offset any obligations that that questionable activity occurs with respect to Company's
Company may have to TeleCheck. The Reserve is not a payment transactions (including, without limitation, if there are
segregated fund that Company may claim to own. TeleCheck is excessive Return Items associated with Company's Items,
obligated to pay to Company any amounts remaining from the Company breaches the Nacha Rules, or if required by
Reserve after all other then-current and contingent liabilities or applicable laws. TeleCheck may also suspend or terminate its
obligations related to Company's payment transactions have Services if requested by its Originating Financial Depositary
expired. Institution.
7.2 The obligations due to Company from the Reserve will not 12 Confidential Information
accrue interest unless required by applicable Laws. 12.1 Confidentiality. Neither party will disclose non-public
7.3 TeleCheck will notify Company if a Reserve is established information about the other party's business (including, without
(including its amount) or if the amount of the Reserve is limitation, the terms of this Agreement, technical
modified. specifications, customer lists, or information relating to a
7.4 TeleCheck may set off any obligations that Company owes to party's operational, strategic, or financial matters) (together,
TeleCheck from the Reserve. Confidential Information). Confidential Information does not
include information that: (1) is or subsequently becomes
7.5 Although Company acknowledges that the Reserve is a general publicly available (through no fault of the recipient); (2) the
obligation of TeleCheck, and not a specifically identifiable fund, if recipient lawfully possesses before its disclosure; (3) is
any person claims that the Reserve is an asset of Company that independently developed without reliance on the discloser's
is held by TeleCheck, Company grants and acknowledges that Confidential Information; or (4) is received from a third party
TeleCheck has a security interest in the Reserve and, at that is not obligated to keep it confidential. Each party will
TeleCheck’s request, will provide documentation to reflect this implement and maintain reasonable safeguards to protect the
security interest. other party's Confidential Information.
8 Setoff and Priority 12.2 Disclosure. The recipient may disclose the other party's
All funds that TeleCheck owes to Company under this Agreement are Confidential Information: (1) to its directors, officers,
subject to Company's payment obligations under this Agreement. personnel, and representatives (including those of its
TeleCheck may setoff or recoup amounts Company owes to subsidiaries, affiliates, subcontractors or vendors) that need to
TeleCheck against any funds that TeleCheck owes to Company. know it in connection with the recipient's performance under
9 Statements, Reporting this Agreement, and are bound by confidentiality obligations
materially similar to those required under this Agreement; and
TeleCheck will provide Company with statements or electronic (2) in response to a subpoena, court order, or as required
reporting (together, Statements) reflecting the fees, settlement under applicable Laws or Nacha Rules.
amounts, and other information related to the Services. Company
must review the Statements and inform TeleCheck of any errors within 13 Data Use; Security
60 days following the date that the error was, or should have been, 13.1 Data Use. TeleCheck owns all right, title and interest in the
reported; provided, Company must report settlement or funding errors data it obtains from providing the Services to Company.
to TeleCheck within 30 days (reporting errors will enable TeleCheck to 13.2 Data Security. Company will implement commercially
recover amounts or prevent them from continuing). TeleCheck will reasonable practices, including administrative, physical and
have no obligation to provide refunds for errors that Company reports technical safeguards, that are designed to: (a) maintain the
more than 60 days or 30 days (as applicable) after the errors were, or security and confidentiality of Consumer Information, (b)
should have been, reported. Company and TeleCheck will work protect against reasonably anticipated threats to the security
together to resolve issues or disputes that arise in connection with the or integrity of Consumer Information, and (c) protect against
Statements, or the funds credited or debited to the Settlement unauthorized access to or use of Consumer Information that
Account. could result in substantial harm or inconvenience to the
10 Term consumer. Consumer Information is customer information
This Agreement begins on the earlier of the dates when Company Company receives in connection with any transaction
signs its TeleCheck Services Application and Agreement, submits its contemplated by this Agreement.
first Item for processing under this Agreement, or when Company 14 License to Marks
downloads the App (this date, the Effective Date). The length of this TeleCheck grants Company a limited, non-exclusive, non-
Agreement's initial term is designated in the TeleCheck Services transferrable, non-sublicensable, royalty-free license to use the
Application and Agreement (Initial Term). This Agreement will trademarks, service marks and logos (together, Marks) that
automatically renew for successive one-year periods (each, a TeleCheck provides to Company during the Term of this Agreement.
Renewal Term), unless TeleCheck or Company provides the other Company (a) may use the Marks only in the United States; (b) may
with at least 30 days' written notice of non-renewal at the end of the use the Marks only in connection with its use of the Services; (c) will
Initial Term. The Initial Term together with any Renewal Term(s) is the follow the branding guidelines that TeleCheck provides or makes
Term of this Agreement. available from time-to-time; and (d) will not use materials containing
11 Termination; Modification; Suspension the Marks without TeleCheck's prior written permission. Company will
11.1 General Termination. Either Company or TeleCheck may not otherwise distribute, lease, sublicense, sell, modify, copy or create
terminate this Agreement by giving 30 days' advance notice if derivative works from the Marks. TeleCheck reserves to itself all right,
the other materially breaches this Agreement and fails to title, interest or license (express or implied) to the Marks that are not
remedy the breach within 30 days of receiving notice of it. specifically granted to Company under this Agreement; and may
TeleCheck may terminate this Agreement upon written notice suspend or terminate this license upon written notice to Company.
to Company for any reason (with or without cause) during its 15 Indemnification
Term. If the Services are delivered through TeleCheck's App, Company will indemnify, defend, and hold TeleCheck harmless for all
Company may terminate this Agreement for any reason (with losses, damages, costs, or expenses (including reasonable attorney's
or without cause) during its Term by uninstalling the App. fees) claimed against it by third parties, which arise from Company's
11.2 Modification. TeleCheck may modify this Agreement's terms gross negligence, willful misconduct, or breach under this Agreement.
(including, without limitation, its fees) upon 30 days' notice to 16 Exclusion of Damages
Company, during which notice period Company may terminate
this Agreement by providing written notice of termination to TeleCheck will not be liable for lost profits, revenue, or business
TeleCheck. Company's continued use of the Services after the opportunities, nor any exemplary, punitive, special, indirect, incidental,
30 day period contained in a notice of modification from or consequential damages (whether direct or indirect); regardless of
TeleCheck will constitute Company's acceptance of the new whether these damages were foreseeable or TeleCheck was advised
terms. they were possible.

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17 Limitations of Liability obligations under this Agreement. Company acknowledges
TeleCheck's aggregate liability for any losses, damages, costs, or that it is the Originator under the Nacha Rules with respect to
expenses (including reasonable attorneys’ fees) arising from any its transactions and agrees to comply with its obligations as an
cause (regardless of the form of action or legal theory) in connection Originator. Company certifies that it has a legitimate business
with this Agreement will be limited to the lesser of (1) $50,000, or (2) need, in connection with business transactions initiated by
the total fees paid to TeleCheck under this Agreement during the 12 consumers, for the information provided by TeleCheck. Client
months preceding the event giving rise to such liability. certifies that the information provided by TeleCheck will only
be used for permissible purposes under the Fair Credit
18 Notices Reporting Act, will not be used for employment purposes, and
Written notices (other than normal operations) required under this will not be used by Client for any purpose other than one
Agreement will be sent by certified mail or national courier (with transaction between Client and a consumer. Client and its
tracking and delivery confirmation). TeleCheck may also provide agents or employees shall not disclose the results of any
written notices required under this Agreement by regular mail. Notices inquiry made to TeleCheck except to the consumer about
will be effective upon receipt. Notices to Company will be sent to the whom such inquiry is made. If Client rejects any item(in whole
address it provides on the TeleCheck Service Application and or in part) because of the information obtained from
Agreement. Notices to TeleCheck will be sent to: TeleCheck Services, TeleCheck, Client shall provide to consumers all information
LLC, 1600 Terrell Mill Road, Marietta, GA 30067; with copies to required by applicable Laws.
TeleCheck Services, LLC, 4000 NW 120th Avenue, MS/CON-SMB, 21.2 Choice of Law; Waiver of Jury Trial. This Agreement will be
Coral Springs, FL 33065, Attention: Legal Dept. and governed by New York law (without regard to its choice of law
legalpapers@fiserv.com. provisions). The courts of New York, New York will be the
19 Third Party Beneficiaries proper venue for legal proceedings brought in connection with
There are no third party beneficiaries to this Agreement other than this Agreement. TeleCheck and Company each waive their
TeleCheck's subsidiaries and affiliates involved in providing the right to a jury trial for claims arising in connection with this
Services to Company. Each party is responsible for the performance Agreement.
of any third parties it uses in connection with the Services, and their 22 Entire Agreement, Amendment, Counterparts
compliance with the terms of this Agreement. TeleCheck is not The defined term Agreement includes its schedules, addenda, and
responsible or liable to Company for any errors or breaches of this any amendments (capitalized terms used in the schedules, addenda,
Agreement that occur because of Company's third party providers or amendments without definition will have the meanings given to
(e.g., without limitation, issues that arise from ACH network them in this Agreement). This Agreement is the entire agreement
participants, or if Company uses third party providers or applications between the parties and replaces any prior agreements or
to capture electronic images of Items to submit to TeleCheck). understandings (written or oral) with respect to its subject matter.
TeleCheck may audit Company's compliance with this Agreement Except as set forth in Section 11.2, modifications to this Agreement
upon reasonable notice, during normal business hours, and at must be in writing, executed by the parties. This Agreement and any
TeleCheck's expense; and as required by the Nacha Rules. amendments may be executed electronically and in counterparts,
TeleCheck's Originating Depository Financial Institution may also each of which constitutes one agreement when taken together.
audit Company's compliance with this Agreement and the Nacha Electronic and other copies of the executed Agreement are valid.
Rules.
23 Assignment
20 Waivers
Company may not assign this Agreement without TeleCheck's written
A party's delay or failure to exercise any of its rights under this consent. TeleCheck may assign this Agreement upon notice to
Agreement will not be a waiver of those rights. Company. This Agreement will be enforceable against a party's
21 Compliance with Law, Choice of Law, Waiver of Jury Trial permitted successors or assigns. This Agreement may not be
21.1 Compliance with Law. The parties will comply with all laws, continued, assumed, or assigned in the event of a bankruptcy or other
regulations, and rules (including ACH's network rules, insolvency event without consent from the non-bankrupt or insolvent
requirements, and standards; the Nacha Rules) (together parties.
Laws) that are applicable to their respective performance

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 Part 4: Additional Important Information For Cards

A.1. Electronic Funding Authorization The parties further agree and acknowledge that, in addition to any
All payments to Client shall be through the Automated Clearing House remedies contained herein or otherwise available under applicable law
(ACH) and shall normally be electronically transmitted directly to the and, if (a) Client breaches this Agreement by improperly terminating it prior
Settlement Account you have designated or any successor account to the expiration of the initial term of the Agreement, or (b) this Agreement
designated to receive provisional funding of Client's Card sales pursuant to is terminated prior to the expiration of the initial term of the Agreement due
the Agreement. Client agrees that any Settlement Account designated to an Event of Default, then Servicers will suffer a substantial injury that is
pursuant to the preceding sentence will be an account primarily used for difficult or impossible to accurately estimate. Accordingly, the parties have
business purposes. Neither Wells Fargo Bank, N.A. nor Processor can agreed that the amount described below is a reasonable pre-estimate of
guarantee the time frame in which payment may be credited by Client's Servicers' probable loss.
financial institution where the Settlement Account is maintained. In the event that Client terminates this Agreement within 3 years from the
Client hereby authorizes Wells Fargo Bank, N.A. and its authorized date of approval by Processor and Wells Fargo Bank, N.A. or this
representative, including Processor, to access information from the Agreement is terminated by Servicers within 3 years from the date of
Settlement Account and to initiate credit and /or debit entries by bank wire approval due to an Event of Default, Client will be charged a fee for such
or ACH transfer and to authorize your financial institution to block or to early termination, if so indicated on the Application on the Service Fee
initiate, if necessary, reversing entries and adjustments for any original Schedule and as allowable under applicable laws.
entries made to the Settlement Account and to authorize your financial Client's obligation with respect to the Monthly Minimum Processing Fee will
institution to provide such access and to credit and/or debit or to block the end simultaneously with First Data Merchant Services' receipt of
same to such account. This authorization is without respect to the source Termination Fee.
of any funds in the Settlement Account, is irrevocable and coupled with an A.4. 6050W of the Internal Revenue Code
interest. This authority extends to any equipment rental or purchase
agreements which may exist with Client as well as to any fees, fines and Pursuant to Section 6050W of the Internal Revenue Code, merchant
assessments and Chargeback amounts of whatever kind or nature due to acquiring entities and third party settlement organizations are required to
Processor or Wells Fargo Bank, N.A. under terms of this Agreement file an information return for each calendar year reporting all payment card
whether arising during or after termination of the Agreement. This authority transactions and third party network transactions with payees occurring in
is to remain in full force and effect at all times unless and until Processor that calendar year. Accordingly, you will receive a Form 1099-K reporting
and Wells Fargo Bank, N.A. have consented to its termination at such time your gross transaction amounts for each calendar year. Your gross
and in such a manner as to afford them a reasonable opportunity to act on transaction amount refers to the gross dollar amount of the card
it. In addition, Client shall be charged for each ACH which cannot be transactions processed through your merchant account with us. In addition,
processed, and all subsequent funding may be suspended until Client amounts reportable under Section 6050W are subject to backup
either (1) notifies Processor that ACH's can be processed or (2) a new withholding requirements. Payors will be required to perform backup
electronic funding agreement is signed by Client. Client's Settlement withholding by deducting and withholding income tax from reportable
Account must be able to process or accept electronic transfers via ACH. transactions if (a) the payee fails to provide the payee's taxpayer
identification number (TIN) to the payor, or (b) if the IRS notifies the payor
A.2. Funding Acknowledgement that the TIN (when matched with the name) provided by the payee is
Automated Clearing House (ACH). Your funds for Mastercard, Visa, incorrect. Accordingly, to avoid backup withholding, it is very important that
Discover Network, PayPal, and American Express transactions will you provide us with the correct name and TIN that you use when filing your
ordinarily be processed and transferred to your financial institution within 2 tax return that includes the transactions for your business.
Business Days from the time a batch is received by Processor if your A.5. Addresses For Notices
financial institution is the Bank. If your financial institution is not the Bank,
your Mastercard, Visa, Discover Network, PayPal, and American Express Processor:
transactions will ordinarily be processed via the Federal Reserve within 2 Paysafe Payment Processing Important Phone Numbers:
Business Days from the time a batch is received by Processor. The Solutions, LLC dba Petroleum (see also Sections 9 and 16)
Federal Reserve will transfer such amounts to your financial institution. Card Services
A.3. Additional Fees and Early Termination 2243 Park Place Customer Service
If Client's Mastercard, Visa, Discover Network, PayPal, and American Suite C 1-866-427-7297
Express transaction(s) fail to qualify for the discount level contemplated in Minden, NV 89423
the rates set forth in the Application, Client will be billed the fee indicated in
the Mid-Qualified Discount field or Non-Qualified Discount field. If you are
utilizing the Enhanced Billback Discount option, the Client will be charged Bank:
the Enhanced Billback Rate on the volume of said transaction that failed to Wells Fargo Bank, N.A.
qualify, in addition to the difference between the Mastercard/Visa/ Discover P.O. Box 6079
Network/PayPal, and American Express Qualified Rate agreed to on the Concord, CA 94524
Service Fee Schedule and the actual interchange rate assessed to the 1-844-284-6834
downgraded transaction.
(a) Any increases or decreases in the interchange and/or assessment
portion of the fees;
(b) The appropriate interchange level as is consistent with the qualifying
criteria of each transaction submitted by Client;
(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.
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 Express volume.
A Monthly Minimum Processing Fee will be assessed immediately after the
date Client's Application is approved. (Refer to Service Fee Schedule, if
applicable.)
In addition to the PIN Debit Card transaction fees set forth on the
Application, Client shall be responsible for the amount of any fees imposed
upon a transaction by the applicable debit network.
Page 54 of 54
N_WF_W_2508
PCS2508