Services

Program
Terms and
Conditions
(Program Guide)
 PREFACE

Thank you for selecting us for your payment processing needs. Accepting numerous payment options provides a convenience to your
customers, increases your customers’ ability to make purchases at your establishment, and helps speed payment to your account.
Your Merchant Processing Application will indicate the types of payments and Services you have elected to accept. These Program Terms
and Conditions (“the Program Guide”) presents terms governing the acceptance of Visa®, MasterCard® and Discover® Network Credit Card
and Non-PIN Debit Card payments and American Express® Card transactions and applicable to Non-Bank Services.
This Program Guide, your Merchant Processing Application and the schedules thereto (collectively, the “Agreement”), contains
the terms and conditions under which Processor and/or Bank and/or other third parties, will provide services. We will not accept
any alterations or strike-outs to the Agreement and, if made, any such alterations or strike-outs shall not apply. Please read this
Program Guide completely.
You acknowledge that certain Services referenced in the Agreement may not be available to you.

IMPORTANT INFORMATION ABOUT BANK’S RESPONSIBILITIES:

Discover Network Card Transactions, American Express Card Transactions and other Non-Bank Services are not provided to you
by Bank, but are provided by Processor and/or third parties.
The provisions of this Agreement regarding Discover Network Card Transactions, American Express Card Transactions and other
Non-Bank Services constitute an agreement solely between you and Processor and/or third parties. Bank is not a party to this
Agreement insofar as it relates to Discover Network Card Transactions, American Express Card Transactions and other Non-Bank
Services, and Bank is not responsible, and shall have no liability, to you in any way with respect to Discover Network Card
Transactions, American Express Card Transactions and Non-Bank Services.

OTHER IMPORTANT INFORMATION:

Cards present risks of loss and non-payment that are different than those with other payment systems. In deciding to accept Cards, you
should be aware that you are also accepting these risks.
Visa U.S.A., Inc. (“Visa”) MasterCard Worldwide (“MasterCard”), DFS Services LLC (“Discover Network”), and American Express
Company, Inc. (“American Express”) are payment card networks that electronically exchange Sales Drafts and Chargebacks for Card sales
and Credits. Sales Drafts are electronically transferred from banks (in the case of MasterCard and Visa transactions) or network acquirers
(in the case of Discover Network transactions) that acquire them from merchants such as yourself through the appropriate Card Organization,
to the Issuers. These Issuers then bill their Cardholders for the transactions. The Card Organizations charge the Acquirers interchange fees,
pricing and/or assessments for submitting transactions into their systems. A substantial portion of the Discount Rate or Transaction Fees
that you pay will go toward these interchange fees, pricing and assessments.
In order to speed up the payment process, the Issuer transfers the funds back through the Card Organization to the Acquirer at approximately
the same time that the Issuer receives the electronic Sales Drafts. Even though the payments under this system are made simultaneously,
all payments made through the Card Organizations are conditional and subject to reversals and adjustments.
Each Card Organization has developed Card Organization Rules that govern their Acquirers and Issuers and the procedures, responsibilities
and allocation of risk for this process. Merchants are also bound by Card Organization Rules and applicable laws and regulations. The Card
Organization Rules and applicable laws and regulations give Cardholders and Issuers certain rights to dispute transactions, long after
payment has been made to the merchant, including Chargeback rights.
We do not decide what transactions are charged back and we do not control the ultimate resolution of the Chargeback. While we can attempt
to reverse a Chargeback to the Issuer, we can only do so if the Issuer agrees to accept it or the Card Organization requires the Issuer to do
so after a formal appeal process. Sometimes, your customer may be able to successfully charge back a Card transaction even though you
have provided your goods or services and are otherwise legally entitled to payment from your customer. While you may still be able to pursue
claims directly against that customer, neither we nor the Issuer will be responsible for such transactions.
You will be responsible for all Chargebacks and adjustments associated with the transactions that you submit for processing. Please refer to
the Glossary for certain capitalized terms used in the Agreement, including this Preface (if not defined above). Capitalized terms not otherwise
defined in the Agreement may be found in the Card Organization Rules.

TSYS0119001
 PART I: CONFIRMATION PAGE
PROCESSOR Name: Cayan LLC
INFORMATION: Address: 1 Federal Street, 2nd Floor, Boston, MA 02110
URL: Customer Service #: 1-800-941-6557

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. 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 certain reduced interchange rates imposed by MasterCard, Visa and Discover. Any transactions
that fail to qualify for these reduced rates will be charged an additional fee (see Section 19 of the Program Guide).
2. We may debit your bank account (also referred to as your Settlement Account) from time to time for amounts owed to us under the Agreement.
3. There are many reasons why a Chargeback may occur. When they occur we will debit your settlement funds or Settlement Account. For a more detailed
discussion regarding Chargebacks see Section 10 of Card Processing Operating Guide.
4. If you dispute any charge or funding, you must notify us within 60 days of the date of the statement where the charge or funding appears for Card Processing.
5. The Agreement limits our liability to you. For a detailed description of the limitation of liability see Section 21, 28.7, 31.3, and 33.10 of the Card General Terms.
6. We have assumed certain risks by agreeing to provide you with Card processing or check services. Accordingly, we may take certain actions to mitigate our risk,
including termination of the Agreement, and/or hold monies otherwise payable to you (see Card Processing General Terms in Section 24, Term; Events of Default
and Section 25, Reserve Account; Security Interest), under certain circumstances.
7. By executing this Agreement with us you are authorizing us and our Affiliates to obtain financial and credit information regarding your business and the signers
and guarantors of the Agreement until all your obligations to us and our Affiliates are satisfied.
8. The Agreement contains a provision that in the event you terminate the Agreement prior to the expiration of your initial three (3) year term, you will be responsible
for the payment of an early termination fee as set forth in Part III, A.3 under “Additional Fee Information”.

9. Card Organization Disclosure

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

Print Client’s Business Legal Name:__________________________________________________________________________________________________

By its signature below, Client acknowledges that it has received (either in person, by facsimile, or by electronic transmission) the Merchant Processing Application, Program
Terms and Conditions [version TSYS0119001] consisting of 39 pages [including this Confirmation Page].

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.

Client understands that a copy of the Program Guide is also available for downloading from the Internet at: https://www.tsys.com/documents

NO ALTERATIONS OR STRIKE-OUTS TO THE PROGRAM TERMS AND CONDITIONS WILL BE ACCEPTED.

Client’s Business Principal:

Signature (Please sign below):

X____________________________________________________________ Title _____________________________________________ Date____________

Print Name ____________________________________________________

TSYS0119001
 PART I: CONFIRMATION PAGE
PROCESSOR Name: Cayan LLC
INFORMATION: Address: 1 Federal Street, 2nd Floor, Boston, MA 02110
URL: Customer Service #: 1-800-941-6557

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. The following information summarizes portions of your
Agreement in order to assist you in answering some of the questions we are most commonly asked.

10. Your Discount Rates are assessed on transactions that qualify for certain reduced interchange rates imposed by MasterCard, Visa and Discover. Any
transactions that fail to qualify for these reduced rates will be charged an additional fee (see Section 19 of the Program Guide).
11. We may debit your bank account (also referred to as your Settlement Account) from time to time for amounts owed to us under the Agreement.
12. There are many reasons why a Chargeback may occur. When they occur we will debit your settlement funds or Settlement Account. For a more detailed
discussion regarding Chargebacks see Section 10 of Card Processing Operating Guide.
13. If you dispute any charge or funding, you must notify us within 60 days of the date of the statement where the charge or funding appears for Card Processing.
14. The Agreement limits our liability to you. For a detailed description of the limitation of liability see Section 21, 28.7, 31.3, and 33.10 of the Card General
Terms.
15. We have assumed certain risks by agreeing to provide you with Card processing or check services. Accordingly, we may take certain actions to mitigate our
risk, including termination of the Agreement, and/or hold monies otherwise payable to you (see Card Processing General Terms in Section 24, Term; Events of
Default and Section 25, Reserve Account; Security Interest), under certain circumstances.
16. By executing this Agreement with us you are authorizing us and our Affiliates to obtain financial and credit information regarding your business and the
signers and guarantors of the Agreement until all your obligations to us and our Affiliates are satisfied.
17. The Agreement contains a provision that in the event you terminate the Agreement prior to the expiration of your initial three (3) year term, you will be
responsible for the payment of an early termination fee as set forth in Part III, A.3 under “Additional Fee Information”.

18. Card Organization Disclosure

Visa and MasterCard Member Bank Information: Wells Fargo Bank N.A.
The Bank’s mailing address is PO Box 6079, Concord, CA 94524, and its phone number is (844) 284-6834.
Important Member Bank Responsibilities:
g) The Bank is the only entity approved to extend acceptance of Visa and MasterCard products directly to a merchant.
h) The Bank must be a principal (signer) to the Agreement.
i) The Bank is responsible for educating merchants on pertinent Visa and MasterCard rules with which merchants must comply; but this information may
be provided to you by Processor.
j) The Bank is responsible for and must provide settlement funds to the merchant.
k) The Bank is responsible for all funds held in reserve that are derived from settlement.
l) The Bank is the ultimate authority should a merchant have any problems with Visa or MasterCard products (however, Processor also will assist you
with any such problems).
Important Merchant Responsibilities:
h) Ensure compliance with Cardholder data security and storage requirements.
i) Maintain fraud and Chargebacks below Card Organization thresholds.
j) Review and understand the terms of the Merchant Agreement.
k) Comply with Card Organization Rules and applicable law and regulations.
l) Retain a signed copy of this Disclosure Page.
m) You may download “Visa Regulations” from Visa’s website at: http://usa.visa.com/merchants/operations/op_regulations.html
n) You may download “MasterCard Regulations” from MasterCard’s website at: http://www.mastercard.com/us/merchant/support/rules.html

Print Client’s Business Legal Name:__________________________________________________________________________________________________

By its signature below, Client acknowledges that it has received (either in person, by facsimile, or by electronic transmission) the Merchant Processing Application, Program
Terms and Conditions [version TSYS0119001] consisting of 39 pages [including this Confirmation Page].

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.

Client understands that a copy of the Program Guide is also available for downloading from the Internet at: https://www.tsys.com/documents

NO ALTERATIONS OR STRIKE-OUTS TO THE PROGRAM TERMS AND CONDITIONS WILL BE ACCEPTED.

Client’s Business Principal:

Signature (Please sign below):

X____________________________________________________________ Title _____________________________________________ Date____________

Print Name ____________________________________________________

TSYS0119001
 TABLE OF CONTENTS

PART I: Confirmation Page

11.3. Change in Company DBA Name, Address or
Duplicate Confirmation Page
Telephone/Facsimile Number.............................................................19
PART II: Card Services 11.4. Other Changes in Merchant Profile ....................................................19
11.5. Charges for Changes to Account Maintenance ................................... 19
A. Operating Procedures 12. Card Organization Monitoring .........................................................19
1. MasterCard, Visa, Discover Network and American Express 13. Supplies ...........................................................................................19
Card Acceptance ............................................................................... 6 14. Special Provisions for American Express
1.1. Card Descriptions ................................................................................ 6 14.1 Card Acceptance ...............................................................................19
1.2. Effective/Expiration Dates.................................................................... 7 14.2 Arbitration Agreement for Claims Involving American Express ............ 19
1.3. Valid Signature .................................................................................... 7 14.3 Treatment of the American Express Brand .........................................20
1.4. Users Other Than Cardholders ............................................................ 7 14.4 Prohibited Uses of the American Express Card .................................. 20
1.5. Special Terms ..................................................................................... 7
14.5 American Express Transaction Data ..................................................20
1.6. Delayed Delivery or Deposit Balance ................................................... 7
14.6 Treatment of American Express Cardholder Information..................... 20
1.7. Recurring Transaction and Preauthorized Order Regulations ............... 8
14.7 Disclosure and Use of Data Collected Under Agreement .................... 20
1.8. Certain Rules and Requirements ......................................................... 8
14.7.1 Consent for American Express to Contact You by.................... 20
1.9. Card Acceptance ................................................................................. 9
Phone, eMail, Text or Facsimile. ........................................................20
1.10. Deposits of Principals .......................................................................... 9
14.8 Conversion to a Direct Relationship with American Express ............... 21
1.11. Merchants in the Lodging Industry ....................................................... 9
14.9 No Assignment of Payments ..............................................................21
1.12. Customer Activated Terminals and Self-Service Terminals .................. 9
14.10 Third Party Beneficiary Rights ............................................................21
1.13. Displays and Advertising ..................................................................... 9
14.11 Your Right to Opt Out of American Express Card Acceptance ............ 21
1.14. Cash Payments by and Cash Disbursements to Cardholders............. 10
14.12 Collections from American Express Cardholder .................................. 21
1.15. Discover Network Cash Over Transactions ........................................ 10
14.13 Completing a Transaction at the Point of Sale ....................................21
1.16. Telecommunication Transactions ...................................................... 10
14.14 In Person Charges .............................................................................21
2. Suspect Transactions ..................................................................... 10
14.15 Electronic Charges or Key Entered Charges ......................................21
3. Completion of Sales Drafts and Credit Drafts ................................ 10
14.16 Magnetic Stripe Card Charges ...........................................................21
3.1. Information Required ......................................................................... 10
3.2. Mail/Telephone/Internet (Ecommerce) and Other 14.17 American Express Mobile Contactless Charges ................................. 21
Card Not Present Sales ..................................................................... 11 14.18 American Express Contact Chip Charges...........................................21
3.3. Customer Service Telephone Numbers for Cards Other Than 14.19 American Express Contactless Chip Charges ....................................21
MasterCard, Visa and Discover Network............................................ 12 14.20 American Express Key-Entered Charges ...........................................21
4. Data Security ................................................................................... 12 14.21 Keyed No Imprint for American Express Charges ............................... 21
4.1. Payment Card Industry Data Security Standards (PCI DSS) .............. 12 14.22 Merchant Website Information Display Guidelines .............................. 21
4.2. Data Security Requirements .............................................................. 13 14.23 Aggregated Charges ..........................................................................22
4.3. Compliance Audits ............................................................................ 13 14.24 American Express Prepaid Card Security Features ............................ 22
4.4. Immediate Notice Required ............................................................... 13 14.25 American Express Processing Prepaid Cards ....................................22
4.5. Investigation ...................................................................................... 13 14.26 American Express Policies and Procedures for Specific Industries ..... 22
4.6. Required Information for Discover Network Security Breaches........... 13 14.27. American Express Excessive Disputes ..............................................23
4.7. Merchant Providers ........................................................................... 13 14.28 American Express Right to Modify or Terminate Agreement ............... 23
4.8. Noncompliance Fees ......................................................................... 13
4.9. Costs 14 B. Card General Terms
5. Authorizations ................................................................................. 13 15. Services............................................................................................24
5.1. Card Not Present Transactions .......................................................... 14 16. Operating Procedures; Card Organization Rules and Compliance
5.2. Authorization via Telephone 25
(Other Than Terminal/Electronic Device Users) ................................. 14 17. Settlement of Card Transactions ....................................................24
5.3. Authorization via Electronic Devices .................................................. 14 18. Exclusivity ........................................................................................24
5.4. Third Party Authorization System....................................................... 14 19. Fees; Adjustments; Collection of Amounts Due ............................ 24
5.5. Automated Dispensing Machines....................................................... 14 20. Chargebacks ....................................................................................25
5.6. Pre-Authorization for T&E (Travel & Entertainment) and 21. Representations; Warranties; Covenants; Limitations on Liability;
Restaurant Merchants ....................................................................... 14 Exclusion of Consequential Damages ............................................25
5.7. Discover Network Procedure for Request for Cancellation 22. Confidentiality ..................................................................................25
of Authorization ................................................................................. 15
23. Assignments ....................................................................................26
5.8. Partial Authorization and Authorization Reversal................................ 15
24. Term; Events of Default ...................................................................26
6. Submission/ Deposit of Sales Drafts and Credit Drafts................. 15
25. Reserve Account; Security Interest ................................................27
6.1. Submission of Sales for Merchants Other Than Your Business .......... 15
26. Financial and Other Information .....................................................27
6.2. Timeliness ......................................................................................... 15
27. Indemnification ................................................................................27
6.3. Mail/Branch Deposit Procedures........................................................ 15
28. Special Provisions Regarding Non-Bank Cards ............................. 28
6.4. Electronic Merchants: Daily Batching Requirements &
29. Special Provisions for Debit Card ...................................................29
Media Submission ............................................................................. 15
30. Special Provisions Regarding EBT Transactions .......................... 29
7. Settlement........................................................................................ 15
31. Special Provisions Regarding Wireless Services .......................... 31
8. Refunds/ Exchanges (Credits) ........................................................ 16
32. Special Provisions Regarding TransArmor Services ..................... 32
8.1. Refunds ............................................................................................ 16
33. Special Provisions Regarding Global Gateway E4 Services ......... 33
8.2. Exchanges ........................................................................................ 16
34. Choice of Law; Venue; Waiver of Jury Trial ................................... 35
9. Retention of Records for Retrievals and Chargebacks ................. 16
35. Other Terms .....................................................................................35
9.1. Retain Legible Copies ....................................................................... 16
36. Glossary ...........................................................................................35
9.2. Provide Sales and Credit Drafts ......................................................... 16
10. Chargebacks, Retrievals and Other Debits .................................... 16
10.1. Chargebacks ..................................................................................... 16 PART III: Additional Important Information Page
10.2. Summary (Deposit) Adjustments/Electronic Rejects........................... 19 For Card Processing
10.3. Disputing Other Debits and Summary Adjustments ............................ 19 A.1. Electronic Funding Authorization ........................................................38
11. Account Maintenance ..................................................................... 19 A.2. Funding Acknowledgement ................................................................38
11.1. Change of Settlement Account Number ............................................. 19 A.3. Additional Fees, Fee Related Information and Early Termination ........ 38
11.2. Change in Your Legal Name or Structure .......................................... 19 A.4. 6050W of the Internal Revenue Code.................................................39
A.5. Addresses For Notices .......................................................................39

TSYS0119001
 PART II: CARD SERVICES
• The “Valid Thru” date may be embossed or unembossed and will appear on either the
A. OPERATING PROCEDURES
front or back of a Card in mm/yy format that indicates the last month in which the Card
This part of the Program Guide (through Section 14) describes the procedures and is valid.
methods for submitting Credit Card transactions for payment, obtaining
• The words “DISCOVER” or “DISCOVER NETWORK” appears on the front of the Card
authorizations, responding to Chargebacks and Media Retrieval Requests, and other aspects
under an ultraviolet light.
of the operations of our services.
• The signature panel displays the words “DISCOVER” or “DISCOVER NETWORK” and
Processor is a full-service financial transaction processor dedicated, among other processing may vary in size. Cards may contain a panel that includes an ultraviolet image of the
services, to facilitating the passage of your Sales Drafts back to the thousands of institutions word “DISCOVER.” An underprint of “void” on the signature panel becomes visible if
who issue the MasterCard®, Visa® and Discover® Network Cards carried by your customers, erasure of the signature is attempted.
as well as to the independent Issuers of American Express® and Optima®. The Operating
• The last four digits of the Card Number may be displayed on the back of the Card and
Procedures contained in this part seek to provide you with the principles for a sound Card
are commonly printed in reverse indent printing on the signature panel.
program; however, you should consult the Card Organization Rules for complete
information and to ensure full compliance with them. They are designed to help you • On embossed Cards, a security character, displayed as an embossed stylized “D” appears
on the front of the Card.
decrease your Chargeback liability and train your employees. (In the event we provide
authorization, processing or settlement of transactions involving Cards other than • The 3-digit CID is printed on the back of the Card in a separate box to the right of the
MasterCard, Visa, Discover Network and American Express, you should also consult those signature panel.
independent Issuers’ proprietary rules and regulations.) NOTE: Valid Cards may not always be rectangular in shape (e.g., Discover 2GO Cards).
The requirements set forth in these Operating Procedures will apply unless prohibited by Certain valid unembossed Cards or Contactless Payment Devices approved by us for use in
law. You are responsible for following any additional or conflicting requirements imposed accessing Card Accounts (e.g., contactless stickers, key fobs, and Mobile Commerce
by your state or local jurisdiction. Devices) and to conduct Contactless Card Transactions may not display the same features
described above. Card expiration date and other features listed above are not displayed on
1 . MasterCard, Visa, Discover Network and American such Contactless Payment Devices.
Express Card Acceptance NOTE: For unembossed Cards used to conduct a Card Present Card Sales, Merchants must
obtain an Authorization Response electronically using a POS Device. A Card Sale involving
1.1. Card Descriptions. At the point of sale, the Card must be carefully examined to
an unembossed Card may be subject to Dispute if the Merchant “key enters” Card
determine whether it is a legitimate and valid Card and not visibly altered or mutilated.
information into a POS Device and does not use the electronic Authorization procedures.
The name of the Card (e.g., Visa, MasterCard, Discover Network or American Express)
should appear in bold letters on the Card. For all MasterCard and Visa Cards and for some Diners Club International:
Discover Network Cards, the Issuer (e.g., XYZ Bank, etc.) should also appear in bold letters • A Diners Club International Acceptance Mark in upper left corner.
on the Card. The following is a description of the authorized Visa, MasterCard, Discover • Two-character alphanumeric code printed in the lower right corner
Network and American Express Card designs: • Embossed 14 – digit Account Number (begins with 36)
Visa: Visa Cards have the Visa symbol on the right-hand side of the Card. Above the Visa • Embossed digits on the card must be clear and uniform in size and spacing within
symbol is the 3-dimensional hologram of the Visa Dove design. The expiration date must be groupings.
followed by one space and may contain the symbol “V.” Visa Cards contain a 16-digit account • Embossed expiration data appears in mm/yy format and indicates the last month in which
number embossed across the middle of the Cards and the first digit is always a four (4). In the Card is valid.
addition, Visa Cards have the first four digits of the account number printed directly below NOTE: Some valid Cards bearing a Diners Club International Acceptance Mark display a
the embossed number. You must always check these numbers carefully to ensure that they printed, unembossed Card number. If a Card sale involving a Diners Club International
are the same. Visa has a new Card design which differs significantly from the previous Card with an unembossed Card number cannot be completed by swiping the card through
description. You are required to familiarize yourself with the new design by consulting the the POS Device, the card should not be accepted. If submitted, such card sale may be subject
document entitled “Card Acceptance Guidelines for Visa Merchants (VRM 04.02.11) and to Dispute.
Chargeback Management Guidelines for Visa Merchants” (VRM 04. 03.11). You may
Union Pay:
download the document free of charge from Visa’s website at http://www.visa.com/merchant
or order a hardcopy to be mailed to you for a nominal charge by telephoning Visa Fulfillment • A 16 – digit Card number starting with “622,” “624,” “625,” “626,” or “628” is embossed
at 800-VISA-311. Both the old and new Visa Card designs will be circulating concurrently on the front of the Card.
in the marketplace through the year 2010. Only Visa Cards fitting the old or new descriptions • Embossed digits on the Card should be clear and uniform in size and spacing.
may be accepted. • The embossed expiration date appears in mm/yy format and indicates the last month in
MasterCard: MasterCard Cards are issued under the following names: MasterCard, which the Card is valid.
EuroCard, Access, Union, Million and Diamond. The MasterCard symbol appears on the • The Card contains a magnetic stripe.
front or back of the Card. MasterCard and the Globe designs appear in a 3-dimensional • A three-dimensional hologram image of Heaven Temple in the foreground with Chinese
hologram above the symbol. In addition, the words Classic, Preferred, Gold or Business characters in the background appears on the front of all such Cards. The hologram reflects
may appear. MasterCard account numbers are sixteen (16) digits, and the first digit is always light as it is rotated.
a five (5). The first four digits of the account must be printed directly below the embossed • “Valid Thru” and the Cardholder name (which may not be in English) are embossed on
number. Only MasterCard Cards fitting this description may be accepted. Beginning Jan- the front of the Card.
uary 2006, MasterCard has a new Card design significantly different from the previous • The CID appears on the upper right corner of the signature panel.
description. You are required to familiarize yourself with the new design by consulting a
NOTE: Text on Cards bearing a UnionPay Acceptance Mark may not be printed in English.
document “MasterCard Card Identification Features.” You may download the document
free of charge from MasterCard’s website at www.mastercard.us/merchants. Both the old JCB:
and new MasterCard Card designs will be circulating concurrently in the marketplace • Card Numbers are made up of 16 digits, starting with “35” embossed or printed on the
through the year 2010. Only MasterCard Cards fitting the old or new descriptions may be front of the Card.
accepted. • Embossed digits on the Card should be clear and uniform in size and spacing within
Discover Network: The Discover Network includes Discover, Diners Club International, groupings.
domestic JCB, UnionPay, BCcard, and Dinacard. Valid standard, rectangular plastic Cards • The Cardholder name and, if applicable, business name embossed on the front of the
bearing a Discover® Acceptance Mark include the following common characteristics and Card.
distinctive features: • A JCB Acceptance Mark appears on the front of the Card.
• The Discover Acceptance Mark may appear on the lower right corner of the front, back, • A three-dimensional hologram image of rising sun, rainbow, and “JCB” in micro lettering
or both sides of the Card. appears on either the front or the back of the Card. The hologram reflects light as it is
• Cards display either a three-dimensional hologram on the front or back of the Card OR rotated.
a three-dimensional holographic magnetic stripe on the back of the Card. Valid Cards do • The embossed expiration date appears in mm/yy or mm/dd/yy format on the front of the
not display holograms on both front and back. Card and indicates the last month in which the Card is valid.
• Card Numbers may be embossed or unembossed and will appear on either the front or • The Card contains a magnetic stripe on the back of the Card.
back of a Card. Card Numbers begin with the number “6” and are composed of 16 digits • The name “JCB” appears in ultraviolet ink on the left bottom of the front of the Card
that should be clear and uniform in size and spacing. when held under an ultraviolet light.
• The Cardholder name, and if applicable, business name, may be embossed or unembossed • The first four digits of the Card number match the 4-digit number pre-printed just below
and will appear on either the front or back of the Card. the embossed Card number of the front of the Card.
TSYS0119001
6
• The first four digits of the Card number displayed on the signature panel on the back of panel is invalid and any sale made with this Card can result in a Chargeback. For Cards
the Card match the last four digits of the Card number that appears on the front of the bearing a photograph of the Cardholder, ensure that the Cardholder appears to be the
Card. person depicted in the picture which appears on the Card. If you have any questions, call
the Voice Authorization Center and request to speak to a Code 10 operator.
• The last four digits of the Card number on the back of the Card followed by the 3-digit CID.
1.5. SpecialTerms. If you limit refunds or exchanges, or impose other specific conditions
• An overprint on the signature panel reads “JCB” in two colors, blue and green.
for Card sales, you must provide proper disclosure to the Cardholder at the time of
• Some Cards have an embedded integrated circuit chip on the front of the Card. transaction in accordance with applicable law. If applicable, the words “No Exchange, No
• The words “Good Thru,” “Valid Dates,” “Valid Thru,” or “Expiration Date” must be Refund,” etc. must be clearly printed (in 1/4" letters) on the Sales Draft near or above the
printed near the expiration date. The corresponding words in the language of the country Cardholder’s signature. The Cardholder’s copy of the Sales Draft, as well as your copy, must
where the JCB Card is issued may also be printed. The words “Month/Year” or the clearly display this information near or above the Cardholder’s signature. Applicable
corresponding words in the language of the country where the JCB Card is issued may be disclosures may vary by transaction type.
printed above or below the expiration date
During a liquidation and/or closure of any of your outlets, locations and/or businesses, you
NOTE: Some valid Cards bearing the JCB Acceptance Mark will have a printed, must post signs clearly visible to customers stating that “All Sales Are Final,” and stamp the
unembossed Card number on the Card. If a Card sale involving a valid, JCB Card with an Sales Draft with a notice that “All Sales Are Final.”
unembossed Card number cannot be completed by swiping the Card through the POS
Generally, do not give cash, check or in-store Credit refunds for Card sales. Visa allows for
Device, the Card should not be accepted. If you accept a Card that displays a printed, rather
the following exclusions: A cash refund to the Cardholder for a small ticket transaction or
than embossed, Card number, you are required to obtain a Card imprint, the Card sale may
a no signature required transaction, a cash refund, Credit, or other appropriate form of
be subject to dispute.
Credit to the recipient of a gift purchased as a Mail/Phone Order transaction, or a cash
American Express: refund or in-store Credit for a Visa prepaid card transaction if the Cardholder states that the
• All American Express Card Numbers start with “37” or “34.” The Card number appears Visa prepaid card has been discarded. NOTE: A disclosure does not eliminate your liability
embossed on the front of the Card. Embossing must be clear, and uniform in sizing and for a Chargeback. Consumer protection laws and Card Organization Rules frequently allow
spacing. Some Cards also have the Card Number printed on the back of the Card in the the Cardholder to dispute these items notwithstanding such disclosures.
signature panel. These numbers, plus the last four digits printed on the Sales Draft, must 1.6. Delayed Delivery or Deposit Balance. In a delayed delivery transaction where a
match. Cardholder makes a deposit toward the full amount of the sale, you should execute two
• Pre-printed Card Identification (CID) Numbers must always appear above the Card separate Sales Drafts (each completed fully as described in Section 3.1), the first for a
Number on either the right or left edge of the Card. deposit and the second for payment of the balance upon delivery of the merchandise or the
• Only the person whose name appears on an American Express Card is entitled to use it. performance of the services.
Cards are not transferable. Visa: You must obtain an authorization for each Sales Draft on each transaction date. You
• Some Cards contain a holographic image on the front or back of the plastic to determine must assign the separate authorization numbers to each Sales Draft, respectively. You must
authenticity. Not all American Express Cards have a holographic image. note on such Sales Drafts the words “delayed delivery,” “deposit” or “balance,” as
• Some Cards have a chip on which data is stored and used to conduct a charge. appropriate, and the authorization dates and approval codes.
• The signature on the back of the Card must match the Cardholder’s signature on the MasterCard: For MasterCard transactions, you must obtain an Authorization for each Sales
Credit Draft, and must be the same name that appears on the front of the Card. The Draft on each Transaction date. You must note on both Sales Drafts the words “delayed
signature panel must not be taped over, mutilated, erased or painted over. Some Cards also delivery,” “deposit” or “balance,” as appropriate, and the authorization date and approval
have a three-digit Card Security Code (CSC) number printed on the signature panel. code.
1.2. Effective/ Expiration Dates. At the point of sale, the Card should be carefully Discover Network: For Discover Network transactions, you must label one Sales Draft
examined for the effective (valid from) (if present) and expiration (valid thru) dates which “deposit” and the other “balance,” as appropriate.
are located on the face of the Card. The sale date must fall on or between these dates. When You shall submit Authorization requests you receive and await receipt of the Authorization
an expiration date is expressed in a month/year format, MasterCard transactions are valid Response prior to completing the Card sale. A positive Authorization Response will remain
through and including the last day of the month and year. When the valid date is expressed valid for thirty (30) calendar days from the date of the Authorization response for Card
in a month/year format, MasterCard transactions that occur before the first day of the month sales in the car rental industry, airline and passenger railway industries, the lodging industry
and year are invalid. Do not accept a Card prior to the effective date or after the expiration and other travel MCCs including passenger transport and all International Card sales. A
date. If the Card has expired, you cannot accept it for a Card sale unless you have verified positive Authorization response will remain valid for ten (10) calendar days from the date
through your Authorization Center that the Card is in good standing, otherwise, you are of the Authorization response for Card sales in all other industries and MCCs.
subject to a Chargeback and could be debited for the transaction. In addition, you must complete Address Verification at the time of the “balance”
When a MasterCard PayPass enabled keyfob or mobile phone is presented for payment, authorization, and you must obtain proof of delivery upon delivery of the
verifying a valid expiration date is not required. services/merchandise purchased. You may not submit sales data relating to the “balance” to
1.3. Valid Signature. Check the back of the Card. Make sure that the signature panel has us for processing until the merchandise/service purchased has been completely delivered.
not been disfigured or tampered with in any fashion (an altered signature panel may appear American Express: For American Express Card transactions, you must clearly disclose your
discolored, glued or painted, or show erasure marks on the surface). The signature on the intent and obtain written consent from the Cardholder to perform a delayed delivery
back of the Card must compare favorably with the signature on the Sales Draft. However, transaction before you request an Authorization. You must obtain a separate Authorization
comparing the signature on the Card with the signature on the transaction receipt is not Approval for each delayed delivery transaction on their respective Charge dates and clearly
applicable when an alternate Card form (MasterCard PayPass keyfob or mobile phone) is indicate on each record that the Charge is either for the deposit or for the balance of the
presented. The Sales Draft must be signed by the Card presenter in the presence of your transaction. You must submit the delayed delivery transaction record for the balance of the
authorized representative (unless a Card Not Present Sale) and in the same format as the purchase only after the items have been shipped, provided or services rendered. For
signature panel on the Card; e.g., Harry E. Jones should not be signed H.E. Jones. The deposits, submission must be on the date the Cardholder agreed to pay for the deposit for
signature panels of Visa, MasterCard and Discover Network Cards have a 3-digit number the purchase. For balances, submission must be on the date the items are shipped, provided
(CVV2/CVC2/CID) printed on the panel known as the Card Validation Code. or services rendered. You must submit and Authorize each delayed delivery transaction
Visa, MasterCard, Discover Network, and American Express: If the signature panel on the under the same Merchant Account Number and treat deposits on the Card no differently
Card is blank, in addition to requesting an Authorization, you must do all the following: than you treat deposits on all other payment products.
• Review positive identification bearing the Cardholder’s signature (such as a passport or Advance Payment Charges for American Express Transactions.
driver’s license that has not expired) to validate the Cardholder’s identity. An advance payment Charge is a Charge for which full payment is made in advance of you
• Indicate the positive identification, including any serial number and expiration date, on providing the goods and/or rending services to the Cardholder and such Charges carry
the Credit Draft or Sales Draft; provided that you must effect PAN Truncation, and must higher risk. American Express may withhold settlement for part or all of such Charges until
not include the expiration date on the copy of the Sales Draft or Credit Draft that you it is determined that the risk has diminished.
provide to the Cardholder, or as required by applicable law, the Sales Draft or Credit Draft You must follow the procedures below if you offer Cardholders the option or require them
you retain. to make advance payment Charges for the following types of goods and/or services:
• Require the Cardholder to sign the signature panel of the Card prior to completing the • Custom-orders (e.g., orders for goods to be manufactured to a customer’s specifications)
Transaction.
• Entertainment / ticketing (e.g., sporting events, concerts, season tickets).
• When a MasterCard PayPass enabled keyfob or mobile phone is presented for payment,
• Tuition, room and board, and other mandatory fees (e.g., library fees) of higher
validating the customer’s signature is not required.
educational institutions.
1.4. Users Other Than Cardholders. A Cardholder may not authorize another
• Airline tickets, vehicle rentals, rail tickets, cruise line tickets, lodging, travel-related
individual to use his/her Card for purchases. Be sure the signature on the Card matches
services (e.g., tours, guided expeditions).
with the one on the Sales Draft. Furthermore, any Card having two signatures on the back
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For an advance payment Charge, you must: The cancellation of an American Express Card constitutes immediate cancellation of that
Cardholder’s consent for recurring Charges. American Express will not have any liability
State your full cancellation and refund policies, clearly disclose your intent and obtain
from such cancellation. If an American Express Card is cancelled or a Cardholder withdraws
written consent from the Cardholder to bill the Card for an advance payment Charge before
consent to recurring Charges, you are responsible for arranging another form of payment
you request an Authorization. The Cardholder’s consent must include his or her agreement
with the Cardholder.
to all the terms of the sale (including price and any cancellation and refund policies), and
a detailed description and the expected delivery date of the goods and/or services to be All recurring transactions or preauthorized orders may not include partial payments for
provided (including, if applicable, expected arrival and departure dates). goods or services purchased in a single transaction.
• Complete a Sales Draft. If the advance payment Charge is a Card Not Present Charge, You may not impose a finance charge in connection with a Recurring Transaction or
you must also: ensure that the Sales Draft contains the words “Advance Payment;” and Preauthorized Order.
within twenty-four (24) hours of the Charge being incurred, provide the Cardholder If you process recurring payment transactions, the Recurring Payment Indicator must be
written confirmation (e.g., email or facsimile) of the advance payment Charge, the included in each authorization request, and as applicable, each Batch submission entry.
amount, the confirmation number (if applicable), a detailed description and expected Penalties can be assessed by the Card Organizations for failure to use the Recurring Payment
delivery date of the goods and/or services to be provided (including expected arrival and Indicator.
departure dates, if applicable) and details of your cancellation/ refund policy. 1.8. Certain Rules and Requirements. The following rules are requirements strictly
If you cannot deliver goods and/or services (e.g., because custom-ordered merchandise enforced by Visa, MasterCard and Discover Network:
cannot be fulfilled), and if alternate arrangements cannot be made, you must immediately • Your minimum Credit Card acceptance amount cannot exceed $10.00. Such minimum
issue a Credit for the full amount of the advance payment Charge which cannot be fulfilled. amount must be established to all Credit Cards regardless of Card Issuer or Card brands.
In addition to other Chargeback rights, a Chargeback may be exercised for any disputed Unless you are a federal government entity or institution of higher learning, you may not
advance payment Charge or portion thereof if the dispute cannot be resolved in your favor establish a maximum amount as a condition for accepting a Card, except that for Discover
based upon unambiguous terms contained in the terms of sale to which you obtained the transactions, you may limit the maximum amount a Discover Network Cardholder may
Cardholder’s written consent. spend if, and only if, you have not received a positive authorization response from the
1.7. Recurring Transaction and Preauthorized Order Regulations. If you process Issuer. Setting a minimum transaction amount limit for Debit Cards (Pin Debit or Non-
recurring transactions and charge a Cardholder’s account periodically for recurring goods PIN Debit) is prohibited.
or services (e.g., monthly insurance premiums, yearly subscriptions, annual membership • You cannot impose a surcharge or fee for accepting a Debit Card.
fees, etc.), the Cardholder shall complete and deliver to you a Cardholder approval for such
goods or services to be charged to his account. The approval must at least specify the • You cannot establish any special conditions for accepting a Card.
Cardholder’s name, address, account number and expiration date, the transaction amounts, • You cannot require the Cardholder to supply any personal information (e.g., home or
the timing or frequency of recurring Charges and the duration of time for which the business phone number; home or business address including zip code; or driver’s license
Cardholder’s permission is granted. For Discover Network transactions, the approval must number) unless instructed by the Authorization Center. The exception to this is for mail/
also include the total amount of recurring Charges to be billed to the Cardholder’s account, telephone/Internet order or delivery-required transactions, or as otherwise permitted by
including taxes and tips and your Merchant Account Number. applicable law. Any information that is supplied by the Cardholder must not be in plain
If the recurring transaction is renewed, the Cardholder must complete and deliver to you view when mailed.
a subsequent written request for the continuation of such goods or services to be charged • Any tax required to be collected must be included in the total transaction amount and not
to the Cardholder’s account. You may not complete a recurring transaction after receiving collected in cash.
a cancellation notice from the Cardholder or Issuer or after a request for authorization has • You cannot submit any transaction representing the refinance or transfer of an existing
been denied. Cardholder obligation deemed uncollectible.
If we or you have terminated this Agreement, you may not submit authorization requests • You cannot accept a Visa Consumer Credit Card or Commercial Visa Product, issued by
or sales data for recurring transactions that are due after the termination date of this a U.S. Issuer, to collect or refinance an existing debt. NOTE: Visa Consumer debit and
Agreement, and you must inform Cardholders for which you have submitted the recurring Visa Business debit Card products including prepaid card type can be accepted to collect
transactions that you no longer accept the Card. or refinance an existing debt.
You must obtain an Authorization for each transaction and write “Recurring Transaction” • You cannot submit a transaction or sale that has been previously charged back.
(or, “P.O.” for MasterCard transactions/”Signature on File” for American Express
transactions) on the Sales Draft in lieu of the Cardholder’s signature. A positive • You must create a Sales Draft or Credit Draft for each Card transaction and deliver at least
authorization response for one recurring transaction Card Sale is not a guarantee that any one copy of the Sales Draft or Credit Draft to the Cardholder.
future recurring transaction authorization request will be approved or paid. • You cannot submit a transaction or sale to cover a dishonored check.
For all recurring transactions, you should submit the 3-digit CID with the first authorization • If you accept Card checks, your Card check acceptance policy must treat the acceptance
request, but not subsequent authorization requests. Discover Network Card Organization of checks from all payment card brands that you accept equally (e.g., if you accept
Rules specifically require that you follow this CID procedure for Discover Network MasterCard, Visa and Discover Network, your check acceptance policy must treat checks
recurring transactions. for all three payment card brands equally). You should handle these Card checks like any
Also, for Discover Network recurring transactions, the Sales Draft must include a general other personal check drawn upon a bank in the United States.
description of the transaction, your merchant name and a toll-free customer service number • Failure to comply with any of the Card Organization Rules may result in fines or penalties.
that the Cardholder may call to obtain customer assistance from you or to cancel the written U.S. Merchants may engage in any of the following:
approval for the recurring transaction. • You may direct customers to a particular brand or type of general purpose card or a
For American Express recurring transactions, you should periodically verify with particular form of payment. U.S. merchants may also encourage customers who initially
Cardholders that their information (e.g., Card Number, expiration date, billing address) is present a Visa Card to use a payment card with a different network brand, a different type
still accurate. This will improve the likelihood of obtaining an approval to an Authorization of payment card or a different form of payment.
request.
• You may provide a discount/incentive for a consumer to pay with cash, check, Credit
The method to secure consent for recurring Charges must contain a disclosure that you Card, Debit Card, etc., however, you must clearly and conspicuously disclose the discount
may receive updated Card account information from the Issuer. You must retain evidence to consumers. Also, you must offer the discount to all consumers and you cannot
of consent to receive updated Card account information from the Issuer for twenty-four discriminate based upon Card brand or Card Issuer. However, you may choose not to
(24) months from the date you submit the last recurring billing Charge. If you offer accept either U.S. issued Debit Cards or U.S. issued Credit Cards under the terms
Cardholders the option to make recurring billing Charges, you must: described in Section 1.9.
• Ensure that your process for cancellation of recurring billing is simple and expeditious; • You may offer a discount or rebate, including an immediate discount or rebate at the point
• Clearly and conspicuously disclose all material terms of the option, including, if of sale;
applicable, the fact that recurring billing will continue until the option is cancelled by the
• You may offer a free or discounted product, service or enhanced service
Cardholder;
• You may offer an incentive, encouragement, or benefit;
• Offer their American Express customers the option to receive written notification for the
recurring transaction(s) at least (10) ten days prior to submitting, or any time the Charge • You may express a preference for the use of a particular brand or type of general purpose
amount exceeds a maximum amount that has been set by the Cardholder; card or a particular form of payment;
• Within twenty-four (24) hours of incurring the first recurring billing Charge, provide the • You may promote a particular brand or type of general purpose card or a particular form
Cardholder written confirmation (e.g., email or facsimile) of such Charge, including all or forms of payment through posted information, through the size, prominence, or
material terms of the option and details of your cancellation/refund policy; and sequencing of payment choices, or through other communications to a customer;
• Where the material terms of the option change after submission of the first recurring • You may communicate to a customer the reasonably estimated or actual costs incurred by
billing Charge, promptly notify the Cardholder in writing of such change and obtain the the merchant when a customer uses a particular brand or type of general purpose card or
Cardholder’s express written consent to the new terms prior to submitting another a particular form of payment or the relative costs of using different brands or types of
recurring billing Charge. general purpose cards or different forms of payment. NOTE: Visa Consumer Debit and

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 Visa Business Debit Card products including prepaid Card type can be accepted to collect 1.11.3. Written Confirmation of Guaranteed Reservations. You must provide the
or refinance an existing debt; or Cardholder with written confirmation of a guaranteed reservation. The confirmation must
contain:
You may engage in any other practices substantially equivalent to the above.
• You will inform the Cardholder that you are responsible for the Card transaction including • Cardholder’s name as it appears on the Card, if present.
your goods and services and for related customer service, dispute resolution and • Card Number, truncated where required by applicable law to you or us and Card
performance of the terms and conditions of the transaction. expiration date if present, unless prohibited by applicable law to you or us.
1.9. Card Acceptance. If you have indicated either in the Merchant Processing • Reservation confirmation number.
Application or by registering with us at least thirty (30) days in advance that, as between • Anticipated arrival date and length of stay.
Non-PIN Debit Card transactions and Credit Card transactions, you will limit your
• The cancellation policy in its entirety, inclusive of the date and time the cancellation
acceptance to either (i) only accept Non-PIN Debit transactions; or (ii) only accept Credit
privileges expire.
Card transactions, then the following terms in this Section 1.9 will apply:
• Any other pertinent details related to the reserved accommodations.
1.9.1. You will be authorized to refuse to accept for payment either Non-PIN Debit Cards
or Credit Cards that are issued within the United States. You will, however, continue to be 1.11.4. Cancellation of Guaranteed Reservations. If a Cardholder requests a
obligated to accept all foreign issued Credit Card or Debit Cards issued by MasterCard, cancellation in accordance with Merchant’s cancellation policy and specified time frames,
Visa or Discover Network so long as you accept any type of MasterCard, Visa or Discover Merchant must provide the Cardholder with a cancellation number and instructions to
Network branded Card. retain a record of it. If a Cardholder requests a written confirmation of the cancellation,
1.9.2. While many Debit Cards include markings indicating debit (such as “Visa Checkcard, Merchant must forward this confirmation within three (3) Business Days of the Cardholder’s
Visa Buxx, Gift Card, DEBIT, or Mastermoney), many Debit Cards may not include any such request. The cancellation confirmation must contain: Cardholder’s reference that Charges
markings. It will be your responsibility to determine at the point of sale whether a Card is were placed on the Card, if applicable, or a guarantee that a “no-show” Charge will not be
of a type that you have indicated that you will accept. You agree to institute appropriate placed on the Card.
systems and controls to limit your acceptance to the Card types indicated. You may purchase • Cardholder’s name as it appears on the Card, if present.
a table of ranges of numbers currently associated with Debit Card transactions upon • Card Number, truncated as required by applicable law to you or us.
execution of confidentiality/non-disclosure agreements required by the Card Organizations.
You will be responsible for updating your systems to utilize such tables and to obtain updated • Card expiration date, if present, unless prohibited by applicable law to you or us.
tables. You must safeguard BIN information provided by us. If you share our provided BIN • Reservation cancellation number.
information with a third party to use on your behalf, you must require they safeguard it also • Date of cancellation.
and use it only for card type identification at the POS. • The name of the Merchant’s employee that processed the cancellation.
1.9.3. Tothe extent that you inadvertently or unintentionally accept a transaction that you
• Any other pertinent information related to the reserved accommodations.
are not registered to accept, such transaction will downgrade and you will be charged the
Non Qualified Rate or, if you are utilizing the Enhanced Recovery Reduced Discount option, 1.12. Customer ActivatedTerminals and Self-ServiceTerminals. Prior to conducting
you will be charged the Enhanced Recovery Reduced Rate on the volume of said transaction Customer Activated Terminal (“CAT”) transactions or Self-Service Terminal transactions
that Client was not registered to accept, in addition to the difference between the you must contact us for approval and further instructions, rules and requirements that
MasterCard/ Visa/Discover Network Qualified Rate agreed to in Section 9 of the Service apply to CAT and Self-Service Terminal transactions. Failure to do so could result in
Fee Schedule and the actual interchange rate assessed to the downgraded transaction. additional charges or termination of this Agreement.
1.9.4. Based upon your choice to accept only the Card types indicated in the Application, Customer Activated Terminals for American Express Transactions
you must remove from your premises any existing signage indicating that you accept all Charges for purchases at your Customer Activated Terminals (CATs) must meet the
Visa, MasterCard or Discover Network Cards and use approved specific signage reflecting requirements for Sales Draft as detailed below:
your policy of accepting only Non-PIN Debit or Credit Cards.
You must include:
1.9.5. Even if you elect not to accept Non-PIN Debit Card transactions as provided above,
• Full Magnetic Stripe data stream or chip Card data in all Authorization requests, and;
you may still accept PIN Debit Card transactions if you have signed up for PIN Debit Card
Services. • CAT indicator on all Authorization requests and Submissions.
1.9.6. If a MasterCard Card is presented, you must use your best efforts, by reasonable and American Express will not be liable for actual or alleged fraudulent Charges occurring
peaceful means, to retain the card while making an authorization request. In a face-to-face through Customer Activated Terminals (CAT) and will have the right to Chargeback for
environment, you must give a MasterCard Cardholder the option of a signature based those Charges.
transaction. Unless the Cardholder uses a PIN, the Cardholder must sign the transaction 1.13. Displays and Advertising. You must prominently display appropriate Visa,
receipt. MasterCard, Discover Network, and, if applicable, other Card Organization decals and
1.9.7. MasterCard revised standards related to the use of Mobile POS (MPOS) program Marks at each of your locations, in catalogs, on websites and on other promotional
terminals. materials as required by Card Organization Rules, if you elected to accept such Card
Merchants with less than $100,000 in annual MasterCard transaction volume may use Chip- payments on your Application. You may not indicate that Visa, MasterCard, and Discover
only MPOS terminals: Network, or any other Card Organization endorses your goods or services.
• That do not support magnetic stripe capture Your right to use the program Marks of the Card Organizations terminates upon the earlier
• That support either signature or No Cardholder Verification Method (CVM) of (i) if and when your right to accept the Cards of the respective Card Organization
• That may offer optional support PIN entry terminates (e.g., if your right to accept Discover Network Cards terminates, you are no
longer permitted to use Discover Network Program Marks), (ii) delivery of notice by us or
Merchants with less than $100,000 in annual MasterCard transaction volume may use
the respective Card Organization to you of the termination of the right to use the Mark(s)
MPOS terminals or Chip-only MPOS solutions that do not support electronic signature
capture to complete a transaction without obtaining a CVM. for that Card Organization, or (iii) termination of the license to use the program Marks by
the respective Card Organization to us.
Please Note: Merchants with more than $100,000 in annual transactions may use MPOS
terminals if the MPOS terminal complies with MasterCard’s requirements for POS terminals American Express: If you elected to accept the American Express Card on your
or hybrid POS terminals (if chip cards are accepted). Application, whenever payment methods are communicated to customers, or when
customers ask what payments are accepted, you must indicate your acceptance of the
1.10. Deposits of Principals. Owners, partners, officers and employees of your business
establishment, and the guarantors who signed the Application, are prohibited from American Card and display the American Express Marks (including any Card application
submitting Sales Drafts or Credit Drafts transacted on their own personal Cards, other than forms provided to you) as prominently and in the same manner as you do for any other
transactions arising from bona fide purchases of goods or services in the ordinary course Card or payment products. You must not use the American Express Marks in any way that
of your business. Such use in violation of this Section 1.10 is deemed a cash advance, and injures or diminishes the goodwill associated with the American Express Marks, nor
cash advances are prohibited. (without prior written consent from us) indicate that American Express endorse your goods
1.11. Merchants in the Lodging Industry. or services. You shall only use the American Express Marks as permitted by the Agreement
and shall cease using the American Express Marks upon termination of the Agreement
1.11.1. Generally. There are additional rules and requirements that apply to merchants
in the lodging industry for practices including, but not limited to, Guaranteed Reservations 1.13.1. Discover Network Sublicense to Use Discover Network Program Marks.
and Charges for no shows, advance deposits, overbookings, and priority checkout. If you You are prohibited from using the Discover Network Program Marks, as defined below, other
are a merchant in the lodging industry, you must contact us for these additional rules and than as expressly authorized in writing by us. “Discover Network Program Marks” means the
requirements. Failure to do so could result in additional charges or termination of this brands, emblems, trademarks and/or logos that identify Discover Network Cards, including,
Agreement. without limitation, Diners Club International Cards, JCB, UnionPay, BCcard, and Dinacard.
1.11.2. Lodging Service Programs. In the event you are a lodging merchant and wish Additionally, you shall not use the Discover Network Program Marks other than as a part of
to participate in Visa’s and/or MasterCard’s lodging services programs, please contact your the display of decals, signage, advertising and other forms depicting the Discover Network
sales representative or relationship manager for details and the appropriate MasterCard and Program Marks that are provided to you by us or otherwise approved in advance in writing
Visa requirements. by us.

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You may use the Discover Network Program Marks only to promote the services covered by • insist on taking the merchandise immediately (e.g., no matter how difficult it is to handle,
the Discover Network Program Marks by using them on decals, indoor and outdoor signs, is not interested in free delivery, alterations, etc.)?
advertising materials and marketing materials; provided that all such uses by you must be • appear to be purchasing an unusual amount of expensive items or the same items?
approved in advance by us in writing. • take an unusual amount of time to sign the Sales Draft, or look at the back of the Card as
You shall not use the Discover Network Program Marks in such a way that customers could he signs?
believe that the products or services offered by you are sponsored or guaranteed by the • talk fast or carry on a conversation to distract you from checking the signature?
owners of the Discover Network Program Marks. You recognize that you have no ownership • take the Card from a pocket instead of a wallet?
rights in the Discover Network Program Marks. You shall not assign to any Person any of the
• repeatedly come back, in a short amount of time or right before closing time, to make
rights to use the Program Marks.
additional purchases?
1.13.2. American Express sublicense to Use American Express Marks. You shall
• cause an unusual, sudden increase in the number and average sales transactions over a
only use the American Express Marks as reasonably necessary to perform your obligations
one- to three-day period?
under the Agreement. The guidelines listed below apply to the Merchant’s use of the
American Express “Blue Box” logo. • tell you he has been having some problems with his Issuer and request that you call a
number (that he provides) for a “special” handling or authorization?
• The “BlueBox” logo must always be shown in the pre-approved “American Express Blue”
or, in one- or two-color communications or black. • have a previous history of disputed Charges?
• The space around the “Blue Box” must equal at least 1/3 the size of the box. • place orders to be shipped to an address other than the billing address, or use anonymous/
free email domains?
• The “Blue Box” logo minimum size is 3/8" and 1/2" is the preferred size.
• place orders sent to zip codes or countries where you show a history of fraudulent claims?
• A minimum distance of 1-1/2 times the size of the “Blue Box” must be allowed between
the “Blue Box” logo and another Mark. • frequently make purchases and then return goods for cash?
• For additional guidelines on the use of the American Express Marks, you can visit the • use a prepaid Card to purchase other prepaid Cards?
American Express website at www. americanexpress.com/decals. • use a large numbers of prepaid Cards to make purchases?
• You must remove American Express Marks from your website and wherever else they are Does the Card:
displayed upon termination of the Agreement or if do not elect to accept or are not • have characters the same size, height, style and all within alignment?
authorized to accept American Express Cards. • appear to be re-embossed (the original numbers or letters may be detected on the back
1.14. Cash Payments by and Cash Disbursements to Cardholders. You must not of the Card)?
accept any direct payments from Cardholders for Charges of merchandise or services which • have a damaged hologram?
have been included on a Sales Draft; it is the right of the Issuer to receive such payments.
• have a Magnetic Stripe on the back on the Card?
You may not make any cash disbursements or cash advances to a Cardholder as part of a
Card transaction unless you are a financial institution with express authorization in writing • have an altered Magnetic Stripe?
in advance from Servicers. For Discover, cash advances in authorized jurisdictions other • have an altered signature panel (e.g., appear discolored, glued or painted, or show erasure
than the United States may be conducted in an originating currency provided that cash marks on the surface)?
advances may be subject to dispute and/or Acquirer fees. • have “valid from” (effective) and “valid thru” (expiration) dates consistent with the sale
1.15. Discover Network Cash Over Transactions. Cash Over transactions are not date?
available for MasterCard or Visa transactions. You may issue Cash Over in connection with If you use an electronic terminal and swipe the Card, make sure the account number
a Discover Network Card sale, provided that you comply with the provisions of this displayed on the terminal and/or the Sales Draft matches the number on the Card. If you
Agreement, including the following requirements: cannot or do not verify the account number and accept the sale, you are subject to a
• You must deliver to us a single authorization request for the aggregate total of the goods/ Chargeback and could be debited for the amount of the transaction. IF THE NUMBERS
services purchase amount and the Cash Over amount of the Card sale. You may not DO NOT MATCH, DO NOT ACCEPT THE CARD AS A FORM OF PAYMENT, EVEN
submit separate authorization requests for the purchase amount and the Cash Over THOUGH AN AUTHORIZATION CODE FOR THE MAGNETICALLY SWIPED CARD
amount. NUMBER MAY BE RECEIVED.
• The Sales Draft must include both the purchase amount and the Cash Over amount, and Fraud-Prone Merchandise Tips:
you may not use separate Sales Drafts for the purchase amount and Cash Over amount. • Gift Cards, jewelry, video, stereo, computer and camera equipment, shoes, and men’s
• Cash Over may only be offered with a Card Present Card Sale that includes a purchase of clothing are typically fraud-prone because they can easily be resold.
goods or services by the Cardholder. You must not issue Cash Over as a stand-alone • Be suspicious of high dollar amounts and transactions with more than one fraud-prone
transaction. Merchants that offer Cash Over may require the total amount of a Card Sale item, e.g., two VCRs, three gold chains, etc.
with a Credit product, including Cash Over, to meet a minimum transaction amount of If you suspect fraud:
up to $10.00.
• Call the Voice Authorization Center and ask to speak to a Code 10 operator.
• You shall not assess or charge fees of any type or amount, including any surcharges, on
Cash Over transactions. None of the fees or charges applicable to Cash Advances shall be • If the terminal does not display the Card number, call the POS Help Desk for terminal
applied to Cash Over transactions. assistance.
• Cash Over may not be dispensed in connection with Credits, Cash Advances, or any Card REMEMBER: AN AUTHORIZATION CODE ONLY INDICATES THE AVAILABILITY
Sale for which you are unable to electronically capture Track Data using the POS Device. OF A CARDHOLDER’S CREDIT AT THE TIME OF THE TRANSACTION. IT DOES NOT
WARRANT THAT THE PERSON PRESENTING THE CARD IS THE RIGHTFUL
• The maximum amount of cash that you may issue as Cash Over is $100.00. CARDHOLDER. IF PROPER PROCEDURES ARE NOT FOLLOWED AT THE TIME OF
(Cash Over may not be available in certain markets. Contact us for further information). THE TRANSACTION, YOU ARE SUBJECT TO A CHARGEBACK AND YOUR
1.16. Telecommunication Transactions. Telecommunication Card Sales occur when a ACCOUNT MAY BE DEBITED FOR THE AMOUNT OF THE TRANSACTION.
telephone service provider is paid directly using a Card for individual local or long-distance 3. Completion of Sales Drafts and Credit Drafts
telephone calls. (NOTE: Pre-paid telephone service cards are not and do not give rise to
You must prepare a Sales Draft or Credit Draft, as applicable, for each Card transaction and
Telecommunication Card Sales). Prior to conducting Telecommunication transactions
provide a copy of it or a transaction receipt or copy of the Draft to the Cardholder at the
you must contact us for approval and further instructions, rules and requirements.
time the Card transaction is completed.
Failure to do so could result in additional charges or termination of this Agreement.
3.1. Information Required. All of the following information must be contained on a
2. Suspect Transactions single page document constituting a Sales Draft:
If the appearance of the Card being presented or the behavior of the person presenting the • Cardholder’s account number must appear on the Credit Draft or Sales Draft in the
Card is suspicious in nature, you must immediately call the Voice Authorization Center manner required by applicable law and Card Organization Rules. NOTE: The copy of the
and ask to speak to a Code 10 operator. Answer all their questions and follow their Sales Draft or Credit Draft you provide to a Cardholder must not include the Cardholder’s
instructions. While not proof that a transaction is fraudulent, the following are some Card expiration date or any more than the last four digits of the Cardholder’s Card
suggestions to assist you in preventing fraudulent transactions that could result in a number. Some states have similar requirements that also apply to the Sales Drafts or Credit
Chargeback: Drafts you retain. MasterCard requires that Card expiration dates be excluded from the
Ask yourself, does the Customer: Sales Drafts or Credit Drafts your business retains. You are solely responsible to determine
• appear nervous/agitated/hurried? the Card account number truncation requirements and Card expiration date exclusion
• appear to be making indiscriminate purchases (e.g., does not care how much an item requirements for your state/jurisdiction;
costs, the size, etc.)? • Clear imprint of the Card. Whenever the term “imprint” is used it refers to the process
• make purchases substantially greater than your usual customer (e.g., your average of using a manual imprinting machine to make an impression of the Card on the same side
transaction is $60, but this transaction is for $360)? of a signed Sales Draft; it does not include the printout from a printer attached to an

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 electronic device. If you use an electronic device (e.g., authorization/draft capture If you submit Charges on paper, you must create a Sales Draft containing all of the following
terminal, cash register, POS Device, etc.) and swipe the Card to read and capture the Card required data:
information via the Magnetic Stripe, you do not have to imprint the Card. HOWEVER, • Full Card number and expiration date (pursuant to applicable law), and if available,
IF THE TERMINAL FAILS TO READ THE MAGNETIC STRIPE OR IF YOU ARE Cardholder name.
REQUIRED TO OBTAIN A VOICE AUTHORIZATION, THEN YOU MUST IMPRINT • The date the Charge was incurred.
THE CARD. IN ADDITION, THE SALES DRAFT MUST HAVE THE CARDHOLDER’S • The amount of the Charge, which must be the total price for the purchase of goods and
SIGNATURE. FAILURE TO FOLLOW THESE PROCEDURES WILL PREVENT YOU services (plus applicable taxes and gratuities) purchased on the Card.
FROM DEFENDING A TRANSACTION IN THE EVENT THAT IT IS CHARGED BACK • A clear description of the goods or services purchased by the Cardholder.
UNDER A CLAIM THAT THE RIGHTFUL CARDHOLDER DID NOT AUTHORIZE THE
• An imprint or other descriptor of you name, address, Merchant Account Number and, if
PURCHASE. ENTERING INFORMATION INTO A TERMINAL MANUALLY WILL NOT
applicable, store number.
PREVENT THIS TYPE OF CHARGEBACK. FOR MAIL, TELEPHONE, INTERNET AND
OTHER CARD NOT PRESENT ORDERS SEE SECTION 3.2; • The words “no refunds” if you have a no refund policy, and you return and/or cancellation
policies.
• Cardholder’s signature. However, eligible merchants participating in MasterCard’s Quick
Payment Service Program, Visa Easy Payment Program, American Express No Signature American Express No Signature.
Program, and Discover Network’s No Signature Program, and/or certain Discover Network You may participate in the American Express No Signature Program. The No Signature
transactions (see note below) are not required to obtain the Cardholder’s signature under Program allows establishments not to request a signature from Cardholders on the Sales
certain conditions set forth by each program; Draft. To qualify for the No Signature Program, both the establishment and each Charge
• Date of the transaction; must meet the following criteria:
• Amount of the transaction (including the approved currency of the sale); Establishment Criteria.
• Description of the goods and/or services involved in the transaction (if there are too many If your establishment is classified in an industry that accepts in-person Charges, then the
items, combine them into one description; e.g., “clothing” instead of “one pair of pants, establishment may participate in the No Signature Program with the exception of the
following categories:
one shirt”). Do not carry information onto a second Sales Draft;
• Merchants who do not conduct in-person Charges (i.e., internet, mail order or telephone
• Description of your merchandise return and Credit/refund policy;
order).
• A valid authorization code; and
• Prohibited transactions as set forth in Section 14.4 or illegal transactions or activity, as
• Merchant’s Doing Business As (“D/B/A”) name and location (city and state required) and described in Section 37.2.
Merchant Account Number.
• High Risk Merchants (e.g., establishments whose business type has had historically high
When imprinting Sales Drafts, do not alter the Cardholder account number, circle or occurrences of fraud and disputed charges with American Express or as compared to
underline any information on the Sales Draft or alter a Sales Draft in any way after the other similarly situated merchants (or both); examples include internet electronic
transaction has been completed and signed. Stray marks and other alterations on a Sales services or nightclubs/lounges) as determined by American Express in its sole discretion.
Draft may render it electronically unscannable, unreadable or illegible. This may result in • Merchants placed in our Fraud Full Recourse Program.
a Chargeback or Summary Adjustment to your account.
Charge Criteria:
For Discover Network sales using a paper Sales Draft (as opposed to Electronic Draft
• The amount or Charge must meet the threshold established in American Express’ country
Capture), the paper Sales Draft must also contain the initials of your representative or
specific policy.
employee that conducted the transaction. For Discover Network Credits, the Credit Draft
must contain the signature of your authorized representative or employee that conducted • The Charge Submission must include the appropriate indicator to reflect that the Card
the transaction. and the Cardholder were present at the point of sale.
Discover Card Sales in an amount more than $50.00 including sales taxes, tip, surcharge • The Charge Submission must include a valid approval.
and/or Cash Over amount are not eligible for treatment as No Signature Card Sales and you Under the No Signature Program, Chargebacks will not be exercised for such Charges based
may lose a dispute of such a Card Sale if the Merchant fails to obtain the Cardholder’s solely on the establishment’s failure to obtain the Cardholder’s signature at the point of sale.
Signature on the Sales Draft. If a disproportionate amount or a number of disputed Charges under the No Signature
Eligible merchants participating in Visa Easy Payment Service (“VEPS”) (Visa’s No Signature Program occur, you must cooperate to reduce the amount or number of disputed Charges.
Required Program), Quick Payment Service and/or Small Ticket are only required to provide If such efforts fail, you may be placed in American Express Chargeback programs (see
the Cardholder with the completed Sales Draft when requested by the Cardholder. American Express Card Organization Rules regarding “chargeback programs”), or your
establishment’s participation in the No Signature Program may be modified or terminated.
NOTE: For Visa, MasterCard and Discover Network transactions, if you are a merchant The established threshold for charges to qualify under the No Signature Program is $50.00
operating under certain merchant category codes (“MCC”) approved by Visa, MasterCard or less.
and Discover Network, you are not required to obtain the Cardholder’s signature so long
3.2. Mail / Telephone / Internet (Ecommerce) Orders and Other Card Not Pres-
as the full track data is transmitted in the authorization request and the sale amount is
ent Sales. You may only engage in mail/telephone/Internet orders provided they do not
below the applicable program floor limit (MasterCard/Discover/American Express is $50 or
exceed the percentage of your total payment Card volume reflected on your Application.
less. Visa’s program limit remains at $25 or less excluding U.S. grocery stores (MCC 5411)
Failure to adhere to this requirement may result in cancellation of your Agreement.
and discount stores (MCC 5310) where the limit has been raised to $50.
Merchants conducting Internet transactions using MasterCard or Visa Cards must have
For MasterCard, if you are operating vending machines under MCC 5499 (Miscellaneous special codes (an “Electronic Commerce Indicator”) added to their authorization and
Food Stores-Convenience Stores, Markets, Specialty Stores), you need not provide a receipt settlement records. Discover Network does not use an Electronic Commerce Indicator.
at the time a transaction is conducted. If a vending machine cannot provide a printed Failure to register as a merchant conducting Internet transactions can result in fines
receipt, you must disclose and post instructions advising customers how a receipt may be imposed by the Card Organizations.
obtained. Mail, Telephone, Internet and other Card Not Present transactions have a substantially
Sales Drafts for American Express Transactions. higher risk of Chargeback. Since you will not have an imprinted or magnetically swiped
You must create a Sales Draft for every Charge. For each Charge submitted electronically, transaction and you will not have the Cardholder’s signature on the Sales Draft as you would
you must create an electronically reproducible Sales Draft. The Sales Draft (and a copy of in a face-to-face transaction, you will assume all risk associated with accepting a
the customer’s receipt) must disclose your return and/or cancellation policies. mail/telephone/ Internet or other Card Not Present transaction. The following procedures,
If the Cardholder wants to use different Cards for payment of a purchase, you may create while they will not eliminate Chargebacks, are useful in reducing them and should be
a separate Sales Draft for each Card used. However, if the Cardholder is using a single Card followed by you:
for payment of a purchase, you shall not divide the purchase into more than one Charge, • Obtain the expiration date of Card.
nor shall you create more than one Sales Draft. • On the Sales Draft, clearly print the Cardholder’s account number; effective and expiration
• Submit the Charge to American Express directly, or through your Processor, for payment. dates; date of transaction; description of the goods and services; amount of the transaction
(including shipping, handling, insurance, etc.); Cardholder’s name, billing address and
• Retain the original Sales Draft (as applicable) and all documents evidencing the Charge,
shipping address; authorization code; and merchant’s name and address (city and state
or reproducible records thereof, for the timeframe listed in our country-specific policies.
required); provided, that you must effect PAN Truncation, and must not include the
• Provide a copy of the Sales Draft to the Cardholder. expiration date, on the copy of the Sales Daft or Credit Draft that you provide to the
You may be able to create more than one Sales Draft if the purchase qualifies for a delayed Cardholder, or as required by applicable law, the Sales Draft or Credit Draft you retain.
delivery Charge. The retention time frame for Sales Drafts is twenty-four (24) months from • For mail orders, write “MO”; for telephone orders, write “TO” on the Cardholder’s
the date you submitted the corresponding Charge to us. Pursuant to applicable law, truncate signature line.
the Card number and do not print the Card’s expiration date on the copies of Sales Drafts • If feasible, obtain and keep a copy of the Cardholder’s signature on file on a form
delivered to Cardholders. Truncated Card number digits must be masked with replacement authorizing you to submit telephone and mail order transactions.
characters such as “x,” “*” or “#,” and not blank spaces or numbers.
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• You should utilize the Address Verification Service for all Card Not Present Transactions American Express will not Chargeback for such charges based solely upon a Card- member
(see note below). Address Verification is specifically required for all Discover Network claim that he or she did not receive the disputed goods if you have:
Card Not Present Transactions, and if you do not receive a positive match through AVS, •Verified the address to which the goods were shipped was the Cardholder's full billing
you may not process the Discover Network Card Not Present Transaction. If you do not address.
have AVS, contact us immediately. • Provided proof of delivery signed by the Cardholder or an authorized signer of the Card
• You should obtain the 3- or 4 digit Card Validation Code number and include it with indicating the delivery of the goods or services to the Card- member's full billing address.
each authorization request. Discover Network Card Organization Rules specifically American Express will not be liable for actual or alleged fraudulent transactions over the
require that you submit the Card Validation Code with the authorization request for all internet and will have the right to Chargeback for those charges. For Internet Orders, you
Discover Network Card Not Present Transactions. must:
• For telephone orders, it is recommended that written verification of the sale be requested • Use any separate merchant numbers (seller ID) established for your internet orders in all
from the Cardholder (sent by mail or fax). of your requests for Authorization and Submission of charges.
• You may not submit a transaction for processing until after the merchandise has been • Provide us with at least one (1) month’s prior written notice of any change in your internet
shipped or the service has been provided to the customer. (The Card Organizations will address.
permit the immediate billing of merchandise manufactured to the customer’s • Comply with any additional requirements that American Express provides from time to
specifications [i.e., special/custom orders] provided the Cardholder has been advised of time. Additionally, if a disputed Charge arises involving a Card Not Present Charge that
the billing details.) is an internet electronic delivery Charge, American Express may exercise Chargeback for
• You should provide a copy of the Sales Draft to the Cardholder at the time of delivery. You the full amount of the Charge and place you in any of its Chargeback programs.
must also obtain proof of delivery of the goods or services to the address designated by When providing Proof of Delivery, a signature from the Cardholder or an authorized signer
the Cardholder (i.e., by getting a signature of the Cardholder or person designated by the of the Card is not required.
Cardholder through the delivery carrier). If the Cardholder visits one of your locations
3.2.1. Discover Network Protocol for InternetTransactions. Each Internet Discover
to receive the goods or services purchased, obtain an imprint of the card and the
Network Card transaction accepted by you and submitted to us shall comply with Discover
Cardholder’s signature.
Network standards, including, without limitation, Discover Network standards governing
• Notify the Cardholder of delivery time frames and special handling and/or cancellation the formatting, transmission and encryption of data, referred to as the “designated protocol.”
policies. Merchandise shipping dates must be within seven (7) days of the date You shall accept only those Internet Discover Network Card transactions that are encrypted
authorization was obtained. If, after the order has been taken, additional delays will be in accordance with the designated protocol. As of the date of these Operating Procedures, the
incurred (e.g., out of stock), notify the Cardholder and reauthorize the transaction. designated protocol for the encryption of data is Secure Socket Layer (SSL). We may, at our
• You may not require a Cardholder to complete a postcard or other document that displays discretion, withhold Settlement until security standards can be verified. However, the
the Cardholder’s account number in clear view when mailed. designated protocol, including any specifications with respect to data encryption, may
• If you accept orders via the Internet, your web site must include the following information change at any time upon thirty (30) days advance written notice. You shall not accept any
in a prominent manner: Internet Discover Network Card transaction unless the transaction is sent by means of a
– Complete description of the goods or services offered; browser which supports the designated protocol.
– Description of your merchandise return and Credit/refund policy; 3.3. Customer Service Telephone Numbers for Card types which are funded by
individual non-bank Card Organizations include:
– Customer service contact, including email address and/or telephone number;
American Express/ESA or Direct 1-800-528-5200
– Transaction currency (U.S. dollars, unless permission is otherwise received from Servicers);
American Express See Part III, Section A.5 – Cust. Service #
– Any applicable export or legal restrictions;
JCB, International 1-800-366-4522
– Delivery policy;
(ForYEN and CAD currency only)
– Consumer data privacy policy;
Voyager 1-800-987-6591
– A description of the transaction security used on your website;
WEX 1-800-492-0669
– The sale or disclosure of databases containing Cardholder account numbers, personal
Available 24 hours/day; 7 days/week.
information, or other Card transaction information to third parties is prohibited;
– Your identity at all points of interaction with the Cardholder; 4. Data Security
– Address of merchant including country; THE FOLLOWING IS IMPORTANT INFORMATION REGARDING THE PROTECTION
OF CARDHOLDER DATA. PLEASE REVIEW CAREFULLY AS FAILURE TO COMPLY
– Cancellation policy; and CAN RESULT IN SUBSTANTIAL FINES AND LIABILITIES FOR UNAUTHORIZED
– Date any free trial period ends. DISCLOSURE AND TERMINATION OF THIS AGREEMENT.
• You may not accept Card Account Numbers through Electronic Mail over the Internet. 4.1. Payment Card Industry Data Security Standards (PCI DSS). Visa, MasterCard,
NOTE: AVS (and other fraud mitigation tools such as Verified by Visa, MasterCard Secure Discover Network, JCB and American Express aligned data security requirements to create
Code, CVV2, CVC2 and CID verification) does not guarantee against Chargebacks, but a global standard for the protection of Cardholder data. The resulting Payment Card
used properly, it assists you in reducing the risk of fraud by confirming whether certain Industry Data Security Standards (PCI DSS) defines the requirements with which all entities
elements of the billing address provided by your customer match the billing address that store, process, or transmit payment card data must comply. PCI DSS is the name used
maintained by the Issuer. AVS also may help you avoid incurring additional interchange to identify those common data security requirements. The Cardholder Information Security
expenses. AVS is a separate process from obtaining an Authorization and will provide a Program (CISP) is Visa USA’s data security program, the Site Data Protection (SDP) program
separate response. A transaction may not match addresses when submitted for AVS and is MasterCard’s data security program, Discover Network Information Security and
still receive an Authorization. It is your responsibility to monitor the AVSresponses and use Compliance (DISC) is Discover Network’s data security program, and the Data Security
the information provided to avoid high-risk transactions. Operating Policy (DSOP) is American Express’ data security program, each based on the
American Express Internet Charges. PCI DSS and industry aligned validation requirements. PCI DSS compliance validation is
focused on Merchant Equipment (as defined below) where Cardholder data is processed,
For internet orders, you must use separate Merchant Account Numbers provided to you for
stored or transmitted, including:
internet orders on all your requests for Authorization and submission of charges, provide
at least one (1) month’s prior written notice of any change in your internet address, and • All external connections into your network (i.e., employee remote access, third party
comply with any additional requirements that may be added from time to time. Additionally, access for processing, and maintenance);
if a disputed Charge arises involving a Card Not Present Charge that is an internet electronic • All connections to and from the authorization and settlement environment (i.e.,
delivery Charge, a Chargeback may be exercised for the full amount. connections for employee access or for devices such as firewalls, and routers); and
Processing a Card Not Present Charge for American Express Transactions you • Any data repository outside of the authorization and settlement environment.
must: For the purposes of this Section 4, “Merchant Equipment” means any and all equipment you
• Submit the Charge to American Express; use in connection with Card authorization, clearing, completing, settling, transmitting or
For Card Not Present Charges, you must create a Sales Draft and ask the Cardholder to provide: other related processing, including, without limitation, all telecommunication lines and
wireless connections and software, systems, point-of-sale terminals, card readers,
• Card number;
merchandise and card scanners, printers, PIN pad devices and other hardware, whether
• Card expiration date; owned by you, Merchant Providers or other Persons used by you.
In addition, it is recommended that you ask for: The Card Organizations or we may impose fines or penalties, or restrict you from accepting
• Name as it appears on the Card, Cards if it is determined that you are not compliant with the applicable data security
• Cardholder’s billing address, and requirements. We may in our sole discretion, suspend or terminate Services under this
• Ship-to address, if different from the billing address. Agreement for any actual or suspected data security compromise. You agree that you will

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not request any Authorizations, submit any Sales Drafts or Credit Drafts until you have and/or Discover Network with the following information: (i) the date of breach; (ii) details
read and understood the PCI DSS, CISP, SDP and DISC for which you acknowledge we concerning the data compromised (e.g., account numbers and expiration dates, Cardholder
have provided you sufficient information to obtain, and you will be deemed to have done names and addresses, etc.); (iii) the method of such breach; (iv) your security personnel
so upon our receipt of your request or submission of any Authorizations, Sales Drafts or contacts; (v) the name of any person (including law enforcement) assisting you with your
Credit Drafts. investigation of such breach; and (vi) any other information which we reasonably request
from you concerning such breach, including forensics reports. You shall provide such
You must comply with the data security requirements described in this Section 4.1,
information as soon as practicable, and the items listed in (i)-(v) shall be provided to us in
including, without limitation, PCI DSS, SDP, CISP, DSOP and DISC, and any additional
any event within 48 hours of your initial notification to us of the breach.
Card Organization requirements applicable to payment applications and PIN transactions.
4.7. Merchant Providers. The data security standards set forth in this Section 4 also
Detailed information about PCI DSS can be found at the PCI DSS Council’s website:
apply to Merchant Providers. Before you engage any Merchant Provider, you must provide
www.pcisecuritystandards.org.
to us in writing (a) the Merchant Provider’s legal name, (b) contact information, and (c)
Detailed information about Visa’s CISP program can be found at Visa’s CISP website: intended function. You acknowledge and agree that you will not use, or provide Cardholder
www.visa.com/cisp. data access to, any Merchant Provider until you receive our approval and, if required,
Detailed information about MasterCard’s SDP program can be found at the MasterCard confirmation of our registration of that Merchant Provider with applicable Card
SDP website: www.mastercard.com/sdp. Organizations. You must ensure that you and Merchant Providers: (i) comply with the
Detailed information about DISC can be found at Discover Network’s DISC website: registration process which can involve site inspections, background investigations,
http://www.discovernetwork.com/merchants/data-security/disc.html. provision of financial statements, and any other information required by a Card
Detailed information about DSOP can be found at American Express’ DSOP website: Organization; (ii) comply with the periodic and other reporting required by a Card
www.americanexpress.com/datasecurity. Organization; and (iii) comply with all applicable Card Organization Rules, including
4.2. Data Security Requirements. You must comply with the data security require- without limitation, those requiring security of Cardholder data. You may allow Merchant
ments shown below: Providers access to Cardholder data only for purposes authorized under and in conformance
with the Card Organization Rules. You are responsible for all our costs and expenses
• You must install and maintain a secure network firewall to protect data across public associated with our review, approval, certification (and recertification as may be required
networks. by us or the Card Organization Rules) and registration of any Merchant Providers.
• You must protect stored data and data sent across networks, using methods indicated in
Your use of the Services, equipment, software, systems, materials, supplies or resources of
the PCI DSS.
third parties regarding your Card transactions processing, including, without limitation,
• You must use and regularly update anti-virus software and keep security patches up-to- Merchant Providers and any third party lessors or licensors, will not affect your obligations
date. under this Agreement to us which will apply to the same extent as if you had not used
• You must restrict access to data by business “need to know,” assign a unique ID to each them. We have no liability or responsibility to you or others regarding these third parties,
person with computer access to data and track access to data by unique ID. even if we referred them to you. These third parties are your agents, and you are solely
• You must not use vendor-supplied defaults for system passwords and other security responsible for (i) determining whether they can meet your needs and standards, (ii) their
parameters. actions, inactions and compliance with the terms of this Agreement and the Card
• You must regularly test security systems and processes. Organization Rules and (iii) any and all fees, costs, expenses and other obligations owed to
them by you or owed by them to us or to Card Organizations.
• You must maintain a policy that addresses information security for employees and
contractors. 4.8. Noncompliance Fees. If we have not received receipt of your validation of
compliance with your PCI DSS standards within the first 90 days of the date of the
• You must restrict physical access to Cardholder information.
Agreement, you will be charged a monthly non-receipt of PCI Validation fee as set forth in
• You may not transmit Cardholder account numbers to Cardholders for Internet the Application or as otherwise communicated to you, for the period beginning upon
transactions. expiration of the 90 day period, until such time as you are compliant or this Agreement is
• You cannot store or retain Card Validation Codes (three-digit values printed in the terminated, whichever comes first. This monthly non-receipt of PCI Validation fee is in
signature panel of most Cards, and a four-digit code printed on the front of an American addition to any and all other fees for which you are responsible related to your failure to be
Express Card) after final transaction authorization. compliant as required hereunder.
• You cannot store or retain Magnetic Stripe data, PIN data, chip data or AVS data. Only 4.9. Costs. If you or a Merchant Provider (or other Person used by you) are determined
Cardholder account number, Cardholder Name and Cardholder expiration date can be by any Card Organization, regardless of any forensic analysis or report, to be the likely
retained subsequent to transaction authorization. source of any loss, disclosure, theft or compromise of Cardholder data or Card transaction
• You must destroy or purge all Media containing obsolete transaction data with Cardholder information, or caused Cardholder data to be put at risk (together, “Compromised Data
information. Events”) and regardless of your belief that you have complied with the Card Organization
• You must keep all systems and Media containing Card account, Cardholder, or transaction Rules or any other security precautions and are not responsible for the Compromised Data
information (whether physical or electronic) in a secure manner so as to prevent access Event, you must promptly pay us for all related expenses, claims, assessments, fines, losses,
by, or disclosure to any unauthorized party. costs, and penalties and Issuer reimbursements imposed by the Card Organizations against
us (together, “Data Compromise Losses”). In addition to the foregoing, you must also pay
• For Internet transactions, copies of the transaction records may be delivered to
us promptly for all expenses and claims made by Issuers against us alleging your
Cardholders in either electronic or paper format.
responsibility for the Compromised Data Event, apart from any claim procedures
• You must use only services and Merchant Equipment that have been certified as PCI-DSS administered by the Card Organizations.
compliant by the Card Organizations.
4.3. Compliance Audits. You may be subject to ongoing validation of your compliance 5. Authorizations
with PCI DSS standards. Furthermore, we retain the right to conduct an audit at your Each authorization request you submit to us must fully comply with the applicable
expense, performed by us or a Person designated by us to verify your compliance, or that provisions of this Agreement. Submission of an authorization request that does not fully
of your agents or Merchant Providers, with security procedures and these Operating comply may result in assessment of additional fees to you, a declined authorization response
Procedures. or a Chargeback to you.
4.4. Immediate Notice Required. In the event that transaction data is known or An Authorization Approval Code only indicates the availability of Credit on an account at
suspected of having been accessed or retrieved by any unauthorized Person, you must contact the time the Authorization is requested. It does not guarantee or warrant that the person
us immediately, and in no event more than 24 hours after becoming aware of such activity. presenting the Card is the rightful Cardholder, the Charge is in fact valid or bona fide, nor
4.5. Investigation. You must, at your own expense (i) perform or cause to be performed is it a promise or guarantee that you will be paid for the Charge and not be subject to a
an independent investigation, including a forensics analysis performed by a certified Chargeback.
forensic vendor acceptable to us and the Card Organizations in accordance with Card You must obtain an Authorization Approval Code from us (or as authorized, pursuant to
Organization standards, of any data security breach of Card or transaction data, (ii) provide Section 5.4) for all transactions. A positive authorization response for MasterCard remains
a copy of the certified forensic vendor’s final report regarding the incident to us and the valid for seven (7) days for electronic processed transactions. For true paper merchants for
Card Organizations, (iii) perform or cause to be performed any remedial actions MasterCard and Visa transactions the Authorization remains valid for fourteen (14) days.
recommended by any such investigation, and (iv) cooperate with us in the investigation and A positive authorization response for Visa will remain valid for thirty (30) calendar days
resolution of any security breach. Notwithstanding the foregoing, if required by a Card from the date the Issuer provides the Authorization response for Card Sales in the car rental
Organization, we will engage a forensic vendor approved by a Card Organization at your Industry, airline and passenger railway industries, the lodging industry, and other travel
expense. You must cooperate with the forensic vendor so that it may immediately conduct MCCs including passenger transport and ten (10) days from the date of the Authorization
an examination of Merchant Equipment, and your and Merchant Providers’ procedures and response for Card Sales by Merchants in all other industries and MCCs. A positive
records and issue a written report of its findings. Authorization response for Discover Network transactions remains valid for ten (10) days
4.6. Required Information for Discover Network Security Breaches. For security for Non T&E transactions and thirty (30) days for T&E transactions. A positive
breaches involving Discover Network transactions and/or track data, you must provide us Authorization response for American Express Non T&E transactions are good for seven

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(7) days, American Express T&E transactions are good for thirty (30) days. Failure to obtain • On occasion, the Authorization Center will ask you to obtain identification from the
an Authorization Approval Code for a sales transaction may result in a Chargeback and/or Cardholder before issuing an approval code. If you are instructed to do so, clearly write
the termination of your Agreement. Authorization Approval Codes can be obtained through the appropriate identification source and numbers in the space provided on the Sales
your POS Terminal or a Voice Response Unit (“VRU”). Any fees related to authorizations Draft unless otherwise prohibited by law.
will be charged for a request for an Authorization Approval Code, whether or not the • If the sale is declined, please remember that our operators are only relaying a message
transaction is approved. from the Issuer. The fact that a sale has been declined should not be interpreted as a
Do not attempt to obtain an Authorization Approval Code provided by someone other than reflection of the Cardholder’s creditworthiness. The Cardholder should be instructed to
us except as described in Section 5.4. If a Cardholder or another service provider provides call the Issuer.
you with either an authorization number or with a telephone number for obtaining 5.3. Authorization via Electronic Devices.
authorizations, the Authorization Approval Code you receive may not be valid. Even if the • If you use an electronic terminal to obtain an Authorization Approval Code, all sales
transaction is initially processed and funded, it may be charged back at a later date. Also, should be authorized through this equipment. Authorizations through other methods
if you receive a purported Authorization Approval Code from someone other than us, we will result in additional charges to you.
will not have the supporting records and will be unable to verify that you received the
• If your terminal malfunctions, refer to your Quick Reference Guide, if necessary, or call
authorization if that is later questioned in a Chargeback.
the POS Help Desk. The problem will either be corrected promptly or may require
If you obtain Address Verification, you must review the AVS response separately from the terminal programming or replacement. During the period in which your terminal is not
authorization response and make your own decision about whether to accept the functioning, remember to check it periodically since most terminal problems are
transaction. A transaction can receive an Authorization Approval Code from the Issuer even temporary in nature and are quickly corrected.
if AVS is unavailable or reflects that the address provided to you does not match the billing
• If a terminal is moved or if wires are disconnected, causing malfunction, call the POS
address on file at the Issuer. If the authorized Cardholder disputes such a transaction, you
Help Desk immediately and follow their instructions. You may be responsible for any
will be responsible for the resulting Chargeback.
service charges incurred for reactivation of the terminal.
If you receive a Referral response to an attempted authorization, you may not submit the
• Until the terminal becomes operable, you must call your designated voice authorization
transaction without calling for and receiving a voice authorization. After receiving a Referral
toll free number and enter authorization information into the VRU using a touchtone
response you may not attempt another authorization on the same Card through your POS
phone. During this time, each transaction must be imprinted using a manual Imprinter
Terminal.
machine. Failure to obtain an Authorization Approval Code and to imprint these
If you fail to obtain an Authorization Approval Code or if you submit a Card transaction transactions could result in a Chargeback to your account.
after receiving a decline (even if a subsequent authorization attempt results in an
Authorization Approval Code), your transaction may result in a Chargeback and may be 5.4. Third Party Authorization System. If you have contracted with another
assessed fines or fees by the Card Organizations for which you will be responsible. These authorization network to obtain Credit Card authorization, i.e., your terminal can Split Dial,
currently range from $25 to $150 per transaction. To avoid these costs and related liability resulting from discrepancies with that network must be resolved between you and
Chargebacks, always obtain an Authorization Approval Code directly from your terminal that network. We will not research Chargebacks resulting from Authorization Approval
before submitting a transaction for settlement. Codes obtained from another authorization service organization. Such Chargebacks will be
passed through to you for resolution. If an authorization provided by a third party
For Cards other than MasterCard, Visa and Discover Network (e.g., American Express,
authorization system is challenged in a Chargeback, you must obtain proof (e.g., third party
etc.) or for check acceptance, you must follow the procedures for authorization and
authorization logs) from the authorization source and submit it to us within the time frame
acceptance for each. For American Express, you must obtain an Authorization Approval
specified on the Chargeback documentation.
Code except for charges under a floor limit. The Authorization must be for the full amount
of the Charge except for merchants that are classified in the restaurant industry. IF YOU CONTRACTED TO USE ONE OF OUR AUTHORIZATION SERVICES, DO NOT
USE ANOTHER THIRD PARTY SYSTEM WITHOUT NOTIFYING CUSTOMER SERVICE.
You may not attempt to obtain multiple authorizations for a single transaction. If a sale is
OTHERWISE, WE WILL BE UNABLE TO SUCCESSFULLY RESEARCH AND DEFEND
declined, do not take alternative measures with the same Card to obtain an approval of the
ANY AUTHORIZATION RELATED CHARGEBACKS ON YOUR BEHALF. THIS DELAY
sale from other authorization sources. Instead, request another form of payment. If you
WILL SIGNIFICANTLY DECREASE YOUR TIME TO RESEARCH AND PROVIDE PROOF
accept and process a transaction that was declined, or attempt multi-transactions and/or
OF AUTHORIZATION, THUS REDUCING YOUR OPPORTUNITY TO REVERSE A
multi-authorizations, you are subject to a Chargeback, Card Organization fines and/or
CHARGEBACK.
cancellation of your Agreement. Do not discuss reason for decline with a Cardholder rather
refer them to the customer service number on the back of the Card. If you utilize another authorization network, you will be responsible for the downgrade of
any transactions to a higher cost interchange that result from a mismatch of information to
For Visa, MasterCard and Discover transactions, automated fuel dispensers must ensure
our systems and those of third party authorization networks (see Section 19.1).
that completion messages are submitted for such Card transactions within 60 minutes of
the Authorization. If you use a third party authorization network, you must also comply with Section 4.7.
For Discover transactions, Merchants operating in the petroleum industry that conduct Call the following for other Card types:
Card Sales at Automated Fuel Dispensers (AFDs), may submit an Authorization Request for American Express/ESA or Direct 1-800-528-5200
$1.00 to verify the validity of the Card presented. Under such circumstances, you must JCB, International 1-800-522-9345
submit an Authorization Advice Message for the actual amount of the Card Sale within
(ForYEN and CAD currency only)
sixty (60) minutes of completion of fuel delivery regardless of whether you previously
received a Partial Authorization Response or a positive Authorization Response for any Voyager 1-800-987-6589
other amount. If you do not complete the Card Sale following receipt of an approved WEX 1-800-842-0071
Authorization Response for any amount, a request to cancel the Authorization Request Available 24 hours/day; 7 days/week.
must be submitted within sixty (60) minutes of the completion of fuel delivery. All approved sales authorized in this manner must be entered manually as “post
5.1. Card Not Present Transactions. You must obtain the 3- or 4 digit Card Validation authorization” transactions into the terminal, once the terminal becomes operational. All
Code (CVV2, CVC2, CID) and submit this Code with all authorization requests with Credit transactions must be entered into the terminal for data capture. You may be subject
respect to transactions where the Card is not present (e.g., telephone, mail or internet sales). to a Chargeback if you receive a Referral and subsequently receive an approval. To reduce
However, for recurring transaction authorizations you should submit the Card Validation the risk of such a Chargeback, the Card should be imprinted using a manual Imprinter
Code with the first authorization request only, and not with subsequent recurring machine. (For specific procedures on Electronic Data Capture, refer to the Terminal
transaction authorization requests. (See Section 1.7). NOTE: For each Card Not Present Operating Instructions/Users Guide.) If the terminal malfunctions for more than twenty-
Discover Network transaction, you must also verify the name and billing address of the four (24) hours, contact Customer Service for further instructions on processing your
Discover Network Cardholder using the Address Verification System (AVS), and if you do transactions.
not receive a positive match, do not process the Discover Network Card Not Present
5.5. Automated Dispensing Machines. Records must be produced for all transactions
transaction.
whose origin and data capture are automated dispensing machines or Limited Amount
5.2. Authorization viaTelephone (OtherThanTerminal/ Electronic Device Users). Terminals. Records should include the Cardholder account number, merchant’s name,
• Call your designated voice authorization toll free number and enter the authorization terminal location, transaction date and amount.
information into the VRU using a touch tone phone or hold for an authorization 5.6. Pre-Authorization forT&E (Travel & Entertainment) and Restaurant Merchants.
representative. If you are a business engaged in providing travel and/or entertainment services (e.g., car
• If advised to pick up a Card, use reasonable and peaceful means to do so, and do not take rentals, hotels, motels, etc.) or a restaurant business, and engage in the practice of “pre-
any action that will alarm or embarrass the Card presenter. You will bear all responsibility Authorization” you must comply with the following general procedures:
for claims, liabilities, costs and expenses as a result of any action by you, your employees, • A hotel, motel, or car rental merchant may obtain an estimated Visa, MasterCard or
vendors or agents, that attempt to retain a Card without the Issuer’s direct request or Discover Network authorization at the time of check-in.
failure to use reasonable, lawful means in retaining or attempting to retain the Card.
Forward the Card to: Attn: Rewards Department, P.O. Box 5019, Hagerstown, MD 21740. • Restaurants must not add an estimated tip amount to the authorization request beyond
You may be paid a reward for the return of the Card. the value of the goods provided, or services rendered, plus any applicable tax.

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• You must notify the Cardholder of the dollar amount you intend to “Pre-Authorize.” 6. Submission/Deposit of Sales Drafts and Credit Drafts
• If the customer decides to use another form of payment (e.g., cash, check, etc.) you must 6.1. Submission of Sales for Merchants OtherThanYour Business. You may present
promptly call the Voice Authorization Response Unit to delete the authorization hold. for payment only valid charges that arise from a transaction between a bona fide Cardholder
Provide the Cardholder’s account number, original dollar amount and date of the and your establishment. If you deposit or attempt to deposit transactions that arise from
transaction, and the authorization code. If a new transaction takes place, a new imprinted sales between Cardholders and a different business than the one approved by us in our
and signed Sales Draft for the exact amount and a new authorization code for that amount Agreement with you, then the transaction may be charged back, we may suspend or debit
must be obtained. funds associated with all such transactions, and we may immediately terminate your
• VEHICLE RENTAL PROVIDERS MAY NOT INCLUDE POTENTIAL VEHICLE DAMAGE account and the Agreement.
OR INSURANCE DEDUCTIBLES IN ANY PREAUTHORIZATIONS. 6.1.1. Factoring. Factoring is considered merchant fraud and strictly prohibited.
• If you receive a decline on a transaction, you must wait twenty-four (24) hours before Factoring is the submission of authorization requests and/or Sales Drafts by a merchant for
attempting to reauthorize. If you reauthorize prior to this time frame and receive an Card transactions transacted by another business. If you submit Sales Drafts on behalf of
approval, you may be subject to a Chargeback and a fine imposed by the Card another person, you will suffer any losses associated with the disputes of any such Sales
Organizations. Draft and/or transaction. Also if any fraud is involved, you could face criminal prosecution.
• Hotels, motels, and car rental merchants are allowed up to a 15% variance above the 6.2. Timeliness. In order to qualify for the lowest interchange Discount Rate, all Sales
amount authorized. If the final amount charged to the Cardholder exceeds the original and Credit Drafts must be properly completed and submitted daily. If you have not received
estimate by more than 15% above the preauthorization, you must authorize any additional payment for submitted Sales Drafts after one (1) week from your normal payment date,
amounts, and all incremental authorization codes must be written in the authorization area contact Customer Service. Late Submission of Sales or Credit Drafts may result in increased
along with the date of authorization and the amount authorized. interchange rates or fees or in a Chargeback to you.
• Pre-Authorization for certain establishments, are allowed up to a 20% (instead of 15%) 6.3. Mail / Branch Deposit Procedures. Complete the appropriate summary form
variance above the amount authorized. If the final amount exceeds the amount designated for your use. Imprint the completed summary with your Merchant Identification
“preauthorized” by more than 20%, you must authorize the additional amount. Estimating Card, if applicable, and sign it. Please do not staple or clip Sales Drafts together or to
the Authorization amount to include a tip is prohibited. The authorization request should summary forms. This will distort the Cardholder’s account number and may result in a
include only the amount associated with the bill presented to the consumer. Summary Adjustment or Chargeback to you. Mail your deposits daily to us, or, if your
• You should obtain an authorization for the initial estimated charges and then monitor Agreement allows deposit at a local bank branch, you must make daily deposits.
the charges to ensure that the actual charges made do not exceed the estimated charges. If Do not send us the merchant copies (which are for your records); submit only the Bank hard
the actual charges exceed the amount of the initial estimated authorization (and any copies of the transactions. If merchant copies are submitted, they will be returned to you
subsequent estimated authorizations), then you must secure a positive authorization for unprocessed.
the additional amount. NOTE: Subsequent authorizations should only be for the additional 6.4. Electronic Merchants: Daily Batching Requirements & Media Submission.
amount of total charges and not include amounts already authorized. Batches must be transmitted to us by the time indicated in Section A.2. of Part III, of this
• The estimated amount of any pre-authorization for lodging accommodations must be Agreement) in order to be processed on the date of transmission. Additionally, if you deposit
based on (i) the intended length of stay; (ii) the room rate; (iii) applicable taxes and service via magnetic tape, electronic transmissions, or Electronic Data Capture terminal, and have
charges; and (iv) other miscellaneous charges as dictated by experience. contracted to send the actual Sales Drafts and Credit Drafts to us for imaging and retrieval,
• If an authorization request is declined, no charges occurring after that date will be the Media must be batched daily by register/terminal following the procedures below.
accepted for that Cardholder. Failure to do so may result in a processing fee and/or a Chargeback due to our inability to
retrieve the Media as requested by the Issuer.
• You do not need to obtain a final authorization if the total sum of charges (the final
amount) does not exceed 120% of the previously authorized charges. You must record the • A register/terminal Batch header form must be filled out for each Batch of Media.
dates, authorized amounts, and their respective Authorization Approval Codes on the Sales • The Batch header must be imprinted with your Merchant Identification Card, and all
Draft(s). areas completed properly (i.e., Batch number, date, amount, number of items, etc.).
5.7. Discover Network Procedure for Request for Cancellation of Authorization. • The Batch/deposit total must match to the settled/reconciled amount displayed on the
If a Discover Network Card sale is cancelled or the amount of the transaction changes terminal upon closing the Batch.
following your receipt of authorization for the sale, you must call your Authorization Center • Any discrepancies between the actual Media and electronic display must be reconciled and
directly and request a cancellation of the authorization. An authorization may be cancelled corrected before storing the Media (for merchants who contract to hold their Media) or
at any time within ten (10) days of your receipt of the authorization, but must be cancelled before sending us the copies of the deposit. Otherwise, transactions may appear to be a
before the sales data relating to the transaction is submitted to us, after which the new Submission and may be manually keyed (causing duplicate billing to Cardholders
authorization cannot be changed. For an authorization cancellation, you must provide us and resulting in Chargebacks) or we may not be able to retrieve an item when requested
with the following information, in this order: by the Issuer.
• The Discover Network Merchant Account Number used in the authorization; • It is your responsibility to ensure that the actual Media is batched correctly and,
• The Card number; depending on the terms of your Agreement, either stored at your location or sent to
• The original amount of the authorization being cancelled; Processor. (In some cases, the actual Media is sent daily to your head office, and forwarded
to Processor for imaging.)
• The new amount of the total transaction (if any);
• You must confirm that your equipment has transmitted your Batches to us at least once
• The original authorization code for the authorization being cancelled; daily. Even if your equipment is designed or programmed to close and submit Batches
• The expiration date of the Card; and without your intervention, it is ultimately your responsibility to confirm that the Batches
• A brief reason for the authorization cancellation. have been transmitted to us for processing.
5.8. Partial Authorization and Authorization Reversal. Partial authorization provides 7. Settlement
an alternative to a declined transaction by permitting an Issuer to return an authorization Except as otherwise set forth in this Program Guide, Your funds for MasterCard/Visa/
approval for a partial amount, an amount less than the transaction amount requested by the Discover Network and American Express transactions will ordinarily be processed and
merchant when the available card balance is not sufficient to approve the transaction in transferred to your financial institution within two (2) Business Days from the time a Batch
full. The Cardholder is able to use up the remaining funds on the card and select another is received by Processor if your financial institution is the Bank. If your financial institution
form of payment (i.e., another payment card, cash, check) for the remaining balance of the is not the Bank, your MasterCard/Visa/Discover transactions will ordinarily be processed via
transaction. For MasterCard transactions, partial authorization is optional for batch the Federal Reserve within two (2) Business Days from the time a Batch is received by
authorized e-commerce transactions, mail order, telephone order transactions and recurring Processor. The Federal Reserve will transfer such amounts to your financial institution.
payment transactions. For Discover transactions, partial Authorization support is optional
If you have been classified by Discover Network as having a Discover Direct Strategic
for Card Not Present transactions. If you support partial authorizations, a partial
authorization indicator must be included in each authorization request. It is a requirement Relationship with Discover Network, we will not acquire your Discover Network
for all U.S. and U.S. Territory merchants that provide cash-back at Point of Sale to support transactions and they will be subject to your agreement with Discover Network.
Visa Partial Authorization. You acknowledge and agree that if we have not agreed to or do not acquire transactions for
An authorization reversal must be submitted if the authorization is no longer needed, a any Card type (i) we have no liability or responsibility whatsoever for the settlement of or
partial amount of the total authorized is submitted for the settled transaction, or the disputes regarding those transactions and (ii) you will pursue directly with the related Card
Cardholder elects not to complete the purchase. The transaction sent for settlement must Organization all claims and disputes regarding those transactions. You agree to pay us for
be no more than the amount approved in the partial authorization response. In the event per item processing, authorization and other fees in the Application for any non-acquired
that you wish to support the partial authorization functionality, you must contact Processor transaction services you receive from us. For the avoidance of doubt, with respect to the
for additional rules and requirements. An authorization reversal may only be submitted if payments you have elected to accept on your Merchant Processing Application, you
authorize us to submit Card transactions to, and receive settlement for such transactions
the transaction has not settled. Once the transaction has settled, only a Credit or refund can
occur. from, the applicable Card Organizations on your behalf.

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 Return Policy recommendations.
8. Refunds/Exchanges (Credits)
8.1. Refunds. Provide clear return instructions for your customers, including the following information:
• You must promptly complete and submit a Credit Draft for the total amount of the Credit, • Customer service telephone number.
which must include the following information: • Reference number for the return.
– The account number and expiration date; • Expected processing time for the Credit.
– The Cardholder’s name; • Return address, preferably on a pre-formatted shipping label (if applicable).
– Your name, city, state and Merchant Account Number; You must submit all Credits to us within seven (7) days of determining that a Credit is due.
– A description of the goods or services; Cancellation Policy Recommendations.
– The transaction date of the Credit; •Provide document cancellation policy and terms and conditions on the contract the
Cardholder signs, or on your website, as applicable.
– The total amount of the Credit; and
•Provide Cardholder with a cancellation number that can be tracked in your records.
– For Discover Network transactions, the approved currency used and the signature of
American Express Return Policy For Prepaid Products.
your authorized representative or employee.
If your return policy for the purchase of prepaid products is different from your standard
• You cannot process a Credit transaction that does not correspond to a previous transaction
return policy, you must ensure that such prepaid product-specific return policy is clearly
on the original Sales Draft.
disclosed to the Cardholder at the time of purchase in accordance with applicable law and
• Full refunds must be for the exact dollar amount of the original transaction including also coded to print on all receipts and copies of Sales Drafts you provide to Cardholders.
tax, handling charges, etc. (You must identify the shipping and handling charges 8.2. Exchanges.
incurred.) The refund amount may not be for more than the original Card sale amount.
• No additional paperwork is necessary for an even exchange. Just follow your standard
• All dollar amounts and other handwritten information must be clearly written. (Stray company policy.
marks on the Credit Draft will render it unscannable/illegible.)
• For an uneven exchange, complete a Credit Draft (follow the procedures outlined in
• Do not circle or underline any information on the Credit Draft. Section 8.1) for the total amount of only the merchandise returned. The Cardholder’s
• Imprint the Credit Draft with the same Card used by the Cardholder to make the original account will be credited for that amount. Then, complete a new Sales Draft for the total
purchase when applicable. You should not credit an account that differs from the account amount of any new merchandise purchased.
used for the original transaction.
• Never give cash or check Credit refunds for Card sales. 9. Retention of Records For Retrievals and Chargebacks
• Have the Cardholder sign the Credit Draft, give the Cardholder the appropriate copy, and 9.1. Retain Legible Copies.
deposit the Credit Draft immediately. Failure to process a Credit within five (5) calendar For Visa: You must securely retain legible copies of all Sales Drafts and Credit Drafts or any
days may result in a Chargeback. other transaction records for a period of thirteen (13) months from the date of each
• Authorization is not required for Credits. transaction and a period of five (5) years for the retention of healthcare Sales Drafts and Credit
Drafts. The Sales Drafts you retain must comply with all requirements (see Section 3.1).
• You cannot intentionally submit a sale and an offsetting Credit at a later date solely for
For MasterCard: You must securely retain legible copies of all Sales Drafts and Credit Drafts
the purpose of debiting and crediting your own or a customer’s account.
or any other transaction records for a period of thirteen (13) months from the date of each
• You are responsible for paying all refunds submitted to us on your merchant account. We transaction and a period of five (5) years for the retention of healthcare Sales Drafts and Credit
assume no responsibility for verifying any Credits or refunds. Drafts. The Sales Drafts you retain must comply with all requirements (see Section 3.1).
• Do not process a Credit transaction once a Chargeback is received. Credits issued after a For Discover Network: You must securely retain legible copies of all Sales Drafts and Credit
Chargeback has been received may not be recoverable and the merchant would be Drafts or any other transaction records for the longer of (i) 365 days or (ii) the resolution
financially responsible for the credit as well as the Chargeback. of any pending or threatened disputes, claims, disagreements or litigation involving the
• YOU ARE RESPONSIBLE TO SECURE YOUR TERMINALS AND TO INSTITUTE Card transaction. You must also keep images or other copies of Sales Drafts for no less than
APPROPRIATE CONTROLS TO PREVENT EMPLOYEES OR OTHERS FROM three (3) years from the date of the Discover Network transaction.
SUBMITTING CREDITS THAT DO NOT REFLECT BONA FIDE RETURNS OR For American Express: You must submit the Credit to American Express directly, or through
REIMBURSEMENTS OF PRIOR TRANSACTIONS. your Processor, for payment. You must securely retain legible copies of all Sales Drafts and
8.1.1 Processing a Credit for American ExpressTransactions. Credit Drafts or any other transaction records for 24 months from the date you submitted
the corresponding Credit to us. You must also provide a copy of the Credit Draft to the
These are additional requirements for a Credit for purchases or payments made on an
Cardholder or as required by applicable law, truncate the Card Number and do not print the
American Express Card.
Card’s expiration date on copies of Credit Drafts delivered to the Cardholder.
To issue a Credit, you must:
9.2. Provide Sales and Credit Drafts. You must provide all Sales Drafts and Credit Drafts
1. Compare the last four digits on the Sales Draft against the Card presented (when or other transaction records requested by us within the shortest time limits established by
applicable). Card Organization Rules. You are responsible for any deficiencies in Card transaction data
2. Have the Cardholder sign the Credit Draft (when applicable). transmitted or otherwise delivered to us.
3. Provide a copy of the Credit Draft to the Cardholder. 10. Chargebacks, Retrievals and Other Debits
You must not issue a Credit when there is no corresponding Charge, nor issue a Credit in 10.1. Chargebacks.
exchange for cash or other consideration from a Cardholder. You must submit all Credits 10.1.1. Generally. Both the Cardholder and the Issuer have the right to question or
under the establishment where the Credit originated. A Credit must be issued in the dispute a transaction. If such questions or disputes are not resolved, a Chargeback may
currency in which the original Charge was submitted to us. You must issue Credits to the occur. As a result, we will debit your Settlement Account or settlement funds for the amount
Card used to make the original purchase; however, if the Credit is for the return of a gift by of each Chargeback. It is strongly recommended that, whenever possible, you contact the
someone other than the Cardholder who made the original purchase, apply your usual Cardholder directly to resolve a disputed transaction or Chargeback, unless the dispute
refund policy. involves a Discover Network Cardholder, in which case Discover Network rules and
If the Cardholder indicates that the Card on which the purchase was originally made is no regulations expressly prohibit you from contacting the Discover Network Cardholder
longer active or available, do the following: regarding the dispute. You are responsible for all Chargebacks, our Chargeback fees, and
• For all Cards except Prepaid Cards, advise the Cardholder that you must issue the Credit related costs arising from your transactions.
to that Card. If the Cardholder has questions, advise him or her to call the customer 10.1.2. Transaction Documentation Requests. In some cases, before a Chargeback is
service number on the back of the Card in question. initiated, the Issuer will request a copy of the Sales Draft, via a request for transaction
• If the inactive or unavailable Card is a Prepaid Card, apply your usual refund policy for documentation. We will forward the request to you. You must respond to the request within
the time frame and manner set forth in the request. We will then forward your response to
returns.
the Issuer. If you fail to timely respond, we will so notify the Issuer and a Chargeback may
If you issue a Credit, American Express will not refund the discount or any other fees or result. Upon receipt of a transaction documentation request, immediately retrieve the
assessments previously applied on the corresponding Charge. The discount on Chargebacks requested Sales Draft(s) using the following guidelines:
will not be refunded.
• Make a legible copy, centered on 8-1/2 x 11-inch paper (only one (1) Sales Draft per
Your return and cancellation policies must be fair and clearly disclosed at the time of sale page).
in compliance with applicable law. Your policies must be conveyed to the Cardholder prior • Write the ‘case number’ from the request for transaction documentation on each
to completion of the Charge and printed on a copy of a receipt or Sales Draft. Your refund copy/page.
policy for purchases on the American Express Card must be at least as favorable as your
• If applicable, make copies of a hotel folio, car rental agreement, mail/phone/internet
refund policy for purchases made with other payment products or other payment methods.
order form, or other form of receipt.
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• If a Credit transaction has been processed, a copy of the Credit Draft is also required. Due to Card Organization Rules, you may not re-bill a Cardholder after a Chargeback is
received for that transaction, even with Cardholder authorization.
• Letters are not acceptable substitutes for Sales Drafts.
We strongly recommend that you include a detailed rebuttal letter along with all pertinent
• Fax or mail legible copies of the Sales Draft(s) and Credit Drafts, if applicable, to the fax
documents when responding to a transaction request or a Chargeback notification (e.g., rental
number or mail address provided on the request form.
agreement, imprinted portion of the invoice or Sales Draft; the portion signed by the
• If you fax your response, please set your fax machine to print your fax number and name Cardholder; and the area where the authorization codes, with amounts and dates, are located).
on the documents that you send. We can use this information to help determine where the
Due to the short time frames and the supporting documentation necessary to successfully
documentation received originated from should additional research be required.
(and permanently) reverse a Chargeback in your favor, we strongly recommend the
• Additionally, please set the scan resolution on your fax machine to the highest setting. The following:
higher resolution setting improves the clarity of characters and graphics on the
• Avoid Chargebacks by adhering to the guidelines and procedures outlined in these
documentation transmitted and helps reduce the number of illegible fulfillments and/or
Chargebacks. Operating Procedures.
If we do not receive a clear, legible and complete copy of the transaction documentation • If you do receive a Chargeback, investigate, and if you dispute the Chargeback, submit the
within the timeframe specified on the request, you may be subject to a Chargeback for appropriate documentation within the required time frame.
“non-receipt” for which there is no recourse. • Whenever possible, contact the Cardholder directly to resolve the dispute, unless the
A handling fee may be charged by the Issuer and will be debited from your Settlement dispute relates to a Discover Network Cardholder, in which case direct contact with the
Account or settlement funds if, a transaction documentation request results from a Discover Network Cardholder regarding the dispute is prohibited by Discover Network
difference in the following information on the Sales Draft and the transmitted record: Card Organization Rules.
Merchant name or an incorrect city, state, foreign country and/or transaction date. • If you have any questions, call Customer Service.
10.1.3. Chargeback Process. Regardless of whether you respond to a transaction 10.1.4. Chargeback Reasons. This section outlines the most common types of
documentation request, a Chargeback may be debited to your Settlement Account for Chargebacks. This list is not exhaustive. For ease of understanding, we have combined like
numerous reasons (see below). If the Issuer submits a Chargeback, we will send you a Chargebacks into six groupings. We have included recommendations on how to reduce the
Chargeback notification, which may also include a request for transaction documentation. risk of Chargebacks within each group. These are recommendations only, and do not
Due to the short time requirements imposed by MasterCard, Visa, Discover Network guarantee that you will be able to prevent Chargebacks.
and American Express, it is extremely important that you respond to a Chargeback 1. Authorization Issues: Proper Authorization procedures were not followed and valid
notification and transaction documentation request within the time frame set forth Authorization was not obtained.
in the notification. Do not process a Credit transaction once a Chargeback is received; the The following scenarios could cause an Authorization Related Chargeback
Issuer will credit the Cardholder’s account. Credits issued after a Chargeback has been to occur:
received may not be recoverable and you may be financially responsible for the Credit as
• Authorization not obtained.
well as the Chargeback. If the information you provide is both timely and, in our sole
discretion, sufficient to warrant a representment of the transaction and/or reversal of the • Authorization was declined.
Chargeback, we will do so on your behalf. However, representment and/or reversal is/are • Transaction processed with an expired card and Authorization was not obtained.
ultimately contingent upon the Issuer and/or Cardholder accepting the transaction under • Transaction was processed with an invalid account number and Authorization was not
applicable Card Organization guidelines. Representment or reversal is not a guarantee that obtained.
the Chargeback has been resolved in your favor.
• Card Recovery Bulletin (CRB) or Exception File was not checked (transactions below
For Visa Chargebacks: If we reverse the Chargeback and represent the transaction to the floor limit).
Issuer, the Issuer, at its sole discretion, may elect to submit the matter for arbitration before
To reduce your risk of receiving an Authorization Related Chargeback:
Visa. Visa currently charges a $250 filing fee and a $250 review fee. You will be responsible
for all such fees and charges whether or not a decision is made in your favor, and any other • Obtain valid Authorization on the day of the transaction.
applicable fees and charges imposed by Visa, as they may change from time to time. Such – Card Present Transactions-Authorization must be obtained on the transaction date for
fees and charges will be debited from your Settlement Account or settlement funds, in the amount settled.
addition to the Chargeback. – Card Not Present Transactions-Authorization must be obtained on the transaction date
For MasterCard Chargebacks: If we reverse the Chargeback and represent the transaction for the amount settled. However, if merchandise is being shipped, Authorization must
to the Issuer, the Issuer, at its sole discretion, may elect to resubmit the Chargeback. In be obtained within seven calendar days of the transaction ship date.
such event, at the discretion of Processor, we will debit your Settlement Account or • If a declined response is received, then request another form of payment from the
settlement funds for the Chargeback. However, if you feel strongly that it is an invalid Cardholder.
Chargeback, we may, on your behalf and at your request, submit the matter for arbitration
• If a Referral response is received, then follow proper voice procedures to obtain a valid
before MasterCard. MasterCard currently charges a $150 filing fee and a $250 review fee.
Authorization and obtain an imprint of the card.
You will be responsible for all such fees and charges whether or not a decision is made in
your favor and any other applicable fees and charges imposed by MasterCard as they may • “Pick-up” response indicates that the Issuer is requesting for the card to be retained and
change from time to time. Such fees and charges will be debited from your Settlement returned back to them. The Card should not be accepted for payment. Additionally, you
Account or settlement funds, in addition to the Chargeback. can choose to retain the Credit Card and return it to the Acquirer.
For Discover Network Chargebacks: If Discover Network rejects our representment request • Merchants should not exceed any predetermined thresholds for specific terminal types as
and you feel strongly that the Chargeback is invalid, we may, at the discretion of Processor specified by each Card Organization.
and on your behalf and at your request, submit the matter for dispute arbitration before 2. Cancellations and Returns: Credit was not processed properly or the Cardholder has
Discover Network. Discover Network charges fees for representment requests and an cancelled and/or returned items.
arbitration fee as published in their fee schedule. The following scenarios could cause a Cancellation and Return Related
For American Express Chargebacks: You may request a Chargeback reversal if the Chargeback to occur:
Chargeback was applied in error. In order for us to consider your request, you must have • Cardholder received damaged or defective merchandise.
responded to the original inquiry within the specified timeframe set forth in your dispute • Cardholder continued to be billed for cancelled recurring transaction.
notification, and provide all supporting documentation to substantiate the error.
• Credit transaction was not processed.
If the Chargeback is not disputed within the applicable time limits set forth by MasterCard,
Visa, Discover Network and American Express rules and regulations, reversal rights are To reduce your risk of receiving a Cancellation and Return Related Chargeback:
forfeited. Our only alternative, for Visa and MasterCard non-fraud Chargeback reason codes, • Issue Credit to the Cardholder for the same account as the purchase in a timely manner.
is to attempt a “good faith collection” from the Issuer on your behalf. This process can take – Do not issue Credit to the Cardholder in the form of cash, check or in-store/
up to six (6) months and must meet the Issuer’s criteria (e.g., at or above a set dollar amount). merchandise Credit as we may not be able to recoup your funds in the event the
Good faith collection attempts are not a guarantee that any funds will be collected on your transaction is charged back.
behalf. Issuers normally charge good faith collection fees, which are deducted from the • Ensure customers are fully aware of the conditions for recurring transactions. Cancel
transaction amount if accepted in addition to any processing fees that are charged by us. recurring billings as soon as notification is received from the Cardholder or as a
NOTE: Discover Network and American Express do not offer good faith collection for Chargeback, and Issue the appropriate Credit as needed to the Cardholder in a timely
Acquirers. manner.
MasterCard and Visa Card Organization Rules require that a merchant make a good faith • Pre-notify the Cardholder of billings within 10 days (Domestic) and 15 (International)
attempt and be willing and able to resolve any disputes directly with the Cardholder. prior to billing, allowing the Cardholder time to cancel the transaction.
Discover Network rules and regulations, however, prohibit you and/or us from contacting • Provide proper disclosure of your refund policy for returned/cancelled merchandise, or
the Cardholder directly regarding dispute(s) or any other matter, except as required for services to the Cardholder at the time of transaction in accordance with applicable law.
acceptance of Discover Network transactions, and require you and/or us to submit any
responses to dispute notices directly to Discover Network. – Card present, Cardholder signed the Sales Draft containing disclosure.

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• If applicable, the words “NO EXCHANGE, NO REFUND,” etc. must be clearly printed • Cardholder received merchandise that was defective, damaged, or unsuited for the
in 1/4-inch lettering on the Sales Draft near or above the Cardholder signature. purpose sold, or did not match the description on the transaction documentation/verbal
description presented at the time of purchase.
– Ecommerce, provide disclosure on website on same page as check out requiring
Cardholder to click to accept prior to completion. • Cardholder paid with an alternate means and their Card was also billed for the same
transaction.
– Card Not Present, provide cancellation policy at the time of the transaction.
• Cardholder cancelled service or merchandise and their Card was billed.
– Provide cancellation numbers to Cardholder’s when lodging services are cancelled.
• Cardholder billed for a transaction that was not part of the original transaction document.
• Ensure delivery of the merchandise or services ordered to the Cardholder.
• The Cardholder claims to have been sold counterfeit goods.
3. Fraud: Transactions that the Cardholder claims are unauthorized; the account number
• The Cardholder claims the terms of sale were misrepresented by the merchant.
is no longer in use or is fictitious, or the merchant was identified as “high risk.”
To reduce your risk of receiving a Cardholder Dispute Related Chargeback:
The following scenarios could cause a Fraud Related Chargeback to occur:
• Provide Services or Merchandise as agreed upon and described to the Cardholder; clearly
• Multiple transactions were completed with a single card without the Cardholder’s
indicate the expected delivery date on the sales receipt or invoice.
permission.
• Contact the Cardholder in writing if the merchandise or service cannot be provided or is
• Counterfeit card was utilized and proper acceptance procedures were not followed. delayed, and offer the Cardholder the option to cancel if your internal policies allow.
• Authorization was obtained; however, full track data was not transmitted. • In the event that the Cardholder received defective merchandise or the merchandise
• Cardholder states that they did not authorize or participate in the transaction. received was not as described; resolve the issue with the Cardholder at first contact.
NOTE: Visa Fraud Chargebacks: Chargeback representment rights do not exist if you failed • If the merchandise is being picked up by the Cardholder, have them sign for the
to fulfill a retrieval request and/or provide a sales slip that contains all required data merchandise after inspection that it was received in good condition.
elements. To preserve Chargeback representment rights, respond to all retrieval requests • Do not Charge the Cardholder until the merchandise has been shipped, ship according
with a clear legible copy of the transaction document that contains all required data to the agreed upon terms and obtain signed Proof of Delivery from the Cardholder.
elements within the required timeframe that is specified by the retrieval request.
• If unable to provide services or merchandise, issue a Credit to Cardholder in a timely
To reduce your risk of receiving a Fraud Related Chargeback: manner.
Card Present Transactions: • Accept only one form of payment per transaction and ensure the Cardholder is only billed
Pre-notify the Cardholder of billings within ten (10) days once per transaction.
• American Express customers have the option to receive written notification of the • Do not bill Cardholder for loss, theft or damages unless authorized by the Cardholder.
recurring transaction at least (10) days prior to submitting, or any time the Charge • Ensure that a description of the service or merchandise provided is clearly defined.
amount exceeds a maximum amount that has been set by the cardholder. 5. Processing Errors: Error was made when transaction was processed or it was billed
• Obtain an Authorization for all transactions. incorrectly.
• If you are utilizing an electronic device to capture card information, swipe, dip or wave The following scenarios could cause a Processing Error Chargeback to occur:
all Card transactions through your electronic authorization device to capture Cardholder • Transaction was not deposited within the Card Organization specified timeframe.
information. When applicable ensure the displayed Cardholder number matches the
• Cardholder was issue a Credit Draft; however, the transaction was processed as a sale.
number on the Card.
• Transaction was to be processed in a currency other than the currency used to settle the
• If you are unable to electronically capture the Card or if a Referral response is received,
transaction.
imprint the Card using a valid imprinting device that will capture the embossed Card
and merchant information. Do not alter the imprint on the draft in any way. Manually • The account number or transaction amount utilized in the transaction was incorrectly
entering the information into the terminal does not protect you from this type of entered.
Chargeback. All pertinent information relating to the transaction must be written on the • A single transaction was processed more than once to the Cardholder’s account.
manually imprinted draft (transaction date, dollar amount, authorization code and • Cardholder initially presented Card as payment for the transaction; however Cardholder
merchandise description) along with the Cardholder signature. decided to use an alternate form of payment.
NOTE: Do not imprint on the back of a signed Sales Draft. The imprint must be on the • Limited amount or self-service terminal transaction was processed for an amount which
transaction document that contains all transaction elements to prove the Card was present is over the pre-determined limit.
at the time of the transaction. To reduce your risk of receiving a Processing Error Related Chargeback:
• Obtain the Cardholder signature for all transactions; ensure the signature on the Sales • Process all transactions within the Card Organization specified timeframes.
Draft matches the signature on the back of the Card. • Ensure all transactions are processed accurately and only one time.
• Process all transaction one time and do not Batch out transactions multiple times. NOTE: In the event that a transaction was processed more than once; immediately issue
• Educate staff on procedures to eliminate point of sale (POS) fraud. voids, transaction reversals or Credits.
Card Not Present Transactions: • Ensure that credit transaction receipts are processed as Credits and sale transaction
• Participation in recommended fraud mitigation tools: receipts are processed as sales.
– Verified by Visa Program • Ensure all transactions received a valid Authorization Approval Code prior to processing
the transaction and obtain a legible magnetic swipe or imprinted Sales Draft that is signed.
– MasterCard SecureCode
• Do not alter transaction documentation or make any adjustments unless the Cardholder
– Address Verification Services
has been contacted and agrees to any modifications of the transaction amount.
– CVV2, CVC2 and CID Verification
• Ensure limited amount, self-service and automated fuel dispenser terminals are set
NOTE: While transactions utilizing these tools may still be disputed, the service may assist properly to conform to the pre-determined limits.
you with your decision to accept the Card for the transaction. 6. Non Receipt of Information: Failure to respond to a Retrieval Request or Cardholder
• Ensure you ship to the AVS confirmed address (bill to and ship to should match). does not recognize.
• Obtain Authorization for all transactions. The following scenarios could cause Non Receipt of Information Chargeback
• Ensure merchant descriptor matches the name of the business and is displayed correctly to occur:
on the Cardholder statement. • The transaction documentation was not provided to fulfill the retrieval request.
• Ensure descriptor includes correct business address and a valid customer service number. • The retrieval request was fulfilled with an illegible Sales Draft or was an invalid fulfillment
American Express offers fraud mitigation tools for both Card Present and Card Not Present (incorrect sales draft or sales draft did not contain required information which may
transactions to help verify that a Charge is valid. These tools help you mitigate the risk of include signature).
fraud at the point of sale, but are not a guarantee that a Charge is in fact valid or bona fide, • The Cardholder does not recognize or is unfamiliar with the transaction due to the
or that you will not be subject to a Chargeback. For optimal use of the tools, please visit merchant name and/or location not matching the name and/or location where the
American Express’ Fraud Prevention Information at: www.americanexpress.com/fraudinfo. transaction took place.
4. Cardholder Disputes: Merchandise or services not received by the Cardholder, To reduce your risk of receiving a Non Receipt of Information Related
Merchandise defective or not as described. Chargeback:
The following scenarios could cause a Cardholder Dispute Chargeback to occur: • Provide a clear and legible copy of the Sales Draft that contains all required data elements
• Services were not provided or merchandise was not received by the Cardholder. within the required timeframe that is specified on the retrieval request.
• The Cardholder was charged prior to merchandise being shipped or merchandise was not • Ensure that the most recognizable merchant name, location and/or customer service
received by agreed upon delivery date or location. phone number is provided on all transactions.

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• Retain copies of all transaction documentation for the required timeframe that is specified
by each Card Organization.
• Develop efficient methods to retrieve transaction documentation to maximize ability to
• To order additional supplies, call Customer Service when you have two months’ inventory
fulfill requests.
left. We will ship you an adequate amount of supplies. The amount of supplies (based on
10.2. Summary (Deposit) Adjustments/Electronic Rejects. Occasionally, it is usage) on hand should not exceed a three- to six-month supply.
necessary to adjust the dollar amount of your summaries/Submissions (deposits) and credit
• In an EMERGENCY, please contact Customer Service using the number provided on the
or debit your Settlement Account or settlement funds accordingly. The following is a list of
last page of this Program Guide. If supplies are sent via an express delivery service, the
the most frequent reasons for Summary (Deposit) Adjustments/Electronic Rejects:
delivery charges will be debited to your account.
• Your summary reflected an arithmetic error.
• You are responsible for unauthorized use of sales/Credit and summary Media. We
• Submitted sales not included in your Agreement (e.g., American Express). recommend that you store all supplies in a safe location.
• The dollar amount is unreadable/illegible. • You may be charged for supplies and applicable shipping and handling charges.
• The Cardholder’s account number is unreadable/illegible.
14. Special Provisions For American Express
• Duplicate Sales Draft submitted.
The provisions in this Section 14 apply to American Express Card acceptance and
• Card number is incorrect/incomplete. Transactions.
• Summary indicated credits, but no credits were submitted. 14.1 Card Acceptance. If you elect to accept American Express Cards under the
10.3. Disputing Other Debits and Summary Adjustments. In order to quickly resolve Agreement, You must accept the American Express Card as payment for goods and services
disputed debits and Summary Adjustments, it is extremely important that the items listed sold (other than those goods or services identified under “Prohibited Uses of the American
in this section be faxed or sent to the address listed on the notification. Express Card” below), or (if applicable) for charitable contributions made, at all of your
If the Summary Adjustment is for an unreadable or incorrect Cardholder account number, establishments, except as expressly permitted by applicable law. You are jointly and severally
resubmit the corrected Sales Draft with your next deposit. Also, if the transaction is over liable for the obligations of your establishments under the Agreement.
thirty (30) calendar days old, you must reauthorize and obtain a valid Authorization 14.2 Arbitration Agreement for Claims Involving American Express. In the event
Approval Code. that you or we are not able to resolve a Claim this Section 14.2 explains how Claims may
A clear and legible copy of the Sales Draft containing the following should be obtained from be resolved through arbitration. You or we or American Express may elect to resolve any
your files: Claim by binding individual arbitration. Claims will be decided by a neutral arbitrator.
• Date of sale/Credit; If arbitration is elected by any party to resolve a Claim, the parties understand and agree that
• Cardholder’s account number, name and signature; neither you nor we nor American Express will have the right to litigate or have a jury trial
• Totalamount of the sale and description of goods and services; and on that Claim in court. Further, you, we, and American Express understand and agree that
• Date and Authorization Approval Code. the parties will not have the right to participate in a class action or in a representative
capacity or in a group of persons alleged to be similarly situated pertaining to any Claim
Include a dated cover letter detailing the reasons for requesting a review of the debit or
subject to arbitration under this Agreement. Arbitrator's decisions are final and binding,
Summary Adjustment and documentation to support your dispute. (You should retain a
with very limited review by a court, and once confirmed by a court of competent
copy of the correspondence and all documentation for your files.) If the inquiry is related to
jurisdiction, an arbitrator's final decision on a Claim is generally enforceable as a court
prior correspondence, be sure to include the control number we previously used.
order. Other rights you, we, or American Express would have in court may also not be
Immediately fax or mail the Sales Draft or Credit Drafts to the fax number or address available in arbitration.
provided on your notification letter.
i. Initiation of Arbitration. Claims may be referred to either JAMS or AAA, as selected by
If you have any questions, please call the Customer Service number provided on the last
the party electing arbitration. Claims will be resolved pursuant to this Section 14.2 and the
page of this Program Guide. If a Customer Service Representative informs you that additional
selected arbitration organization’s rules in effect when the Claim is filed, except where those
documentation is required in order to fully review the item, please immediately submit your
rules conflict with this Agreement. Contact JAMS or AAA to begin an arbitration or for
rebuttal and transaction documentation to the fax number or address listed on the debit
other information. Claims may be referred to another arbitration organization if all parties
notification.
agree in writing, if [American Express or we, on one hand, selects the organization and
11. Account Maintenance you, on the other hand,] select the other within 30 days thereafter or if an arbitrator is
11.1. Change of Settlement Account Number. If you change the Settlement Account appointed pursuant to section 5 of the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (FAA).
in which you receive the proceeds of your transactions, you must call Customer Service or Any arbitration hearing will take place in New York, NY.
your Relationship Manager immediately. If you accept payment types other than Visa, ii. Limitations on Arbitration. If any party elects to resolve a Claim by arbitration, that
MasterCard and Discover Network (such as the American Express Card), you are also Claim will be arbitrated on an individual basis. No Claim is to be arbitrated on a class or
responsible for contacting the Card Organizations or companies governing those Cards to purported representative basis or on behalf of the general public or other persons allegedly
notify them of this change. similarly situated. The arbitrator’s authority is limited to Claims between you, us, and
11.2. Change in Your Legal Name or Structure. You must call Customer Service or American Express. An arbitration award and any judgment confirming it will apply only to
your Relationship Manager and request a new Agreement. the specific case brought by you, us or American Express and cannot be used in any other
11.3. Change in Company DBA Name,Address orTelephone / Facsimile Number. case except to enforce the award as between you, us and American Express. This prohibition
Tochange your company or location DBA name, address (or e-mail address), or telephone/ is intended to, and does, preclude you from participating in any action by any trade
facsimile number, you must send the request in writing to the address on your statement. association or other organization against American Express. Notwithstanding any other
11.4. Other Change(s) in Merchant Profile. You must immediately notify us of any provision in this Section 14.2, if any portion of these Limitations on Arbitration set forth
change to the information on file with us in your merchant profile, including: (i) any new in this Section 14.2 (ii) is found invalid or unenforceable, then the entire Section 14.2 (other
lines or types of business; (ii) change in ownership; (iii) the opening, closing or liquidation than this sentence) will not apply, except that you, we, and American Express do not waive
of business or any location; (iv) change in Card processing method (i.e., paper Sales Drafts the right to appeal that decision.
to POS Device); (v) voluntary or involuntary party to a bankruptcy case; (vi) entry into a iii. Previously Filed Claims/No Waiver. You, we, or American Express may elect to
loan or other agreement with a Person that seeks to affect this Agreement; and/or (vii) arbitrate any Claim that has been filed in court at any time before trial has begun or final
change from a business that exclusively conducts Card-present retail sales to one that judgment has been entered on the Claim. You, we, or American Express may choose to
accepts Card sales by mail, telephone or Internet transactions. We retain the right to delay enforcing or to not exercise rights under this Section 14.2, including the right to elect
terminate this Agreement if you fail to notify us of any change to the information in your to arbitrate a claim, without waiving the right to exercise or enforce those rights on any
merchant profile. other occasion. For the avoidance of any confusion, and not to limit its scope, this Section
11.5. Charges for Changes to Account Maintenance. You may be charged for any 14.2 applies to any class-action lawsuit relating to the “Honor All Cards,” “non-
changes referenced in this section or any other changes requested by you or otherwise discrimination,” or “no steering” provisions of the American Express Merchant Regulations,
necessary related to account maintenance. or any similar provisions of any prior American Express Card acceptance agreement, that
was filed against American Express prior to the effective date of the Agreement to the extent
12. Card Organization Monitoring
that such claims are not already subject to arbitration pursuant to a prior agreement between
MasterCard, Visa, Discover Network and American Express have established guidelines,
Merchant and American Express.
merchant monitoring programs and reports to track merchant activity such as, but not
limited to excessive Credit, reported fraud and Chargebacks, and increased deposit activity. iv. Arbitrator’s Authority. The arbitrator will have the power and authority to award any
In the event you exceed the guidelines or engage in practices that could circumvent such relief that would have been available in court and that is authorized under this Agreement.
monitoring programs or submit suspicious transactions as identified by a Card Organization The arbitrator has no power or authority to alter the Agreement or any of its separate
or any related program or reports, you may be subject to: (i) operating procedure provisions, including this Section 14.2.
requirement modifications; (ii) Chargebacks and/or increased fees; (iii) settlement delay v. Split Proceedings for Equitable Relief. You, we, or American Express may seek equitable
or withholding; (iv) termination of your Agreement; or (v) audit and imposition of fines. relief in aid of arbitration prior to arbitration on the merits if necessary to preserve the

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status quo pending completion of the arbitration. This Section 14.2 shall be enforced by any does not differentiate on the basis of the issuer or, except as expressly permitted by
court of competent jurisdiction. applicable law and Card Organization (e.g., Visa, MasterCard, Discover, JCB, American
Express). The offering of discounts or in-kind incentives in compliance with the terms of
vi. Small Claims. American Express will not elect arbitration for any Claim you properly this section will not constitute a violation of the provisions set forth in the above section
file in a small claims court so long as the Claim seeks individual relief only and is pending “Treatment of the American Express Brand.”
only in that court.
14.4 Prohibited Uses of the American Express Card. You must not accept the Card
vii. Governing Law/Arbitration Procedures/Entry of Judgment. This Section 14.2 is made for any of the following:
pursuant to a transaction involving interstate commerce and is governed by the FAA. The
arbitrator shall apply New York law and applicable statutes of limitations and honor claims • adult digital content sold via internet electronic delivery,
of privilege recognized by law. The arbitrator shall apply the rules of the arbitration • amounts that do not represent bona fide sales of goods or services (or, if applicable,
organization selected, as applicable to matters relating to evidence and discovery, not federal amounts that do not represent bona fide charitable contributions made) at your
or any state rules of procedure or evidence, provided that any party may ask the arbitrator establishments. For example, purchases at your establishments by your owners (or their
to expand discovery by making a written request, to which the other parties will have 15 family members) or employees contrived for cash flow purposes, or payments that you
days to respond before the arbitrator rules on the request. If your Claim is for $10,000 or have accepted in order to advance cash to Cardholders in connection with the transaction,
less, you may choose whether the arbitration will be conducted solely based on documents • amounts that do not represent bona fide, direct sales by your establishment to
submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing under Cardholders made in the ordinary course of your business,
the rules of the selected arbitration organization. At the timely request of a party, the • cash or cash equivalent (e.g., gold, silver, platinum, and palladium bullion and/or bars).
arbitrator will provide a written opinion explaining his/her award. The arbitrator’s decision Collectible coins and jewelry are not prohibited,
will be final and binding, except for any rights of appeal provided by the FAA. Judgment
• charges that the Cardholder has not specifically approved,
on an award rendered by the arbitrator may be entered in any state or federal court in the
federal judicial district where your headquarters or your assets are located. • costs or fees over the normal price of the goods or services (plus applicable taxes) that
the Cardholder has not specifically approved,
viii. Confidentiality. The arbitration proceeding and all information submitted, relating
to or presented in connection with or during the proceeding, shall be deemed confidential • damages, losses, penalties, or fines of any kind,
information not to be disclosed to any person not a party to the arbitration. All • gambling services (including online gambling), gambling chips, gambling credits, or
communications, whether written or oral, made in the course of or in connection with the lottery tickets,
Claim and its resolution, by or on behalf of any party or by the arbitrator or a mediator, • unlawful/illegal activities, fraudulent business transactions or when providing the goods
including any arbitration award or judgment related thereto, are confidential and or services is unlawful/illegal (e.g. unlawful/illegal online internet sales of prescription
inadmissible for any purpose, including impeachment or estoppel, in any other litigation medications or controlled substances; sales of any goods that infringe the rights of a
or proceeding; provided, however, that evidence shall not be rendered inadmissible or non- rights-holder under laws applicable to us, you, or the Cardholder; online child
discoverable solely as a result of its use in the arbitration. pornography),
ix. Costs of Arbitration Proceedings. You will be responsible for paying your share of any • overdue amounts or amounts covering returned, previously dishonored or stop-
arbitration fees (including filing, administrative, hearing or other fees), but only up to the payment checks (e.g., where the Card is used as a payment of last resort),
amount of the filing fees you would have incurred if you had brought a claim in court. • sales made by third parties or entities conducting business in industries other than yours.
American Express will be responsible for any additional arbitration fees. At your written
• You must not use the Card to verify a customer's age.
request, American Express will consider in good faith making a temporary advance of your
share of any arbitration fees, or paying for the reasonable fees of an expert appointed by the 14.5 American Express Transaction Data. The transaction data you collect to facilitate
arbitrator for good cause. the Charge must be or have been provided directly to you by the Cardholder. You must not
accept or have accepted transaction data from, nor shall you provide or have provided
x. Additional Arbitration Awards. If the arbitrator rules in your favor against American
transaction data to, any third parties other than your covered parties (as defined in the Data
Express for an amount greater than any final settlement offer American Express made before
Security Operating Policy (DSOP)). If you fail to comply with this requirement, in addition
arbitration, the arbitrator’s award will include: (1) any money to which you are entitled as
to other rights and remedies regarding “monitoring.”, you may be charged a fee as indicated
determined by the arbitrator, but in no case less than $5,000; and (2) any reasonable
on the Merchant Processing Application, we may suspend Card acceptance privileges at
attorneys’ fees, costs and expert and other witness fees incurred by you.
your establishments, or terminate the Agreement. Where Cardholders pay you using
xi. Definitions. For purposes of this Section 14.2 only, (i) “American Express” includes its payment or “e-wallet” accounts (which Cardholders may have created by providing Card-
Affiliates, licensees, predecessors, successors, or assigns, any purchasers of any receivables, member information when the account was established), the transaction data collected to
and all agents, directors, and representatives of any of the foregoing, (ii) “You” includes facilitate the Card Not Present Charge has already been provided directly by the Cardholder.
your Affiliates, licensees, predecessors, successors, or assigns, any purchasers of any You are not required to have the Cardholder re-enter the transaction data. All information
receivables and all agents, directors, and representatives of any of the foregoing, and (iii) required by American Express evidencing one or more transactions, including information
“Claim” means any allegation of an entitlement to relief, whether damages, injunctive or obtained at the point of sale, information obtained or generated during Authorization and
any other form of relief, against American Express or any other entity (including you or us) Submission, and any Chargeback.
that American Express has the right to join, including any allegation involving a transaction
using an American Express product or network or regarding an American Express policy 14.6 Treatment of American Express Cardholder Information. You acknowledge that
or procedure. any and all American Express Cardholder information is confidential and the sole property
of the Issuer, American Express or any of its Affiliates. Except as otherwise specified in the
14.3 Treatment of the American Express Brand Except as expressly permitted by Agreement, you must not disclose Cardholder information, nor use nor store it, other than
applicable law, you must not: to facilitate transactions at your establishments in accordance with the Agreement.
• indicate or imply that you prefer, directly or indirectly, any other payment products over 14.7 Disclosure and Use of Data Collected Under Agreement. We may disclose to
the Card, American Express data and information that you provide on your Application and that we
• try to dissuade Cardholders from using the Card, collect as part of performing American Express payment processing services or transaction
• criticize or mischaracterize the Card or any of American Express’ services or programs, related services including information about you. American Express may use the
• try to persuade or prompt Cardholders to use any other payment products or any other information that you provide in the Application at the time of setup to screen and/or
method of payment (e.g., payment by check), monitor you in connection with Card marketing and administrative purposes. American
Express also may use such information to perform its responsibilities in connection with
• impose any restrictions, conditions, disadvantages or fees when the Card is accepted that
American Express Card acceptance, promote the American Express Network, perform
are not imposed equally on all other payment products, except for electronic funds
analytics and create reports, and for any other lawful business purposes, including
transfer, or cash and check,
marketing purposes. American Express may otherwise use and share your information for
• suggest or require Cardholders to waive their right to dispute any transaction, business purposes and as permitted by Applicable Law. American Express uses reasonable
• engage in activities that harm the American Express business or the American Express administrative, technical and physical security measures to protect Program Merchant
Brand (or both), information consistent with the sensitivity of the information.
• promote any other payment products (except your own private label card that you issues 14.7.1 Consent for American Express to Contact You by Phone, eMail, Text or
for use solely at your establishments) more actively than you promote the Card, or Facsimile. American Express may use the information you provide in the Application (as
• convert the currency of the original sale transaction to another currency when requesting such information may be updated) to call you or send you communications or materials via
Authorization or submitting transactions (or both). email, SMS, text or facsimile regarding American Express products, services and resources
You may offer discounts or in-kind incentives from your regular prices for payments in available to you. You consent and agree to receive autodialed, automated and/or prerecorded
cash, ACH funds transfer, check, Debit Card or Credit Card, provided that (to the extent calls and communications (which may include SMS or text messages) at the telephone
required by applicable law): (i) you clearly and conspicuously disclose the terms of the number(s) you have provided. If you provide a fax number, you consent and agree to
discount or in-kind incentive to your customers, (ii) the discount or in-kind incentive is receiving fax communications from American Express. In connection with the foregoing,
offered to all of your prospective customers, and (iii) the discount or in-kind incentive you understand that the calls made or communications sent to you by American Express

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may be subject to charges or fees by your telecommunications or other applicable service • Ensure the name that prints on the Sales Draft matches the name on the front of the Card
provider that are your responsibility to pay. You understand that your consent under this except when the Cardholder name is not captured on the Sales Draft or for prepaid Cards
Section 14.7.1 is not a condition of purchasing or receiving any product or service or that do not show a name on their face.
entering into this Agreement. • Validate the Card's presence by taking an imprint of the Card (the imprint is for your
records). Failure to validate the Card's presence by taking an imprint of the Card can
Opt-Out: You may opt-out of receiving marketing related communications and materials
render merchant liable for Chargebacks if the Card- member disputes the Charge, except
from American Express by calling Processor at the Customer Service Number stated in Part
when the Cardholder name is not captured on the Sales Draft or for prepaid Cards that
III, Section A.5 of the Program Guide. If you have opted-out, you may still receive messages
do not show a name on their face.
or communications from American Express related to important information about your
account. 14.17 American Express Mobile Contactless Charges.
14.8 Conversion to a Direct Relationship with American Express. You acknowledge When presented with a contactless-enabled mobile phone, in addition to the “Magnetic
and agree that upon written notice from us, you will be converted to a direct American Stripe Card Charges” requirements, you must:
Express Card acceptance relationship with American Express if and when the annual • Capture Magnetic Stripe or chip Card data by waving the contactless-enabled mobile
American Express Card charges that you submit under this Agreement are greater than phone in close proximity to the contactless reader.
$1,000,000. You agree that , upon conversion, (i) you will be bound by American Express’ • Compare the signature (when obtained) on the Sales Draft with the signature on the
then-current Card Acceptance Agreement with respect to American Express Transactions; companion physical Card or a valid form of formal identification (e.g. driver's license).
(ii) American Express will set pricing and other fees payable by you for American Express Youmust not record or store the information from such formal identification in any way.
Card acceptance; and (iii) you will no longer be able to submit American Express Card If a mobile contactless transaction cannot be processed for any reason, you should require
transactions under this Agreement, but this Agreement will continue in full force and effect that the Cardholder provide the companion physical Card to complete the transaction.
with respect to other payments and services you elected to receive on your Application.
14.18 American Express Contact Chip Charges.
14.9 No Assignment of Payments. You acknowledge and agree that you shall not assign
to any third party any payments due to you under this Agreement as the result of American When presented with a chip Card to be inserted into a chip Card reader, in addition to the
Express Card transactions, and all indebtedness arising from American Express Card “Magnetic Stripe Card Charges” requirements, you must:
charges will be for bona fide sales of goods and services (or both) at your establishments • Capture chip Card data by inserting the Card into the chip Card reader, The point of sale
and free of liens, claims, and encumbrances other than ordinary sales taxes; provided, system will advise Cardholders to enter their PIN (a chip and PIN Charge) or sign for the
however, that you may sell and assign future transaction receivables to us, our Affiliates Charge (a chip and signature Charge).
and/or any other funding source that partners with us or our Affiliates. • Chip and PIN Charges. Cardholders will enter their PIN into the point of sale system
14.10 Third Party Beneficiary Rights. American Express is a direct and intended third- using the keypad. If the chip and PIN Charge are unable to be completed due to a
party beneficiary of this Agreement, and may enforce any terms of this Agreement that technical problem, the point of sale system will show an error message.
apply to American Express, including American Express Card acceptance and transaction • Chip and signature Charge. Failure to obtain a signature, when required, can render you
processing, directly against you. liable for Chargebacks if the Cardholder disputes the Charge. Obtaining a signature may
14.11 Your Right to Opt Out of American Express Card Acceptance. You may opt not be required if merchant’s establishment and the Charge qualify for the No Signature
out of accepting American Express Cards at any time without directly or indirectly affecting Program.
your rights to accept any other payment products. 14.19 American Express Contactless Chip Charges.
14.12 Collections from American Express Cardholder. You may not bill or collect When presented with a chip Card to be read via a contactless reader and the Charge qualifies
from any American Express Cardholder for any purchase or payment on the American for the No Signature Program, in addition to the “Magnetic Stripe Card Charges”
Express Card unless a Chargeback has been exercised, you have fully paid for such Charge, requirements, you must:
and you otherwise have the right to do so. • Capture Magnetic Stripe or chip Card data using the contactless reader.
14.13 Completing aTransaction at the Point of Sale. All valid transactions begin with For charges that do not qualify under the No Signature Program, follow the relevant Card
a Cardholder’s purchase at the point of sale. Whether the physical Card is used to facilitate acceptance procedures outlined in either:
a Card present Charge, or the Cardholder provides his or her Cardholder Information over • “Magnetic Stripe Card Charges,” or
the phone, via mail order, or the internet, the transaction must not be completed without • “Contact Chip Card Charges.”
the Card and/or information provided by the Cardholder. Toaccept the Card for charges at
14.20 American Express Key-Entered Charges.
your establishments, at the point of sale, you must:
If a Card cannot be read electronically, in addition to the “Magnetic Stripe Card Charges”
• Clearly and conspicuously, disclose all material terms of sale prior to obtaining an requirements, you must:
Authorization, and
• Key enter the data.
• Clearly and conspicuously inform Cardholders at all points of interaction (e.g., sales
conducted in person, over the internet, mobile or via mail or telephone order) what Entity is • Validate the Card’s presence by taking an imprint of the Card (the imprint is for your
making the sales offer, so that the Cardholder can clearly distinguish you from any records). Failure to validate the Card’s presence by taking an imprint of the Card can
render you liable for Chargebacks if the Cardholder disputes the Charge.
other party involved in the interaction (e.g., a vendor of goods or provider of services
you may engage, or another merchant seeking to conduct business with the Cardholder). 14.21 Keyed No Imprint for American Express Transactions.
The transaction data you collect to facilitate the Charge must be or have been provided • Your establishments may be eligible to participate in the American Express “Keyed No
directly to you by the Cardholder. You must not accept or have accepted transaction data Imprint Program.” The “Keyed No Imprint Program” allows you to submit in-person
from, nor shall you provide or have provided transaction data to, any third parties other charges without taking an imprint of the Card if you meet the following Charge criteria:
than your covered parties (as defined in the Data Security Operating Policy (DSOP)). If • All Cards qualify for the “Keyed No Imprint Program.”
you fail to comply with this requirement, you may be charged non-compliance or other • The Charge must be key-entered.
fees as indicated on the Merchant Processing Application and/or have your Card acceptance • The Charge Submission must include the appropriate indicator to reflect that the Card
privileges at required your establishments suspended or disentitled. and the Cardholder were present at the point of sale.
14.14 In Person Charges. In-person charges refer to charges in which the Card and • The Charge Submission must include a valid approval, and;
Cardholder are present at the point of sale. An example of this is when a Cardholder • The CID Number must be confirmed as a positive match. Under the “Keyed No Imprint
presents a Card to the merchant at a retail store. For all in-person charges, the Card must Program,” Chargebacks will not be exercised for such charges based solely on the
be presented. There are several ways in which you can conduct the in-person Charge. The establishment’s failure to obtain an imprint of the Card. If a disproportionate amount or
steps you take vary according to how you go about conducting both types of in-person number of disputed charges under the “Keyed No Imprint Program” occurs, you must
charges: cooperate to reduce the number of disputed charges. If such efforts fail, you may be placed
14.15 Electronic charges or key-entered charges. When providing proof of delivery, in any of American Express’ Chargeback programs or your participation in the “Keyed No
a signature from the Cardholder or an authorized signer of the Card is not required. Imprint Program” may be modified or terminated.
14.16 Magnetic Stripe Card Charges 4.22 Merchant Website Information Display Guidelines.
When presented with a Card at the point of sale you must: • An accurate description of the goods/services offered, including the currency type for the
transaction (e.g., U.S. Dollars). Transaction currency must be in U.S. Dollars.
• Verify that the customer is the Cardholder (Cards are not transferable).
• Your physical address in the U.S.
• Capture Magnetic Stripe data by swiping the Card (unless the Charge was already initiated
by waving the contactless chip Card in close proximity to the point of sale system). • An email address and a telephone number for customer service disputes.
• Match the Card number and the expiration date on the Card to the same information on • Return/refund policy.
the Sales Draft. • A description of your delivery policy (e.g., No COD, No overnight).

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• A description of your security practices (e.g., information highlighting security practices • If American Express has classified you as an auto dealer of used motor vehicles
you use to secure transactions conducted on the internet). exclusively, the down payment must not exceed 50% of the full purchase price of the
motor vehicle.
• A statement of known export restrictions, tariffs, and any other regulations.
• If the Cardholder denies making or authorizing the Charge, American Express will have
14.23 Aggregated Charges.
Chargeback rights for such Charge in addition to our other Chargeback rights.
If you are classified as an internet industry, you may process aggregated charges, provided
• You may also accept the Card for the entire purchase price of a new or used motor vehicle,
the following criteria are met:
subject to the following provisions:
• Clearly disclose your intent and obtain written consent from the Card- member that their
• You are classified as an auto dealer of new or new and used motor vehicles (i.e. Your
purchases or refunds (or both) on the Card may be aggregated and combined with other
dealership sells new motor vehicles exclusively or both new and used motor vehicles).
purchases or refunds (or both) before you request an Authorization.
• The amount of the Charge does not exceed the total price of the motor vehicle after
• Each individual purchase or refund (or both) that comprises the aggregated Charge must
deduction of applicable discounts, taxes, rebates, cash down payments, and trade-in values.
be incurred under the same merchant number and on the same Card.
• Obtain a pre-Authorization of no more than $15. 00 • You must not submit a Charge for the entire purchase price of a new or used motor vehicle
unless and until you have a written agreement/bill of sale signed by the Cardholder setting
• Create a Sales Draft for the full amount of the aggregated Charge. forth the terms of the sale, including purchase price, delivery date and your cancellation
• The amount of the aggregated Charge must not exceed $15 or the amount for which you policy.
obtained pre-Authorization.
• In addition to other Chargeback rights, American Express also has Chargeback rights for
• Submit each Sales Draft within our submission timeframe. any portion of the Charge for the entire purchase price of a new or used motor vehicle
• Provide the Cardholder with an email containing the date, amount, and description of which is disputed by the Cardholder, if such disputed Charge cannot be resolved in your
each individual purchase or refund (or both) that comprises the aggregated Charge, and favor based upon unambiguous language contained in the written agreement/bill of sale.
the date and the amount of the aggregated Charge. • Should a Cardholder exercise his or her right to rescind the written agreement/bill of sale
14.24 American Express Prepaid Card Security Features. during any rescission period set forth in the Cardholder’s agreement with you or at law,
Although there are a number of unique prepaid Cards, all prepaid Cards share similar you shall submit a Credit to us promptly.
features, except that Prepaid Cards may or may not be embossed, and the following features • If the Cardholder denies making or authorizing the Charge and you have not transferred
may appear on the front or back of the Card (or a combination of both): title or physical possession of the motor vehicle to the Cardholder, American Express
• The American Express logo generally appears in the bottom right corner. will have Chargeback rights for such Charge in addition to its other Chargeback rights.
• The words PREPAID or INCENTIVE will generally be shown above the American Express 14.26.2 Business-to-Business (B2B)/ Wholesale Distribution
logo. If you are classified in the business-to-business (B2B) or wholesale distribution industries,
• Cards pre-loaded with funds may show the dollar amount or the total points (reloadable and American Express determines that you are not in the telecommunications industry,
Cards generally will not show a number). then notwithstanding the prohibition in Section 14.4, “Prohibited Uses of the Card”, you
• The CID Number will appear usually above the Card number or above the logo. may accept the Card for overdue amounts to the extent that acceptance of overdue amounts
is a common practice in your industry and does not constitute an attempt to obtain payment
• The Card number appears on the Card.
from the Cardholder whose prior methods of payment have, in American Express’
•The valid date or expiration date appears on the Card. reasonable judgment, been difficult to collect or uncollectible. An indicator of such
• The recipient’s name or company name may appear on the Card. difficulty, for example, may be the fact that you have sent a customer account to collections.
14.25 American Express Processing Prepaid Cards To minimize your risk of a Chargeback with B2B Charges, always:
Prepaid Cards are available for a variety of uses: gifting, travel, incentive, etc. All American • Obtain a signature for all in-person charges. For Card Not Present Charges, obtain Proof
Express prepaid Cards show the American Express “Blue Box” logo either on the face or of Delivery, and
back of the prepaid Card. Prepaid Cards may or may not be embossed. Most prepaid Cards
can be used for both in-store and online purchases. Prepaid Cards are valid through the • Maintain clear and accurate records of orders and returns.
date on the Card. Simply swipe the Card at the point of sale just like any other Card. A Notwithstanding the restriction in Section 6, you must not submit any Charge until the
prepaid Card must be tendered for an amount that is no greater than the funds available on goods have been shipped or services have been provided to the Cardholder. To the extent
the Card. that you have clearly disclosed your intentions to the Card -member and the Cardholder
• Instruct Cardholders that, before making a purchase, they must check their remaining agrees, then you may submit the following types of Charges to us before you ship the goods
funds by calling the twenty-four (24) hour, toll-free number on the back of the Card. to the Card- member:
• Because prepaid Cards are pre-funded, if you receive a decline when seeking • Charges representing deposits on custom and special orders (so long as you comply with
Authorization, ask the customer to call the toll-free number on the back of the Card to applicable law) or goods not in inventory at the time the order is placed.
confirm that the purchase price does not exceed the available funds on the prepaid Card. • Charges representing advance, partial, or full payment for goods that the Cardholder
• If the prepaid Card does not have enough funds to cover the purchase price, process a split requests you to ship at a later date.
tender transaction or request an alternative form of payment. 14.26.3 Insurance
• You must create a Sales Draft for a prepaid Card as you would any other Card. This section contains provisions specific to establishments that are classified in the
• Be on the lookout for Suspect Transactions. insurance industry. If any of your goods or services are sold or billed by independent
14.26 American Express Policies and Procedures for Specific Industries. agencies, then you must provide to American Express a list of such independent agencies
This Section 14.26 states additional American Express policies and procedures applicable and notify us of any subsequent changes in the list. American Express may use this list to
to merchants classified in specific industries. All other provisions and requirements of this conduct mailings that encourage such independent agencies to accept the Card.
Agreement apply to these merchants as well. To the extent possible, the provisions of this American Express may mention your name in such mailings, and you must provide us with
Section 14.26 and the other provisions of the Agreement applicable to American Express a letter of endorsement or assistance as American Express may require.
transactions shall be interpreted to give each their full effect. However, if a conflict is
You must use your best efforts to encourage independent agencies to accept the Card.
deemed to exist between them, then the provisions of this Section 14.26 shall govern.
American Express acknowledges that you have no control over such independent agencies.
14.26.1 Auto dealers: From time to time, and subject to prohibited uses of the Card, American Express may
This section applies to merchants classified in an auto dealer industry. establish joint marketing campaigns that promote Card acceptance specifically at your
establishments or, generally, at insurance companies. A necessary purpose for which you
The following requirements will apply to charges for the down payment or the entire
purchase price of new and used motor vehicles. You may accept the Card for down payment submit Cardholder Information that is responsive to such joint marketing campaigns
of a motor vehicle, subject to the following provisions: includes American Express’ use of that information to perform back-end analyses to
determine the success of such joint marketing campaigns.
• You must not submit a Charge for the down payment price of a used motor vehicle unless
and until you have a written agreement/bill of sale signed by the Cardholder setting forth American Express undertakes no responsibility on your behalf for the collection or timely
the terms of the sale, including down payment price, and your cancellation policy. remittance of premiums. American Express will not be subject to any liability, under any
circumstances, for any claim arising from, or related to, any insurance policy issued by you
• In addition to its other Chargeback rights, American Express also has Chargeback rights
or your agencies.
for any portion of the Charge for the down payment price of a used motor vehicle which
is disputed by the Cardholder, if such disputed charge cannot be resolved in your favor If the Card is accepted as payment for fixed rate cash value life insurance policies or fixed
based upon unambiguous language contained in the written agreement/bill of sale. rate annuities under the Agreement, you represent and warrant to Processor that the fixed
• Should a Cardholder exercise his or her right to rescind the written agreement/bill of sale rate cash value life insurance policies and fixed rate annuities for which the Card will be
during any rescission period set forth in the Cardholder's agreement with you or at law, accepted for premium payments are not securities requiring registration under the Securities
you shall submit a Credit to us promptly. Act of 1933.

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14.26.4 Oil/Petroleum 14.26.7 Government/Utilities/Education
If you are classified in the oil and petroleum industry, American Express may place you in This section applies to merchants classified in the government, utilities, or certain education
the Fraud Full Recourse Program if you accept charges originating at a Customer Activated industries (i.e. higher education, private school - kindergarten to grade 12).
Terminal (CAT) gas pump. American Express will not exercise Chargeback up to a certain Customers should feel free to use all forms of payment that you accept without being
dollar amount for charges that qualify under the Oil Fraud Protection Program described penalized for choosing a particular form of payment. Topromote consumer choice, you are
below. generally prohibited from imposing any restrictions, conditions, or disadvantages when the
Oil/Petroleum Requirements Card is accepted that are not imposed equally on all other payment products. See
“Treatment of the American Express Brand”.
If you are classified in the oil and petroleum industry, you must:
Merchants in these specific industries may assess convenience fees on charges, provided that
• Obtain a unique Merchant Account Number for your CAT gas pump sales. If you conduct
they comply with the other requirements of this section, as follows:
any other business at your establishment (e.g., convenience store sales, car washing
services), you must obtain a unique Merchant Account Number for those lines of • Merchants must not impose a higher convenience fee on charges than it imposes on other
business. payment products, except for Automated Clearing House funds transfers, cash, and
• Submit dealer location data along with each Authorization request and each Submission checks.
file. Dealer location data consists of your business’: • Merchants classified as government Entities, including government utilities, and privately
owned utilities may assess convenience fees on all Charges.
• dealer number (store number)
• Merchants classified as educational institutions may assess convenience fees only on
• name
charges for tuition, room and board, school lunch payments or other mandatory fees.
• street address • You must clearly disclose the amount of convenience fees to the customer and give the
• city customer the opportunity to cancel the Charge if the customer does not want to pay the
• postal code. convenience fee.
Oil/Petroleum Recommendations Any explanation, verbal or written, describing why the convenience fee is being assessed,
or how it is calculated, must characterize the convenience fee as an assessment to cover your
American Express has implemented several policies and fraud prevention tools to assist in administrative costs and not as an assessment to cover your cost of accepting the Card.
combating fraud at the gasoline pump.
You must obtain separate Authorizations and Approval codes for each of the principal
American Express recommends that you: charges and the convenience fee. Furthermore, the descriptor on the convenience fee must
• Set a pre-Authorization request of $100 at your CAT gas pumps. clearly state that it is a convenience fee (e.g., Official Payments – City of X (principal
• For higher charges such as diesel, adjust the pre-Authorization amount to accommodate payment) and Official Payments Convenience Fee (convenience fee)).
the higher charges. Your third-party service provider can only assess a convenience fee when it accepts the
• Set your CAT gas pumps to shut off when they reach the pre-Authorization amount. Card for the foregoing charges in compliance with the requirements of this section.
• Request a separate Authorization for purchases that exceed the original pre-Authorization 14.26.8 Internet/Online Pharmacies
amount. If it is determined that you are an internet/online pharmacy merchant that accepts the Card
Oil Fraud Protection Program for sales of prescription medications (as defined by applicable law) in the Card Not Present
The Oil Fraud Protection Program addresses counterfeit fraud Chargebacks at fuel pump environment:
CATs. Under this program, American Express will not exercise Chargeback for the amount • You must be certified by the Verified Internet Pharmacy Practice Sites program of the
of the Charge up to $100 provided that both the establishment and each Charge meet the National Association of Boards of Pharmacy (www.nabp.net), or,
following criteria: • You or your authorized representative must attest that you comply with the licensing and
• The Authorization request meets the data requirements listed under CATs. inspection requirements of (i) U.S. federal law and the state in which you are located and
• The Authorization request must include the correct merchant category code (MCC) for (ii) each state to which you dispense pharmaceuticals.
“automated fuel dispensers” (5542), Upon request, you must promptly provide documentation that you fulfill the foregoing
• The Issuer determines that the Card used to initiate the Charge was counterfeit, and, requirements. Failure to provide this documentation promptly may result in suspension or
• The establishment qualified for Chargeback protection under the program at the time of disentitlement of Card acceptance privileges. Specific procedures exist for transaction
the Charge, as follows: processing by internet/online merchants.
For an establishment to qualify under the Oil Fraud Protection Program, it (i) must authorize Online/mail order tobacco retail
and submit Transactions under the unique Merchant Account Number (Seller ID) assigned If you are classified or it is otherwise determined that you are an online or mail order (or
to the establishment, and (ii) must have, in a given month, a counterfeit fraud to Charge both) tobacco or e-cigarette merchant, then you must provide the website address of the
volume ratio below 1%. An establishment whose counterfeit fraud to Charge volume ratio online store from which you sell your tobacco products. If your website facilitates tobacco
rises to or exceeds 1% in a given month will not qualify under the Oil Fraud Protection sales, you will be required on request to provide an executed and notarized Affidavit of
Program until the ratio falls below 1% for three (3) consecutive months. Notwithstanding Compliance with Laws - Online/Mail Order Tobacco. If you fail to complete the Affidavit,
the foregoing, the Oil Fraud Protection Program does not apply to merchants that submit one Card acceptance privileges may be suspended. American Express may monitor your
Merchant Account Number (Seller ID) consolidated charges from multiple establishments website.
(i.e., central submitters) or to the establishments that those merchants submit on behalf of. 14.27 American Express-Excessive Disputes
American Express offers a variety of fraud prevention tools which may enable merchants to
You may be subject to various fees and assessments as set forth on the Application,
reduce fraud in order to qualify and retain eligibility for the program.
including fees for excessive disputes. Some fees and assessments are for special products or
14.26.5 Restaurants services, while others may be applied based upon non-compliance of American Express
If you are classified in the restaurant or bar industry, then the following Authorization policies and procedures. Many non-compliance fees and assessments can be avoided by
procedures apply. If the final restaurant or bar Charge is no greater than the amount for correcting the actions that are causing such non-compliance.
which you obtained Authorization plus 20% of that amount, no further Authorization is 14.28 American Express Right to Modify or Terminate Agreement.
necessary. If the final restaurant or bar Charge is greater than the amount for which you
American Express has the right to modify the Agreement with respect to American Express
obtained Authorization by more than 20%, you must obtain Authorization for any
Card transactions or to terminate your acceptance of American Express Card transactions
additional amount of the Charge that is greater than the original Authorization. When
submitting the Charge, only include the initial approval. and to require Processor to investigate your activities with respect to American Express
Card transactions.
14.26.6 Telecommunications
If American Express classifies you in the Telecommunications industry, notwithstanding
anything to the contrary in the Agreement, American Express may place you in one or more
of the following Chargeback programs:
Partial Immediate Chargeback Program for an amount of $50 or less; or Fraud Full Recourse
Program.
• American Express may establish audit procedures determined in American Express’
discretion to ensure that no charges except for recurring billing charges are submitted
under the Merchant Account Number designated for recurring billing charges.
• We may request that you provide us with a list of Affiliates and the list you provide must
include any agency in the geographic area where you offer any telecommunications
services.

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 If a transaction fails to qualify for your anticipated interchange levels or you inadvertently
B. CARD G ENERAL TERMS
or intentionally accept a transaction other than the type anticipated for your account
In addition to the preceding Operating Procedures, our Agreement with you includes the (including a different Card type), then, as applicable to your pricing method, you will be
following General Terms. If you fail to follow any of the provisions of the Operating Procedures charged a higher interchange, Discount Rate or Non-Qualified Interchange Fee, as well any
or General Terms, you may incur certain liabilities and we may terminate our Agreement. applicable surcharge for that transaction, all as further described in Section A.3 of Part III
15. Services of this Agreement and in the Application. With respect to inadvertent or intentional
acceptance of a transaction other than the type anticipated for your account (including a
Subject to Card Organization Rules, Services may be performed by us, our Affiliates, our agents,
different Card type), you will also be subject to payment to us of our then-current
or other third parties we may designate from time to time in connection with this Agreement.
transaction fee(s) with respect to such Card and/or transaction and be liable, obligated and
16. Operating Procedures; responsible under this Agreement for any such transaction to the same extent as you would
Card Organization Rules and Compliance be if it was of a Card type elected and approved.
You agree to follow all requirements of this Agreement in connection with each Card For more information on Visa’s and MasterCard’s interchange rates, please go to
transaction and to comply with all applicable Card Organization Rules, including without www.visa.com and www.mastercard.com.
limitation, the data security requirements described in Section 4. From time to time, we may 19.2. All authorization fees will be charged for each transaction that you attempt to
amend the Operating Procedures, by providing you with at least 20 days’ prior written authorize. All capture fees will be charged for each transaction that you transmit to us for
notice, and those provisions will be deemed incorporated into this Agreement. However, for settlement. If you are being billed a combined fee for both the authorization and capture of
changes in the Card Organization Rules or for security reasons, certain changes in Card a transaction, the authorization and capture must be submitted as a single transaction,
procedures may become effective on shorter notice. If there are any inconsistencies between otherwise the authorization and the capture will each be charged separately. You are
the General Terms and the Operating Procedures, the General Terms will govern. You are responsible for utilizing software or services that will correctly submit these transactions to
responsible for staying apprised of all applicable changes to the Card Organization Rules achieve the combined billing.
and maintaining compliance with the Card Organization Rules. Card Organization Rules 19.3. The fees for Services set forth in this Agreement are based upon assumptions
may be available on web sites such as associated with the anticipated annual volume and average transaction size for all Services
http://usa.visa.com/merchants/operations/op_regulations.html and as set forth in this Agreement and your method of doing business. If the actual volume or
http://www.mastercard.com/us/merchant/support/rules.html. These links may change from average transaction size are not as expected or if you significantly alter your method of
time to time. doing business, we may adjust your discount fee and transaction fees without prior notice.
19.4. The fees for Services set forth in this Agreement may be adjusted to reflect increases,
17. Settlement of Card Transactions
or new fees imposed by Card Organizations, including without limitation, interchange,
17.1. We will only be required to settle Card transactions for Card types specified in your assessments and other Card Organization fees, or to pass through increases or new fees
Application. Promptly after presentment of Sales Drafts pursuant to the Operating charged to us by other Persons related to the Services. All such adjustments shall be your
Procedures, we will initiate a transfer of the applicable settlement funds to you. responsibility to pay and shall become effective upon the date any such change or addition
17.2. Unless otherwise agreed to in writing to the contrary, all discount fees are deducted is implemented by the applicable Card Organization or other Person as specified in our
daily. All settlements for Visa, MasterCard, Discover Network and American Express Card notice to you.
transactions will be net of Credits, Summary Adjustments, applicable discount fees when 19.5. Subject to Section 24.3, we may also increase our fees or add new fees for Services
due, Chargebacks and any other amounts then due from you. We may also set off from any for any reason at any time, by notifying you thirty (30) days’ prior to the effective date of
payments otherwise due, any amounts owed to any of our respective Affiliates, whether or any such change or addition.
not arising out of or related to this Agreement.
19.6. If you receive settlement funds by wire transfer, we may charge a wire transfer fee per
17.3. All credits to your Settlement Account or other payments to you are provisional and wire.
are subject to, among other things, our right to deduct our fees, our final audit, Chargebacks
(including our related losses), and fees, fines and any other charge imposed on us by the Card 19.7. Tothe extent the Automated Clearing House (“ACH”) settlement process is used to
Organizations as a result of your acts or omissions. You agree that we may debit or credit your effect debits or credits to your Settlement Account, you agree to be bound by the terms of
Settlement Account for any deficiencies, overages, fees, pending Chargebacks and any other the operating rules of the National Automated Clearing House Association, as in effect from
amounts owed to us or any of our respective Affiliates, or we may deduct such amounts time to time. You hereby authorize us to initiate credit and debit entries and adjustments
from settlement funds or other amounts due to you from us, or our respective Affiliates. You to your account through the ACH network and/or through direct instructions to the
further agree we can offset any amounts owed to us or our Affiliates related to activity in financial institution where your Settlement Account is maintained for amounts due under
other accounts maintained in the name of or guaranteed by you, any of your principals, this Agreement and under any agreements with us or our respective Affiliates for any
guarantors or authorized signors. Alternatively, we may elect to invoice you for any such products or services, as well as for any credit entries in error. You hereby authorize the
amounts, net due 30 days after the invoice date or on such earlier date as may be specified. financial institution where your Settlement Account is maintained to effect all such debits
and credits to your account. This authority will remain in full force and effect until we have
17.4. We will not be liable for any delays in receipt of funds or errors in debit and credit given written notice to the financial institution where your Settlement Account is
entries caused by you or any Person. maintained that all monies due under this Agreement and under any other agreements with
17.5. In addition to any other remedies available to us under this Agreement, you agree us or our respective Affiliates for any products or services have been paid in full. You are
that should any Event of Default (see Section 24.4) occur, we may, with or without notice, solely responsible to inform us in writing if you want any fees or other adjustments to be
change processing or payment terms and/or suspend credits or other payments of any and debited from an account other than your Settlement Account.
all funds, money and amounts now due or hereafter to become due to you pursuant to the 19.8. You agree to pay any fines imposed on us by any Card Organization resulting from
terms of this Agreement, until we have had reasonable opportunity to investigate such event. Chargebacks and all fees, fines and other charges imposed on us by a Card Organization
17.6. You acknowledge and agree that transfers to and from the Settlement Account shall with respect to your acts or omissions. You are also responsible for all fees, fines, and other
be based on the account number and routing number supplied by you. We are not charges imposed on us as a result of acts or omissions by your agents or third parties.
responsible for detecting errors in any Settlement Account information you provide, 19.9. If your Chargeback percentage for any line of business exceeds the estimated industry
including the account numbers and routing numbers, even if any of those numbers do not Chargeback percentage, you shall, in addition to the Chargeback fees and any applicable
correspond to the actual account or financial institution identified by name. Chargeback handling fees or fines, pay us an excessive Chargeback fee for all Chargebacks
17.7. This Agreement is a contract whereby we are extending financial accommodations occurring in such month in such line(s) of business. Each estimated industry Chargeback
to you within the meaning of Section 365(c) of the U.S. bankruptcy code. Your right to percentage is subject to change from time to time by us in order to reflect changes in the
receive any amounts due or to become due from us is expressly subject and subordinate to industry Chargeback percentages reported by Visa, MasterCard, American Express or
Chargeback, setoff, lien, security interest and our rights to withhold settlement funds under Discover Network. Your Chargeback Percentage will be calculated as the larger of (a) the
this Agreement, without regard to whether such Chargeback, setoff, lien, security interest total Visa, MasterCard, American Express and Discover Network Chargeback items in any
and the withholding of settlement funds rights are being applied to claims that are line of business in any calendar month divided by the number of Visa, MasterCard,
liquidated, unliquidated, fixed, contingent, matured or unmatured. American Express and Discover Network transactions in that line of business submitted
that month, or (b) the total dollar amount of Visa, MasterCard, American Express and
18. Exclusivity
Discover Network Chargebacks in any line of business received in any calendar month
During the term of this Agreement, you shall use us as your exclusive provider of all Services. divided by the total dollar amount of your Visa, MasterCard, American Express and
19. Fees; Adjustments; Collection of Amounts Due Discover Network transactions in that line of business submitted in that month.
19.1. In consideration of the Services provided by us, you shall be charged, and hereby 19.10. You agree to promptly and carefully review your merchants statements or other
agree to pay us any and all fees set forth in this Agreement (for the purposes of clarity, this documents provided or made available to you (physically, electronically or otherwise
includes the Application and any additional pricing supplements or subsequent provided by Us or others) reflecting Card transaction activity, including, activity in your
communications), all of which shall be calculated and payable pursuant to the terms of Settlement Account. If you believe any adjustments should be made with respect to your
this Agreement and any additional pricing supplements or subsequent communications. Settlement Account, you must notify us in writing within sixty (60) days after any debit or

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credit is or should have been effected or such shorter period as provided in the terms and 21.1.5. with respect to each Card transaction, you have no knowledge or notice of any
conditions that govern such account. If you notify us after sixty (60) days, we shall have fact, circumstance or defense which would indicate that such Card transaction is fraudulent
no obligation to investigate or effect any adjustments. Any voluntary efforts by us to assist or not authorized by the related Cardholder or which would otherwise impair the validity
you in investigating such matters shall not create any obligation to continue such or collectability of that Cardholder’s obligation arising from that Card transaction or relieve
investigation or any future investigation. that Cardholder from liability with respect thereto;
19.11. If you do not pay us all fees and any other amounts due under this Agreement 21.1.6. each Card transaction is made in accordance with these General Terms, Card
within thirty (30) days of the date of our merchant statement or other statement setting Organization Rules and the Operating Procedures;
forth the amount due, then we may, in our sole discretion, charge you interest, for such 21.1.7. each Sales Draft is free of any alternation not authorized by the related Cardholder;
time that the amount and all accrued interest remain outstanding at the lesser of (i) 12% 21.1.8. you have completed one Card transaction per sale; or one Card transaction per
APR, or (ii) the maximum rate permitted by applicable law. shipment of goods for which the Cardholder has agreed to partial shipments;
19.12. Other Debits. We may also debit your Settlement Account or your settlement 21.1.9. you are validly existing, in good standing and free to enter into this Agreement;
funds in the event we are required to pay Card Organization fees, charges, fines, penalties
or other assessments as a consequence of your sales activities. Such debits shall not be 21.1.10. each statement made on the Application or other information provided to us in
subject to any limitations of time specified elsewhere in the Agreement, including, without support of this Agreement is true and correct;
limitation the following, which we may add to or delete from this list as changes occur in 21.1.11. you are not doing business under a name or style not previously disclosed to us;
the Card Organization Rules or our Operating Procedures pursuant to Section 16: 21.1.12. you have not changed the nature of your business, Card acceptance practices,
• Card Organization fees, charges, fines, penalties, registration fees, or other assessments delivery methods, return policies, or types of products or services sold requiring a different
including any fees levied against us or any amount for which you are obligated to MCC under Card Organization Rules, in a way not previously disclosed to us;
indemnify us. 21.1.13. you will use the Services only for your own proper business purposes and will not
• Currency conversion was incorrectly calculated. NOTE: For Discover Network resell, directly or indirectly, any part of the Services to any Person; (NOTE: Factoring is
transactions, you are not permitted to convert from your local Discover Network prohibited.)
approved currency into another currency, nor may you quote the price of a transaction
21.1.14. you have not filed a bankruptcy petition not previously disclosed to us;
in U.S. Dollars if completed in another approved currency.
• Discount Rate not previously charged. 21.1.15. you own and control the Settlement Account, and no third party security interest
or lien of any type exists regarding the Settlement Account or any Card transaction.
• Reversal of deposit posted to your account in error.
21.1.16. you will not at any time during the term of this Agreement, or until all amounts
• Debit for Summary Adjustment not previously posted.
due under this Agreement have been paid in full, grant or pledge any security interest or
• Reversal of Credit for deposit previously posted. lien in the Reserve Account, Settlement Account or transaction proceeds to any Person
• Debit for Chargeback never posted to your account. without our consent;
• Debit for EDC Batch error fee. 21.2. THIS AGREEMENT IS A SERVICE AGREEMENT. WE DISCLAIM ALL
• Card Organization Merchant Chargeback/fraud monitoring fees – excessive Chargeback REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU OR ANY
handling fees. OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES
• Failure of transaction to meet Member Controller Authorization Service (“MCAS”) – REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A
Cardholder account number on exception file. PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHERWISE OF ANY SERVICES
• Original transaction currency (foreign) not provided. OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY SERVICES OR ANY GOODS
• Travel Voucher exceeds maximum value.
PROVIDED BY A THIRD PARTY.
• Debit and/or fee for investigation and/or Chargeback costs related to this Agreement, or
for costs related to our collection activities in an amount no less than $100.00. 21.3. IN NO EVENT SHALL WE OR OUR AFFILIATES OR ANY OF OUR OR THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS,
• Costs arising from replacement or damage to equipment rented. BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR
• Payment of current or past due amounts for any equipment purchase, rental or lease. OTHER LEGAL THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS
• Incorrect merchant descriptor (name and/or city, state) submitted. OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR
• Incorrect transaction date submitted. CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY
• Shipping and handling fees. AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE
FORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF
• Costs or expenses associated with responding to any subpoena, garnishment, levy or THE POSSIBILITY OF SUCH DAMAGES. CLIENT ACKNOWLEDGES AND AGREES
other legal process associated with your account in an amount no less than $150.00. THAT PAYMENT OF ANY EARLY TERMINATION FEE OR LIQUIDATED DAMAGES AS
20. Chargebacks PROVIDED ELSEWHERE IN THIS AGREEMENT SHALL NOT BE PROHIBITED BY THIS
20.1. You shall be responsible for reimbursing us for all transactions you submit that are PARAGRAPH.
charged back. See the Operating Procedures for additional information regarding 21.4. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY
Chargebacks and Chargeback procedures. (INCLUDING BUT NOT LIMITED TO SECTIONS 27 or 22.5), OUR CUMULATIVE
20.2. You shall reimburse us for any Chargebacks, return items, or other losses resulting LIABILITY FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES OR
from your failure to produce a Card transaction record requested by us within the applicable DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO,
time limits. THOSE ARISING OUT OF OR RELATED TO THIS AGREEMENT), REGARDLESS OF
THE FORM OF ACTION OR LEGAL THEORY, SHALL NOT EXCEED, (I) $50,000; OR (II)
21. Representations; Warranties; Covenants; Limitations THE AMOUNT OF FEES RECEIVED BY US PURSUANT TO THIS AGREEMENT FOR
on Liability; Exclusion of Consequential Damages SERVICES PERFORMED IN THE IMMEDIATELY PRECEDING 12 MONTHS,
21.1. Without limiting any other warranties hereunder, you represent, warrant to and WHICHEVER IS LESS.
covenant with, us, and with the submission of each Sales Draft reaffirm, the following 21.5. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY
representations, warranties and/or covenants: (INCLUDING BUT NOT LIMITED TO SECTION 24), OUR LIABILITY FOR ANY DELAY
21.1.1. each Card transaction is genuine and arises from a bona fide transaction permissible IN FUNDING TRANSACTIONS TO YOU FOR ANY REASON, OTHER THAN FOR ANY
under the Card Organization Rules by the Cardholder directly with you, represents a valid REASON DESCRIBED IN SECTIONS 17.4 AND 17.6, WILL BE LIMITED TO INTEREST
obligation for the amount shown on the Sales Draft, preauthorized order, or Credit Draft, COMPUTED FROM THE DATE THAT YOU SUBMIT THE TRANSACTION TO THE DATE
and does not involve the use of a Card for any other purpose; THAT WE FUND THE TRANSACTION AT THE RATE OF THE FEDERAL FUNDS AS SET
BY THE FEDERAL RESERVE BANK OF NEW YORK, NEW YORK, FROM TIME TO TIME,
21.1.2. each Card transaction represents an obligation of the related Cardholder for the
LESS ONE PERCENT (1%).
amount of the Card transaction;
21.6. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,
21.1.3. the amount charged for each Card transaction is not subject to any dispute, setoff
BANK IS NOT RESPONSIBLE, AND SHALL HAVE NO LIABILITY, TO YOU IN ANY WAY
or counterclaim;
WITH RESPECT TO NON-BANK SERVICES.
21.1.4. each Card transaction amount is only for respective merchandise or services
(including taxes, but without any surcharge) sold, leased or rented by you pursuant to your 22. Confidentiality
business as indicated on the application and, except for any delayed delivery or advance 22.1. Unless you obtain written consents from us and each applicable Card Organization,
deposit Card transactions expressly authorized by this Agreement, that merchandise or Issuer and Cardholder, you must not use, disclose, store, sell or disseminate any Cardholder
service was actually delivered to or performed for the Cardholder entering into that Card information obtained in connection with a Card transaction (including the names, addresses
transaction simultaneously upon your accepting and submitting that Card transaction for and Card account numbers of Cardholders) except for purposes of authorizing, completing
processing; and settling Card transactions and resolving any Chargebacks, Retrieval Requests or similar

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issues involving Card transactions, other than pursuant to a court or governmental agency 23. Assignments
request, subpoena or order. You shall use proper controls for and limit access to, and render 23.1. Any transfer or assignment of this Agreement by you, without our prior written
unreadable prior to discarding, all records containing Cardholder account numbers and consent, by operation of law or otherwise, is voidable by us. Any transfer of voting control
Card imprints. You may not retain or store Magnetic Stripe data or Card Validation Codes of you or your parent shall be considered an assignment or transfer of this Agreement.
after a transaction has been authorized. If you store any electronically captured signature Furthermore, you shall indemnify and hold us harmless from all liabilities, Chargebacks,
of a Cardholder, you may not reproduce such signature except upon our specific request. expenses, costs, fees and fines arising from such transferee’s or assignee’s Submission of
22.2. You acknowledge that you will not obtain ownership rights in any information relating Card transactions to us for processing. For purposes of this Section 23, any transfer of
to and derived from Card transactions. Cardholder account numbers, personal information voting control shall be considered an assignment or transfer of this Agreement.
and other Card transaction information, including any databases containing such 23.2. The payment Services provided by us require access to a single bank account in which
information, may not be sold or disclosed to a Person as an asset upon a bankruptcy, we may initiate both credits and debits. You may not enter into any agreement that would
insolvency or failure of Client’s business. Upon a bankruptcy, insolvency or failure of Client’s require, in any circumstance or event, the transfer of any payments or proceeds from Card
business, all Card transaction information must be returned to Servicers or acceptable proof transactions covered by this Agreement to the custody or control of any Person. You may
of the destruction of all Card transaction information must be provided to Servicers. not assign any rights, including the right of payment under this Agreement, to any other
22.3. You will treat this Agreement, the Card Organization Rules and any information person. In the event that you make an assignment (or provide a security interest) of
supplied or otherwise made accessible by us or our agents as confidential, including without receivables covered by this Agreement, then we may, at our option, elect to (a) refuse to
limitation, (i) information about the products, services, operations, procedures, customers, acknowledge such assignment unless accompanied by an Authorization to both initiate
suppliers, sales, pricing, business plans and marketing strategies of Servicers, their debits or credits to the bank account of the assignee, (b) terminate this Agreement
respective Affiliates and the customers, clients and suppliers of any of them; (ii) any immediately, or (c) charge for any transfers that we are called upon to make manually to
scientific or technical information, design, process, procedure, formula, or improvement fulfill such an assignment at the rate of $100 per transfer.
that is commercially valuable and secret in the sense that its confidentiality affords Servicers 23.3. Another Visa and MasterCard member may be substituted for Bank under whose
a competitive advantage over its competitors; and (iii) all confidential or proprietary sponsorship this Agreement is performed with respect to Visa and MasterCard transactions.
concepts, documentation, reports, data, specifications, computer software, source code, Upon substitution, such other Visa and MasterCard member shall be responsible for all
object code, flow charts, databases, inventions, know-how, show-how and trade secrets, obligations required of Bank for Visa and MasterCard transactions, including without
whether or not patentable or copyrightable and will not disclose the same to any third limitation, full responsibility for its Card program and such other obligations as may be
parties, provided, however, that these restrictions do not apply to information: (a) rightfully expressly required by applicable Card Organization Rules.
obtained on a non-confidential basis from a Person and your agents and representatives, Subject to Card Organization Rules, we may assign or transfer this Agreement and our
which Person was not subject to a duty of confidentiality, (b) rightfully and independently rights, duties and obligations hereunder and/or may delegate or subcontract our rights,
known by you on a non-confidential basis prior to its disclosure or (c) generally available duties and obligations hereunder, in whole or in part, to any Person, whether in connection
to the public other than through any disclosure by or fault of you, your agents or with a change in sponsorship, as set forth in the preceding paragraph, or otherwise, without
representatives. notice to you or your consent.
22.3.1. Our confidential information shall be used by you only to exercise your rights and 23.4. Except as set forth elsewhere in this Section and as provided in the following
to perform your obligations hereunder. Client shall receive our confidential information in sentence, this Agreement shall be binding upon successors and assigns and shall inure to
confidence and not disclose the confidential information to any third party, except as may the benefit of the parties and their respective permitted successors and assigns. No assignee
be agreed upon in writing by us. Client shall safeguard all of our confidential information for the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession,
using a reasonable degree of care, but not less than that degree of care used by it in or other person charged with taking custody of a party’s assets or business, shall have any
safeguarding its own similar information or material. Upon request by us or upon right to continue, assume or assign this Agreement.
termination of this Agreement, Client shall return to us or destroy all of our confidential
information in its possession or control. 24. Term; Events of Default
22.3.2. The obligations of confidentiality and restrictions on use in this Section shall not 24.1. This Agreement shall become effective upon the date this Agreement is approved by
apply to any confidential information that: (i) was in the public domain prior to the date our Credit Department. You acknowledge that our Credit Department maintains a list of
of the Agreement or subsequently came into the public domain through no fault of Client; business types that are unqualified for our Services. We reserve the right to immediately
(ii) was received from a third party free of any obligation of confidence of Client to the terminate your account if it has been inadvertently boarded notwithstanding such Credit
third party and which third party, to Client’s knowledge, was not under an obligation to keep policies.
the information confidential; (iii) was already in Client’s possession prior to receipt from 24.2. The initial term of this Agreement shall commence and shall continue in force for
us; (iv) is required to be disclosed by law, regulation or court order after giving us as much three years after it becomes effective. Thereafter, it shall continue until we or you terminate
advance notice as practical of the possibility of disclosure; or (v) is subsequently and this Agreement upon written notice to the other, or as otherwise authorized by this
independently developed by Client’s employees, consultants or agents without use of or Agreement. Should you fail to notify us in writing of your request to terminate you
reference to our confidential information. acknowledge and agree you will continue to be charged fees pursuant to this Agreement
22.3.3. Except as specifically provided for herein, this Section does not confer any right, notwithstanding non- use of your account. If you have an equipment lease, termination of
license, interest or title in, to or under our confidential information to Client. Except as this Agreement does not terminate that equipment lease.
specifically provided for herein, no license is hereby granted to Client under any patent, 24.3. Notwithstanding the above or any other provisions of this Agreement, we may
trademark, copyright, trade secret or other proprietary rights of ours. terminate this Agreement at any time and for any reason by providing 30 days’ advance
22.3.4. Client acknowledges that breach of the restrictions on use or disclosure of any our notice to you. We may terminate this Agreement immediately or with shorter notice upon
confidential information would result in immediate and irreparable harm to us, and money an Event of Default as provided under Section 24.4 of this Agreement. In the event we
damages would be inadequate to compensate for that harm. We shall be entitled to equitable provide notice to you of any new fees or increases in existing fees for Services, pursuant to
relief, in addition to all other available remedies, to redress any breach. Section 19.5, you may terminate this Agreement without further cause or penalty by
notifying us that you are terminating this Agreement prior to the effective date of such new
22.4. We may use data collected as part of performing payment processing or other fees or increases. However, maintaining your merchant account, or your continued use of
transaction-related services for you for the purpose of providing additional products and the Services after the effective date of any such fee changes shall be deemed your acceptance
services to you, other merchants, or third parties. As permitted by law this includes of such fee changes for the Services, throughout the term of this Agreement.
collecting, using, and anonymizing cardholder information, dates, amounts, and other data
from your transactions (“Transaction Data”) to provide you with analytic products and 24.4. If any of the following events shall occur (each an “Event of Default”):
services as well as collecting and using Transaction Data anonymized and aggregated with 24.4.1. a material adverse change in your business, financial condition, or business prospects;
other merchants’ transaction data to provide you, other merchants, and third parties with or
analytic products and services. 24.4.2. any assignment or transfer of voting control of you or your parent; or
22.5. You shall not assign to any Person, the rights to use the Marks of Servicers, our agents 24.4.3. a sale of all or a substantial portion of your assets; or
or the Card Organizations.
24.4.4. irregular Card sales by you, excessive Chargebacks, noncompliance with any
22.6. All rights, title, and interest in and to all intellectual property related to the Services applicable data security standards, as determined by Servicers, or any Card Organization,
(including without limitation, the content of any materials, web screens, layouts, processing or any other Person, or an actual or suspected data security breach, or any other
techniques, procedures, algorithms, and methods), owned, developed or licensed by us prior circumstances which, in our sole discretion, may increase our exposure for your
to, during the term of, or after the Agreement, or employed by us in connection with the Chargebacks or otherwise present a financial or security risk to us; or
Services and any updates, changes, alterations, or modifications to or derivative works from
such intellectual property, shall be and remain, as among the Parties, our exclusive property. 24.4.5. any of your representations, warranties or covenants in this Agreement are breached
in any respect; or
22.7. Client agrees that we may obtain relevant information from any applicable
telecommunications provider utilized by Client, as necessary to investigate any allegation 24.4.6. you default in any material respect in the performance or observance of any term,
condition or agreement contained in this Agreement, including, without limitation, the
of fraud, suspected fraud or other actual or alleged wrongful act by Client in connection
with the Services. establishment or maintenance of funds in a Reserve Account, as detailed in Section 25; or

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24.4.7. you default in any material respect in the performance or observance of any term, us. In the event of termination of this Agreement by any party, an immediate Reserve
covenant or condition contained in any agreement with any of our respective Affiliates; or Account may be established without notice in the manner provided above. Any Reserve
Account will be held by us for the greater of ten (10) months after termination of this
24.4.8. you default in the payment when due, of any material indebtedness for borrowed Agreement or for such longer period of time as is consistent with our liability for your Card
money; or transactions and Chargebacks in accordance with Card Organization Rules. We will hold
24.4.9. you file a petition or have a petition filed by another party under the U.S. funds pursuant to this Section 25 in master account(s) with your funds allocated to separate
bankruptcy code or any other laws relating to bankruptcy, insolvency or similar sub accounts. Unless specifically required by law, you shall not be entitled to interest on any
arrangement for adjustment of debts; consent to or fail to contest in a timely and appropriate funds held by us in a Reserve Account.
manner any petition filed against you in an involuntary case under such laws; apply for or 25.3. If your funds in the Reserve Account are not sufficient to cover the Chargebacks,
consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the adjustments, fees and other charges and amounts due from you, or if the funds in the
taking of possession by, a receiver, custodian, trustee or liquidator of you or of a substantial Reserve Account have been released, you agree to promptly pay us such sums upon request.
part of your property; or make a general assignment for the benefit of creditors; or take any
action for the purpose of authorizing any of the foregoing; or 25.4.1. To secure your obligations to us and our respective Affiliates under this Agreement
and any other agreement for the provision of equipment, products or services (including
24.4.10. your independent certified accountants shall refuse to deliver an unqualified any obligations for which payments on account of such obligations are subsequently
opinion with respect to your annual financial statements and your consolidated subsidiaries; invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to
or a trustee, receiver or any other party under any bankruptcy act, state or federal law, common
24.4.11. a violation by you of any applicable law or Card Organization Rule or our law or equitable cause), you grant to us a first priority lien and security interest in and to
reasonable belief that termination of this Agreement or suspension of Services is necessary (i) the Reserve Account and (ii) any of your funds pertaining to the Card transactions
to comply with any law including without limitation the rules and regulations promulgated contemplated by this Agreement now or hereafter in our possession, whether now or
by the Office of Foreign Assets Control of the U.S. Department of the Treasury or your hereafter due or to become due to you from us. Any such funds, money or amounts now
breach, as determined by Servicers, of Section 37.2 (“Compliance with Laws”), then, upon or hereafter in our possession may be commingled with other funds of ours, or, in the case
the occurrence of (1) an Event of Default specified in subsections 24.4.4, 24.4.9 or 24.4.11, of any funds held pursuant to the foregoing paragraphs, with any other funds of other
we may consider this Agreement to be terminated immediately, without notice, and all customers of ours. In addition to any rights now or hereafter granted under applicable law
amounts payable hereunder shall be immediately due and payable in full without demand and not by way of limitation of any such rights, we are hereby authorized by you at any time
or other notice of any kind, all of which are expressly waived by you, and (2) any other and from time to time, without notice or demand to you or to any other Person (any such
Event of Default, this Agreement may be terminated by us giving not less than 10 days’ notice and demand being hereby expressly waived), to set off, recoup and to appropriate and
notice to you, and upon such notice all amounts payable hereunder shall be due and payable to apply any and all such funds against and on account of your obligations to us and our
on demand. respective Affiliates under this Agreement and any other agreement with us our respective
Affiliates for any related equipment or related services (including any check services),
24.5. Neither the expiration nor termination of this Agreement shall terminate the
whether such obligations are liquidated, unliquidated, fixed, contingent, matured or
obligations and rights of the parties pursuant to provisions of this Agreement which by
unmatured. You agree to duly execute and deliver to us such instruments and documents
their terms are intended to survive or be perpetual or irrevocable. Such provisions shall
as we may reasonably request to perfect and confirm the lien, security interest, right of set
survive the expiration or termination of this Agreement. All obligations by you to pay or
off, recoupment and subordination set forth in this Agreement.
reimburse us for any obligations associated with transactions you have submitted to us will
survive termination of this Agreement until finally and irrevocably paid in full and settled. 25.4.2. For sake of clarification and notwithstanding anything in the Agreement to the
contrary, in the event Servicers deduct, holdback, suspend, off set or set off any settlement
24.6. If any Event of Default occurs, regardless of whether such Event of Default has been
monies or amounts otherwise due you pursuant to the terms of this Agreement (collectively
cured, we may, in our sole discretion, exercise all of our rights and remedies under “Set Off Funds”), you acknowledge that such Set Off Funds will be held in a commingled
applicable law, and this Agreement including, without limitation, exercising our rights Reserve Account(s) of Servicers.
under Section 25.
25.4.3. If in replacement of or in addition to the first priority lien and security interest in
24.7. In the event you file for protection under the U.S. bankruptcy code or any other laws the Reserve Account, you grant to Servicers a first priority lien and security interest in and
relating to bankruptcy, insolvency, assignment for the benefit of creditors or similar laws, to one or more certificates of deposit, the certificates of deposit shall be uncertificated and
and you continue to use our Services, it is your responsibility to open new accounts to shall be subject to an Acknowledgement of Pledge of Certificate of Deposit and Control
distinguish pre and post filing obligations. You acknowledge that as long as you utilize the Agreement (the “Certificate of Deposit Control Agreement”) by, between and among
accounts you established prior to such filing, we will not be able to systematically segregate Customers, Servicers and the financial institution that has established and issued the
your post-filing transactions or prevent set-off of the pre-existing obligations. In that event, certificate of deposit. The form of the Certificate of Deposit Control Agreement and the
you will be responsible for submitting an accounting supporting any adjustments that you financial institution that will establish and issue the certificate of deposit shall be satisfactory
may claim. and acceptable to Servicers.
24.8. The Card Organizations often maintain merchant lists such as the Member Alert To
26. Financial and Other Information
Control High-risk (Merchants) (“MATCH”) who have had their merchant agreements or Card
Acceptance rights terminated for cause. If this Agreement is terminated for cause, you 26.1. Upon request, you will provide us and our Affiliates, quarterly financial statements
acknowledge that we may be required to report your business name and the names and other within 45 days after the end of each fiscal quarter and annual audited financial statements
information regarding its principals to the Card Organizations for inclusion on such list(s). within 90 days after the end of each fiscal year. Such financial statements shall be prepared
You expressly agree and consent to such reporting if you are terminated as a result of the in accordance with generally accepted accounting principles. You will also provide such
occurrence of an Event of Default or for any reason specified as cause by Visa, MasterCard, other financial statements and other information concerning your business and your
Discover Network or American Express. Furthermore, you agree to waive and hold us compliance with the terms and provisions of this Agreement as we may reasonably request.
harmless from and against any and all claims which you may have as a result of such reporting. You authorize us and our Affiliates to obtain from third parties financial and credit
information relating to you in connection with our determination whether to accept this
24.9. After termination of this Agreement for any reason whatsoever, you shall continue
Agreement and our continuing evaluation of your financial and credit status. We may also
to bear total responsibility for all Chargebacks, fees, Card Organization fines imposed on
access and use information which you have provided to Bank for any other reason. Upon
us as a result of your acts or omissions, Credits and adjustments resulting from Card
request, you shall provide, and/or cause to be provided, to us and our Affiliates, or our
transactions processed pursuant to this Agreement and all other amounts then due or which representatives or regulators (as well as those of the Card Organizations) reasonable access
thereafter may become due under this Agreement. to your or your providers’ facilities and records for the purpose of performing any inspection
25. Reserve Account; Security Interest and/or copying of books and/or records deemed appropriate. In such event, you shall pay
25.1. You expressly authorize us to establish a Reserve Account pursuant to the terms and the costs incurred by us or our Affiliates for such inspection, including, but not limited to,
conditions set forth in this Section 25. The amount of such Reserve Account shall be set by costs incurred for airfare and hotel accommodations.
us, in our sole discretion, based upon your processing history and the potential risk of loss 26.2. You will provide us with written notice of any judgment, writ, warrant of attachment,
to us as we may determine from time to time. execution or levy against any substantial part (25% or more in value) of your total assets
25.2. The Reserve Account shall be fully funded upon three (3) days’ notice to you, or in not later than three (3) days after you become aware of same.
instances of fraud or suspected fraud or an Event of Default, Reserve Account funding may 27. Indemnification
be immediate. Such Reserve Account may be funded by all or any combination of the 27.1. You agree to indemnify and hold us and the Card Organizations harmless from and
following: (i) one or more debits to your Settlement Account or any other accounts held by against all losses, liabilities, damages and expenses: (a) resulting from the inaccuracy or
Bank or any of its Affiliates, at any financial institution maintained in the name of Client, untruthfulness of any representation or warranty, breach of any covenant or agreement or
any of its principals, or any of its guarantors, or if any of same are authorized signers on any misrepresentation by you under this Agreement; (b) arising out of your or your
such account; (ii) any payments otherwise due to you; (iii) your delivery to us of a letter employees’ or your agents’ negligence or willful misconduct, in connection with Card
of credit; or (iv) if we so agree, your pledge to us of a freely transferable and negotiable transactions or otherwise arising from your provision of goods and services to Cardholders;
certificate of deposit. Any such letter of credit or certificate of deposit shall be issued or (c) arising out of your use of the Services; or (d) arising out of any third party
established by a financial institution acceptable to us and shall be in a form satisfactory to

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indemnifications we are obligated to make as a result of your actions (including g) You shall provide a copy of the receipt for a WEX Card sale, upon the request of the
indemnification of any Card Organization or Issuer). Cardholder, to the extent permitted by applicable law, which shall not include the full
account number or driver identification number;
27.2. Subject to the limitations set forth in Section 21.4, we agree to indemnify and hold
you harmless from and against all losses, liabilities, damages and expenses resulting from h) You shall require the Cardholder to sign a receipt when a WEX Card sale is not
any breach of any warranty, covenant or agreement or any misrepresentation by us under completed by an island Card reader;
this Agreement or arising out of our or our employees’ gross negligence or willful i) You shall take all commercially reasonable efforts to protect manual WEX Card sales
misconduct in connection with this Agreement; provided that this indemnity obligation data from fraud or misuse;
shall not apply to Bank with respect to Non-Bank Services. j) You shall not divide the price of goods and services purchased in a single WEX Card sale
28. Special Provisions Regarding Non-Bank Cards among two or more sales receipts or permit a WEX Card sale when only partial payment
28.1. Non-Bank Card transactions are provided to you by Processor and not by Bank and is made by use of the WEX Card and the balance is made with another bank Card;
include transactions made using Discover Network, American Express, Voyager and WEX k) Client acknowledges that fuel tax removal at the point of sale is not permitted. For all
Card types. The Services provided, transactions processed and other matters contemplated payment system product codes that are taxable, transaction dollar amount and price
under this Section 28 are subject to the rest of this Agreement, as applicable, except to the per gallon (PPG) must contain the sum of the fuel cost and PPG inclusive of all
extent the terms of this Section 28 directly conflict with another provision of this applicable Federal, State, County, Local and other fuel taxes.
Agreement, in which case the terms of this Section 28 will control; provided, however, that l) You shall securely maintain a record of all WEX Card sales, including the Authorization
(i) Bank is not a party to this Agreement insofar as it relates to Non-Bank Card services, and Request Data, for a period of one year and produce such records upon the reasonable
Bank is not liable to you in any way with respect to such Services and (ii) you agree to pay request of WEX;
Processor any per item processing, authorization and other fees described in the Application
for any non-acquired transaction services you receive from Processor. For the purposes of m) You shall notify Processor of any errors contained within a settlement report within
this section, the words “we,” “our” and “us” refer only to the Processor and not to the Bank. forty-five (45) days of receipt of such report. Processor will not accept reprocessing
You authorize us to share information from your Application with American Express, requests for WEX transactions older than 90 days;
Discover Network and any other Non-Bank Card Organization. n) You shall allow WEX to audit records, upon reasonable advance notice, related to the
28.2. You understand that if, based upon your anticipated Card transaction volume you do WEX Full Service; and
not qualify for our full service program but have otherwise been approved for accepting o) You shall retransmit WEX Card sales data when reasonably requested to do so.
American Express transactions, your authorizations will be obtained from and funded by p) Client acknowledges and agrees that its sole remedies with respect to the WEX Full
American Express. American Express will provide you with its own agreement that governs Acquiring services shall be against Processor for the WEX Full Acquiring Services and
those transactions. You understand and agree that we are not responsible and assume not WEX, except to the extent that WEX knows of any fraud related to the WEX Cards
absolutely no liability with regard to any such transactions, including but not limited to the and fails to provide notice of such fraud or WEX commits fraud in respect to the WEX
funding and settlement of American Express transactions, and that American Express will Full Acquiring Services.
charge additional fees for the services they provide.
28.7. If you accept Voyager Cards:
28.3. If you accept JCB, Diners Club International, UnionPay, BCcard, and
Dinacard, you agree to be bound by the Discover Network provisions of this Agreement. • In addition to the information stated in Section 1 (MasterCard, Visa, Discover Network,
You also acknowledge and agree that JCB, Diners Club International, UnionPay, BCcard, and and American Express Acceptance) of the Operating Procedures, you should check Fleet
Dinacard transactions will be processed under and subject to Discover Network Card Cards for any printed restrictions at the point of sale.
Organization Rules. • In addition to the information provided under Section 1.5 (Special Terms) of the
28.4. If you accept Voyager and/or WEX Cards, you agree to be bound by the WEX Operating Procedures, you shall establish a fair policy for the exchange and return of
and/or Voyager rules. You also agree to be bound by all other provisions of this Agreement merchandise. You shall promptly submit credits to us for any returns that are to be
which are applicable to WEX and/or Voyager. credited to a Voyager Cardholder’s account. Unless required by law, you shall not give
any cash refunds to any Voyager Card holder in connection with a sale.
28.5. If you execute a separateWEX Merchant Agreement (WEX Non Full Service
Program), you understand that we will provide such agreement to WEX, but that neither • In addition to the information required under Section 3.1 (Information Required) of the
we nor WEX shall have any obligation whatsoever to you with respect to processing WEX Operating Procedures, the following information must be contained on the single page
Cards unless and until WEX executes your WEX Merchant Agreement. If WEX executes document constituting the Sales Draft for Voyager transactions:
your WEX Merchant Agreement and you accept WEX Cards, you understand that WEX All authorization request data for Voyager Card sales must include Voyager Cardholder
transactions are processed, authorized and funded by WEX. You understand that WEX is account number, Card expiration date, driver identification number; and the amount of
solely responsible for all agreements that govern WEX transactions and that we are not the transaction, date and time of the transaction, quantity of goods sold, unit price, and
responsible and assume absolutely no liability with regard to any such agreements or WEX product code (the “Authorization Request Data”). All manual Voyager Card sales (i.e.,
transactions, including but not limited to the funding and settlement of WEX transactions. sales facilitated by a card imprinter) must include an Authorization number or other
You understand that WEX will charge additional fees for the services that it provides. approval code from Voyager along with the aforementioned Authorization Request Data.
28.6. If you elect to participate in the WEX Full Service Program, the following The type of goods sold, quantity of goods sold, unit price/price per gallon (if applicable),
terms and conditions shall apply: taxes, and any coupons presented within the product detail of a transaction must be
accurate. Product detail presented must also equal the total amount of the sale when
a) Youshall provide, at your own expense, all equipment necessary to permit the electronic calculated (i.e., Product qty x unit price must equal product amount. Sum of all product
acceptance of the WEX Cards, including the operation and maintenance of the amounts including taxes minus any coupons must equal total transaction amount.)
equipment, telecommunication link, and provision of all networking services;
• Client acknowledges that fuel tax removal at the point of sale is not permitted. For all
b) All authorization request data for WEX Card sales must include WEX Cardholder payment system product codes that are taxable, transaction dollar amount and price per
account number, vehicle number, Card expiration date, driver identification number; gallon (PPG) must contain the sum of the fuel cost and PPG inclusive of all applicable
and the amount of the transaction, date and time of the transaction, quantity of goods Federal, State, County, Local and other fuel taxes
sold, unit price, and product code (the “Authorization Request Data”). All manual WEX
Card sales (i.e., sales facilitated by a card imprinter) must include an Authorization • If an increase in the number of Voyager transaction authorization calls from you not due
number or other approval code from WEX along with the aforementioned to our or Voyager system outages in excess of 15% for a given month as compared to the
Authorization Request Data. The type of goods sold, quantity of goods sold, unit previous month occurs, we may, in our discretion, deduct telephone charges, not to
price/price per gallon (if applicable), taxes, and any coupons presented within the exceed $.25 (25 cents) per call, for the increased calls, from your settlement of your
product detail of a transaction must be accurate. Product detail presented must also Voyager transactions.
equal the total amount of the sale when calculated (i.e., Product qty x unit price must • In addition to the information provided under Section 7 (Settlement) of the Operating
equal product amount. Sum of all product amounts including taxes minus any coupons Procedures, settlement of Voyager transactions will generally occur by the fourth banking
must equal total transaction amount.); day after we process the applicable card transactions. We shall reimburse you for the
c) You shall not submit a WEX Card sale for processing when a WEX Card is not presented dollar amount of sales submitted for a given day by you, reduced by the amount of
at the time of the WEX Card sale; Chargebacks, tax exemptions, discounts, credits, and the fees set forth in the Application.
Notify processor of any errors contained with the Settlement Reports within thirty (30)
d) You shall complete a WEX Card sale only upon the receipt of an Authorization approval calendar days of receipt of such report. Neither we nor Voyager shall be required to
message and not accept a WEX Card when an expired Card/decline message is received; reimburse you for sales submitted more than sixty (60) calendar days from the date of
e) You shall not submit a WEX Card sale for processing until the goods have been purchase.
delivered or services performed; • For daily transmission of sales data, you shall securely maintain true and complete records
f) You shall not accept a WEX Card where the WEX Card appears to be invalid or expired in connection with the information required to be provided under this paragraph for a
or there is reasonable belief that the WEX Card is counterfeit or stolen; period of not less than thirty-six (36) months from the date of the generation of the data.

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 Youmay store records on electronic media, if secure. You are responsible for the expense • You may not manually enter the account number. The account number must be read
of retaining sales data records and Sales Drafts. electronically from the Magnetic Stripe. If the Magnetic Stripe is unreadable, you must
request another form of payment from the Cardholder.
• In addition to the scenarios identified in Section 10.1.4 of this Program Guide that could
cause an authorization related Chargeback to occur, with respect to Voyager transactions, • Any applicable tax must be included in the total transaction amount for which
Chargebacks shall be made in accordance with any other Voyager rules. Notwithstanding Authorization is requested. Tax may not be collected separately in cash.
termination or expiration of this paragraph or the Agreement, you shall remain liable for • YOU ARE RESPONSIBLE TO SECURE YOUR TERMINALS AND TO INSTITUTE
all outstanding Chargebacks on Voyager transactions. APPROPRIATE CONTROLS TO PREVENT EMPLOYEES OR OTHERS FROM
• In addition to the information provided under Section 21 (Representations; Warranties; SUBMITTING CREDITS AND VOIDS THAT DO NOT REFLECT BONA FIDE
Covenants; Limitations of Liability; Exclusion of Consequential Damages) of the General RETURNS OR REIMBURSEMENTS OF PRIOR TRANSACTIONS.
Terms, in no event shall our cumulative liability to you for losses, claims, suits, 29.3. Cash Back From Purchase. You have the option of offering cash back to your
controversies, breaches or damages for any cause whatsoever in connection with Voyager customers when they make a PIN Debit Card purchase. You may set a minimum and
transactions exceed the lesser of $10,000.00 or the Voyager transaction fees paid by you maximum amount of cash back that you will allow. If you are not now offering this service,
to us for the two months prior to the action giving arise to the claim. your terminal may require additional programming to begin offering cash back as long as
• Notwithstanding anything in this Agreement to the contrary, our obligation to provide it is supported by the PIN Debit Network.
services to you relating to any Fleet Card will terminate automatically without penalty to 29.4. Settlement. Within one Business Day of the original transaction, you must balance
us or the related Card Organization upon the earlier of (i) the termination or expiration each location to our system for each Business Day that each location is open.
of our agreement with such Card Organization, (ii) at least twenty (20) days prior written
29.5. Adjustments. An adjustment is a transaction that is initiated to correct a Debit Card
notice by us to you; (iii) your failure to comply with material terms relating to such Fleet
transaction that has been processed in error. You will be responsible for all applicable
Card transactions, or (iv) written notice, if a Card Organization discontinues its Card.
adjustment fees that may be charged by a Debit Card network. Some PIN Debit networks
29. Special Provisions for Debit Card may have established minimum amounts for adjustments.
The special provisions outlined in this Section 29 apply only to those Debit Card There are several reasons for adjustments being initiated:
transactions that are processed by a Cardholder entering a PIN unless the transaction is a
• The Cardholder was charged an incorrect amount, either too little or too much.
network supported PINless transaction. A PINless transaction is a Debit card transaction
that a merchant submits to us for settlement/funding transactions with neither a PIN nor • The Cardholder was charged more than once for the same transaction.
Signature. The Services provided, transactions processed and other matters contemplated • A processing error may have occurred that caused the Cardholder to be charged even
under this Section 29 are subject to the rest of this Agreement, as applicable, except to the though the transaction did not complete normally at the point of sale.
extent the terms of this Section 29 directly conflict with another provision of this
All parties involved in processing adjustments are regulated by time frames that are specified
Agreement, in which case the terms of this Section 29 will control.
in the operating rules of the applicable PIN Debit network, The Electronic Funds Transfer
29.1. Debit Card Acceptance. Most, but not all, ATM Cards (Debit Cards) can be Act, Regulation E, and other applicable law.
accepted at the point of sale at participating locations. Examine the back of the Debit Card
to determine if the Card participates in a PIN Debit network that you are authorized to 30. Special Provisions Regarding EBT Transactions
accept. PIN Debit network Mark(s) are usually printed on the back of the Card. If the Debit If you elect to accept EBT Cards and engage in EBT transactions, the terms and conditions
Card is valid and issued by a financial institution Issuer participating in a PIN Debit of this Section 30 shall apply.
network, you must comply with the following general requirements for all participating EBT transactions are provided to you by Processor and not by Bank. The Services provided,
PIN Debit networks, in addition to the specific requirements of that PIN Debit network: transactions processed and other matters contemplated under this Section 30 are subject to
• You must honor all valid Debit Cards when presented that bear authorized PIN Debit the rest of this Agreement, as applicable, except to the extent the terms of this Section 30
network Marks. directly conflict with another section of this Agreement, in which case the terms of this
• You must treat transactions by Cardholders from all Issuers in the same manner. Section 30 will control; provided, however, that Bank is not a party to this Agreement insofar
as it relates to EBT transactions, and Bank is not liable to you in any way with respect to
• You may not establish a minimum or maximum transaction amount for Debit Card such Services. For the purposes of this section, the words “we,” “our” and “us” refer only
acceptance. to the Processor and not to the Bank.
• You may not require additional information, besides the PIN, for the completion of the We offer electronic interfaces to EBT networks for the processing, settlement and switching
transaction unless the circumstances appear suspicious. A signature is not required for of EBT transactions initiated through the use of a state-issued EBT card (“EBT Card”) at
Debit Card transactions. your POS Terminal(s) for the provision of United States Department of Agriculture, Food
• You shall not disclose transaction related information to any party other than your agent, and Nutrition Service (“FNS”), Supplemental Nutrition Assistance Program (“SNAP”) and
a PIN Debit network, or Issuer and then only for the purpose of settlement or error Women, Infants and Children Benefits (“WIC Benefits”) and/or government delivered Cash
resolution. Benefits (Cash Benefits, together with FNS, SNAP and WIC Benefits, collectively are referred
• You may not process a Credit Card transaction in order to provide a refund on a Debit to as the “EBT benefits”) to EBT benefit recipients (“EBT customers”), subject to the terms
Card transaction. below.
29.2. Transaction Processing. The following general requirements apply to all Debit 30.1. Acceptance of EBT Benefits. You agree to accept EBT Cards and provide EBT
Card transactions: benefits to EBT customers through the use of a POS Terminals, PIN pad and printer or
other equipment that meet standards set forth in the EBT Rules (“Authorized Terminal”)
• All Debit Card transactions must be authorized and processed electronically. There is no
applicable to such EBT benefits during your normal business hours, in a manner consistent
Voice Authorization or Imprinter procedure for Debit Card transactions.
with your normal business practices and in accordance with the EBT Rules.
• You may not complete a Debit Card transaction that has not been authorized. If you
The “EBT Rules” means (i) all procedures that we establish and provide to you from time-
cannot obtain an Authorization at the time of sale, you should request another form of
payment from the Cardholder or process the transaction as a Store and Forward or to-time regarding your acceptance of EBT Cards and provision of EBT benefits to EBT
Resubmission, in which case you assume the risk that the transaction fails to authorize customers; (ii) the Quest Rules, as amended from time-to-time, issued by the National
or otherwise declines. The Cardholder should be instructed to contact the Issuer to find Automated Clearing House Association and as approved by the Financial Management
out why a transaction has been declined. Service of the U.S. Treasury Department, as necessary (and any rules that succeed or replace
the Quest Rules); and (iii) other such laws, rules, regulations and procedures that are
• Unless the transaction is a network supported PINless transaction, you may not complete applicable to the acceptance of EBT Cards and the provision of EBT benefits by you under
a Debit Card transaction without entry of the PIN by the Cardholder. The PIN must be this Section 30, including without limitation, laws pertaining to delivery of services to EBT
entered into the PIN pad only by the Cardholder. You cannot accept the PIN from the customers and EBT customer confidentiality, the federal Civil Rights Act of 1964,
Cardholder verbally or in written form. Rehabilitation Act of 1973, Americans with Disabilities Act of 1990, Clean Air Act, Clean
• The PIN Debit network used to process your transaction will depend upon, among other Water Act, Energy Policy and Conservation Act, Immigration Reform and Control Act of
things, our own business considerations, the availability of the PIN Debit network at the 1986, regulations issued by the Department of Agriculture pertaining to Food Stamp
time of the transaction and whether a particular Debit Card is enabled for a particular PIN Program, and, any additional procedures specified by the state regarding lost EBT Cards,
Debit network. The PIN Debit network utilized to route your transaction may or may forgotten PINs, discrepancies in benefits authorized and similar matters by providing EBT
not be the lowest cost network available. We may, in our sole discretion (i) utilize any PIN customers with information such as telephone numbers and addresses of the state or other
Debit network available to us for a given transaction (including a PIN Debit network appropriate agencies. The “Food Stamp Program” is the government benefits program
affiliated with Processor) and (ii) add and/or remove PIN Debit networks available to you operated under the authority of the Food Stamp Act of 1964.
based on a variety of factors including availability, features, functionality and our own You will provide EBT benefits to EBT customers, in accordance with the procedures set
business considerations. forth in the EBT Rules, in the amount authorized through your Authorized Terminal upon
• You must issue a receipt to the Cardholder upon successful completion of a transaction presentation by an EBT customer of an EBT Card and such EBT customer’s entry of a valid
and effect PAN Truncation on it. PIN. If the Authorized Terminal fails to print EBT benefit issuance information as approved

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and validated as a legitimate transaction, you will comply with the procedures set forth in effect the issuance and distribution of EBT benefits under this Agreement, including without
the EBT Rules for authorization of EBT benefits in such instance. You are solely responsible limitation, any applicable franchise tax certificate and non-governmental contractor’s
for your provision of EBT benefits other than in accordance with authorizations timely certificate, and covenant that you will not accept EBT Cards or provide EBT benefits at any
received from EBT service provider. You will not resubmit any EBT Card transaction except time during which you are not in compliance with the requirements of any EBT Rules.
as specifically permitted by the EBT Rules and procedures applicable to such EBT Card 30.6. Term andTermination. If you are disqualified or withdrawn from the Food Stamp
transaction. You must provide a receipt for each EBT transaction to the applicable EBT Program, your authority to issue benefits will be terminated concurrently therewith. Such
customer. disqualification or withdrawal will be deemed a breach of this Agreement with respect to
You will not accept any EBT Card for any purpose other than providing EBT Benefits, your authority to issue Cash Benefits and, in the event of such disqualification, we have the
including without limitation accepting an EBT Card as security for repayment of any EBT right to immediately terminate the provision of service under this Section 30 or the
customer obligation to you. In the event of any violation of this provision, you will be Agreement in its entirety. With respect to the issuance of Cash Benefits only, your authority
obligated to reimburse the state or us for any EBT benefits unlawfully received by either you to issue Cash Benefits may be suspended or terminated immediately at the sole discretion
or an EBT customer to the extent permitted by law. Cash should never be dispensed for of us, the state or its EBT service provider, effective upon delivery of a notice of suspension
FNS, SNAP and WIC Benefits. or termination specifying the reasons for such suspension or termination if there will be (i)
any suspension, injunction, cessation, or termination of the EBT service provider’s authority
30.2. Manual EBTVouchers. In accordance with the procedures set forth in this Section to provide EBT services to the state; (ii) failure by you, upon not less than thirty (30) days’
30 and the EBT Rules, you will manually accept EBT Cards during periods of time when your prior written notice, to cure any breach by you of these terms and conditions, including
Authorized Terminal is not working or the EBT system in not available; you will manually without limitation, your failure to support the issuance of EBT benefits during your normal
provide EBT benefits in the amount authorized through the applicable EBT service provider business hours consistent with your normal business practices, your failure to comply with
to the EBT customers at no cost to the EBT customers upon presentation by an EBT customer EBT benefit issuance procedures, your impermissible acceptance of an EBT Card, or your
of his/her EBT Card. All manual voucher authorizations must be cleared on your POS disqualification or withdrawal from the Food Stamp Program; or (iii) based on a state’s or
terminal for payment of voucher to be made to you. In addition to any procedures set forth its EBT service provider’s investigation of the relevant facts, evidence that you or any of
in the EBT Rules, the following limitations will apply to manual issuance of FS Benefits by your agents or employees are committing, participating in, or have knowledge of fraud or
merchant: theft in connection with the dispensing of EBT benefits. If you fail to cure any breach as set
i. An authorization number for the amount of the purchase must be received by you from forth above, you may appeal such suspension of termination to the applicable state for
the applicable EBT service provider while the respective EBT customer is present and determination in its sole discretion.
before you provide such EBT customer with any FNS, SNAP and WIC Benefits, or Cash In the event that your authority to accept benefits is suspended or terminated by a state or
Benefits, as applicable. You must not attempt to voice authorize a manual EBT its EBT service provider, and you successfully appeal such suspension or termination to
transaction if the EBT customer is not present to sign the voucher. The EBT customer the state or its EBT service provider, we shall be under no obligation to reinstate the services
must sign the voucher. A copy of the voucher should be given to the EBT customer at previously provided under this Section 30 or the Agreement, as applicable.
the time of authorization and you should retain one copy for your records.
The provision of services under this Section 30 shall terminate automatically if our
ii. Specified EBT customer, clerk and sales information, including the telephone agreement or our service provider’s agreement with any applicable state’s EBT service
authorization number, must be entered properly and legibly on the manual sales draft. provider terminates for any reason.
iii. All manual voucher authorizations must be cleared on your Authorized Terminal before You will give prompt notice to us if you plan to stop accepting EBT Cards and providing
payment of voucher will be made to you. Vouchers must be cleared within 10 Business EBT benefits or if you are unable to comply with the terms of this Section 30.
Days after the date of applicable voice authorization. Vouchers cannot be cleared by
any manner except by your Authorized Terminal therefore you should never mail 30.7. Confidentiality of EBT System Information. All information related to EBT
vouchers requesting payment. If a voucher expires before it has been cleared by your customers and/or the issuance of EBT benefits shall be considered confidential information.
Authorized Terminal for payment, no further action can be taken to obtain payment Individually identifiable information relating to an EBT customer or applicant for EBT
for the voucher. benefits will be held confidential and will not be disclosed by you or your directors, officers,
iv. In the event that, due to EBT host failure, EBT benefit availability for an EBT customer employees or agents, without prior written approval of the applicable state.
cannot be determined at the time you request authorization, the maximum authorized You will: (a) implement appropriate measures designed to: (1) ensure the security and
manual transaction and benefit encumbrance will be $40.00 or such other state specific confidentiality of all non-public personal information or materials regarding customers
floor limit as set forth in the most current version of the applicable EBT Rules. (“NPPI”); (2) protect against any anticipated threats or hazards to the security or integrity
v. Except as specifically provided in the applicable EBT Rules, you will not be reimbursed of NPPI; (3) protect against unauthorized access to or use of NPPI that could result in
and will be solely responsible for a manual transaction when you fail to obtain an substantial harm or inconvenience to any customer and (4) ensure the proper disposal of
authorization number from the applicable EBT service provider as set forth in this NPPI; and (b) take appropriate actions to address incidents of unauthorized access to NPPI,
Section 30 or otherwise fail to process the manual transaction in accordance with the including notification to us as soon as possible.
EBT Rules. The use of information obtained by you in the performance of your duties under this
vi. If you have not received an authorization number in accordance with paragraph 30.1 Section 30 will be limited to purposes directly connected with such duties.
above, you may not “re-submit” a manual sales draft for payment for the same 30.8. EBT Service Marks. You will adequately display any applicable state’s service Marks
transaction. or other licensed marks, including the Quest Marks, and other materials supplied by us
30.3. Acceptance of Cash Benefits. If you agree to accept EBT Cards and to provide (collectively the “Protected Marks”) in accordance with the standards set by the applicable
Cash Benefits, you agree to maintain adequate cash on hand to issue EBT service provider state. You will use the Protected Marks only to indicate that EBT benefits are issued at your
authorized Cash Benefits and will issue such Cash Benefits to EBT customers in the same location(s) and will not indicate that we, any state or its EBT service provider endorse your
manner and to the same extent cash is provided to your other customers. You may not goods or services. Your right to use such Protected Marks pursuant to this Agreement will
require, and may not in your advertising suggest, that any EBT customers must purchase continue only so long as this Section 30 remains in effect or until you are notified by us,
goods or services from you as a condition to receiving Cash Benefits, unless such condition any state or its EBT service provider to cease their use or display. You will not use the Marks
applies to other customers as well. You may not designate and direct EBT customers to of any EBT service provider without prior written approval from such EBT service provider.
special checkout lanes restricted to use by EBT customers unless you also designate and 30.9. Miscellaneous.
direct other customers to special checkout lanes for Debit Cards or Credit Cards and/or 30.9.1. Errors. You will fully cooperate with us and any other participants in the EBT
other payment methods such as checks other than cash. system in the resolution of errors and disputes regarding EBT transactions processed
30.4. Interoperability. If you accept EBT Cards and provide EBT benefits (FNS, SNAP pursuant to this Section 30. You will promptly notify us of any such errors or disputes.
and WIC Benefits and/or Cash Benefits), you must do so for EBT customers from all states. 30.9.2. Issuance Records.
If you provide FNS, SNAP and WIC Benefits under this Agreement, you represent and
warrant to us that you are a FNS authorized merchant and are not currently disqualified or i. You agree to make available such informational materials as may be required by the
withdrawn from redeeming food stamp coupons or otherwise disqualified or withdrawn state, its EBT service provider or any applicable regulations pertaining to the issuance
by FNS. You agree to secure and maintain at your own expense all necessary licenses, of Benefits.
permits, franchises, or other authorities required to lawfully effect the issuance and ii. You will retain all EBT-related records (including but not limited to manual sales drafts
distribution of EBT benefits under this Agreement, including without limitation, any or vouchers) in the manner required by the EBT Rules or otherwise reasonably
applicable franchise tax certificate and non-governmental contractor’s certificate, and requested by us for three (3) years following the date of the applicable EBT transaction,
covenant that you will not accept EBT Cards or provide EBT benefits at any time during or for such additional period as may be required by the EBT Rules. Records involving
which you are not in compliance with the requirements of any EBT Rules. matters in litigation will be kept by you for a period of not less than three (3) years
30.5. Required Licenses. If you provide FNS, SNAP and WIC Benefits under this following the termination of the applicable litigation. Copies of any documents in media
Agreement, you represent and warrant to us that you are a FNS authorized merchant and other than paper (e.g., microfilm, etc.) related to this Section 30 may be substituted for
are not currently disqualified or withdrawn from redeeming food stamp coupons or the originals to the extent permitted under applicable EBT Rules and provided that
otherwise disqualified or withdrawn by FNS. You agree to secure and maintain at your own legible paper copies can be reproduced within a reasonable time after such records are
expense all necessary licenses, permits, franchises, or other authorities required to lawfully requested.

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iii. You will make all EBT-related records available for audit upon request to representatives • Suspension of Wireless Services. We or a Wireless Network may suspend the Wireless
of the state or its EBT service provider, or other authorized state or federal government Services to: (a) prevent damages to, or degradation of, our or a Wireless Network’s network
agency during normal business hours. integrity that may be caused by a third party; (b) comply with any law, regulation, court
order or other governmental request which requires immediate action; or (c) otherwise
iv. Toassure compliance with this Agreement, including without limitation this Section 30, protect us or a Wireless Network from potential legal liability. Tothe extent commercially
the state, its EBT service provider, or other authorized state or federal government reasonable, we shall give notice to you before suspending the Wireless Services to you. If
agency, will at all times, upon advance notice except in the case of suspected fraud or not commercially reasonable to give prior notice, we will give notice to you as soon as
other similar activity, have the right to enter, during normal business hours, your commercially practicable thereafter. Availability of the Wireless Services may vary due to
premises to inspect or evaluate any work performed under this Agreement, or to obtain events beyond the control of us or our Wireless Vendors. In the event of a suspension of
any other information required to be provided by you or otherwise related to this the Wireless Services, we or the applicable Wireless Vendor will promptly restore the
Agreement.
Wireless Services after the event giving rise to the suspension has been resolved.
30.9.3. Training. You will train and permit your employees to receive training regarding
31.2. Software Licenses. Processor hereby grants to you a non-exclusive, non-
the issuance of EBT benefits.
transferable, revocable limited sublicense to use any wireless software (including any
30.9.4. Amendments. Notwithstanding anything to the contrary in this Agreement, if documentation relating to or describing the wireless software) downloaded by you or your
any of these terms and conditions are found to conflict with the EBT Rules or federal or state designee from Processor’s systems onto the Wireless Equipment in connection with your
policy, these terms and conditions are subject to reasonable amendment by us, a state or its purchase and use of the Wireless Services in accordance with the terms of this Agreement,
EBT service provider to address such conflict upon written notice to you and such including this Section 31. Anything in this Agreement to the contrary notwithstanding, we
amendment shall become effective upon such notice. or certain third parties retain all ownership and copyright interest in and to all Wireless
30.9.5. State Action. Nothing contained herein shall preclude a state from commencing Software, related documentation, technology, know-how and processes embodied in or
appropriate administrative or legal action against you or for making any referral for such provided in connection with the Wireless Software, and you shall have only a nonexclusive,
action to any appropriate federal, state, or local agency. non-transferable license to use the Wireless Software in your operation of the Wireless
30.9.6. Reference to State. Any references to state herein will mean the state in which Equipment for the purposes set forth in this Agreement. Nothing in this Agreement confers
you accept EBT benefits pursuant to this Section 30. If you accept EBT benefit in more than any title or ownership of any such Wireless Software to you or shall be construed as a sale
one state pursuant this Section 30, then the reference will mean each such state severally, of any rights in any such Wireless Software to you. You agree to accept, agree to and be
not jointly. bound by all applicable terms and conditions of use and other license terms applicable to
such Wireless Software. You shall not reverse engineer, disassemble or decompile the
30.9.7. Third Party Beneficiaries. These terms and conditions, do not create, and will Wireless Software. You shall not give any Person access to the Wireless Software without our
not be construed as creating, any rights enforceable by any person not having any rights prior written consent. Your obligations under this Section 31.2 shall survive the termination
directly under this Agreement, except that the state and its Issuer, as defined in the Quest of this Agreement. You acknowledge that the only right you obtain to the Wireless Software
Rules, will be deemed third party beneficiaries of the representations, warranties, covenants is the right to use the Wireless Software in accordance with the terms in this Section.
and agreements made by you under the Agreement, including without limitation this
Section 30. 31.3. Limitation on Liability. We shall have no liability for any warranties by any party
with respect to uninterrupted Wireless Services, as set forth in Section 31.10, or for any
31. Special Provisions Regarding Wireless Service Person’s unauthorized access to Client’s data transmitted through either the Wireless
If you elect to purchase the Wireless Services from us as indicated on the Application, then Equipment or Wireless Services (including the Wireless Software), or Wireless Networks,
the following terms and conditions of this Section 31, referred to as the “Wireless Services regardless of the form of action (whether in contract, tort (including negligence), strict
Terms,” shall apply. THE WIRELESS SERVICES ARE BEING SOLD TO YOU FOR USE IN liability or otherwise). The foregoing notwithstanding, for any other liability arising out of
BUSINESS AND ARE NOT BEING SOLD TO YOU FOR HOUSEHOLD OR PERSONAL or in any way connected with these Wireless Services terms, including liability resulting
USE. Sale of Wireless Services is made by Processor and not the Bank. The Services solely from loss or damage caused by partial or total failure, delay or nonperformance of the
provided, transactions processed and other matters contemplated under this Section 31 are Wireless Services or relating to or arising from your use of or inability to use the Wireless
subject to the rest of this Agreement, as applicable, except to the extent the terms of this Services, Processor’s, Bank’s, and Wireless Vendor(s)’ liability shall be limited to your direct
Section 31 directly conflict with another section of this Agreement, in which case the terms damages, if any, and, in any event, shall not exceed the lesser of the amount paid by you
of this Section 31 will control; provided, however, that Bank is not a party to this Agreement for the particular Wireless Services during any period of failure, delay, or nonperformance
insofar as it relates to Wireless Services, and Bank is not liable to you in any way with of the Wireless Services or $50,000.00. In no event shall Servicers, Wireless Vendor(s) or
respect to such services. For the purposes of this section, the words “we,” “our” and “us” our respective Affiliates be liable for any indirect incidental, special, consequential or
refer only to the Processor and not to the Bank. punitive damages. The remedies available to you under these Wireless Services Terms will
Through one or more third party vendors (“Wireless Vendor(s)”) selected by us in our sole be your sole and exclusive remedies with respect to the Wireless Services.
discretion, we have acquired the right to resell certain wireless data communication services 31.4. Indemnification. In addition to any other indemnifications as set forth in this
that use radio base stations and switching offered by certain cellular telephone and data Agreement, you will indemnify and hold Servicers, Wireless Vendor(s) and our respective
networks throughout the country (the “Wireless Networks”) in order to allow you to officers, directors, employees, and Affiliates harmless from and against any and all losses,
capture and transmit to Processor and Bank certain wireless Card Authorization claims, liabilities, damages, costs or expenses arising from or related to: (a) the purchase,
transactions or to transmit other communications to our system (“Wireless Services”). delivery, acceptance, rejection, ownership, possession, use condition, liens against, or return
If you elect to purchase voice and/or data services directly from a third party provider for of the Wireless Equipment or the Wireless Equipment (including the Wireless Software),
use with the Wireless Equipment as permitted by Processor, you acknowledge and agree as applicable; (b) your negligent acts or omissions; (c) any breach by you of any of your
that this Agreement does not address or govern those voice and/or data services or your obligations under this Section 31; or (d) any Person’s unauthorized access to Client’s data
relationship with that third party provider, and Servicers are in no way responsible for and/or unauthorized financial activity occurring on your Merchant Account Number
providing, maintaining, servicing or supporting such third party voice and/or data services. hereunder, except to the extent any losses, liabilities, damages or expenses result from our
gross negligence or willful misconduct.
31.1. Purchase of Wireless Services. The prices that you will pay for the Wireless
Services are set forth on the Application. In connection with your purchase of Wireless 31.5. Confidentiality. All information or materials which could reasonably be considered
Services, you will receive access to a certain Wireless Network(s). confidential or competitively sensitive that you access from or relate to either Wireless
Vendor(s) or Servicers related to the subject matter of these Wireless Services Terms will be
• Licenses. You agree to obtain any and all licenses, permits or other authorizations required
considered confidential information. You will safeguard our confidential information with
by the Federal Communications Commission (“FCC”) or any other regulatory authority,
if any, for the lawful operation of Wireless Equipment used by you in connection with at least the same degree of care and security that you use for your confidential information,
your receipt of Wireless Services. You will promptly provide us with all such information but not less than reasonable care.
as we may reasonably request with respect to matters relating to the rules and regulations 31.6. Termination. In addition to any other provision in this Agreement, the Wireless
of the FCC. Services being provided under this Section 31 may terminate:
• Wireless Equipment. You agree that in order to access the Wireless Services, you must use a) Immediately upon termination of the agreement between us (or our Affiliates) and
wireless POS Terminals and accessories approved for use with the Wireless Services by Wireless Vendor(s), provided that we will notify you promptly upon our notice or
Processor from time to time in its sole discretion (the “Wireless Equipment”). If Wireless knowledge of termination of such agreement, provided further that if Wireless
Equipment is purchased by you from us as indicated on the Application, then the terms Vendor(s) loses its authority to operate less than all of the Wireless Services or if the
of this Agreement apply to your use of such Wireless Equipment. suspension of any authority or non-renewal of any license relates to less than all of the
• Improvements/General Administration. We and the Wireless Vendor(s) reserve the right Wireless Services, then these Wireless Services Terms will terminate only as to the
to make changes, from time to time, in the configuration of the Wireless Services, Wireless portion of the Wireless Services affected by such loss of authority, suspension or non-
Networks, Wireless Equipment, Wireless Software, rules of operation, accessibility renewal; or
periods, identification procedures, type and location of equipment, allocation and b) Immediately if either we or our Affiliates or Wireless Vendor(s) are prevented from
quantity of resources utilized, programming languages, administrative and operational providing the Wireless Services by any law, regulation, requirement, ruling or notice
algorithms and designation of the control center serving you at the particular address. In issued in any form whatsoever by judicial or governmental authority (including without
addition, we reserve the right to schedule, from time to time, interruptions of service for limitation the FCC).
maintenance activities.
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31.7. Effect of Termination. Upon termination of these Wireless Services Terms for any • TransArmor VeriFone(“VF”) Edition. This service option is limited to those clients
reason, you will immediately pay to us all fees due and owing to us hereunder. If these which have an eligible VeriFone point of sale (“POS”) device and desire the software or
Wireless Services terms terminate due to a termination of the agreement between us or our hardware based encryption and Tokenization to be activated through the VeriFone device.
Affiliates and Wireless Vendor(s), then we may, in our sole discretion, continue to provide • TransArmor Base Service. This service option provides software based encryption
the Wireless Services through Wireless Vendor(s) to you for a period of time to be and Tokenization that is available to clients to integrate into their POS or the point of sale
determined as long as you continue to make timely payment of fees due under these device.
Wireless Services Terms.
32.4. Responsibilities of Client. You are responsible to comply with the following
31.8. Third Party Beneficiaries. Wireless Vendor(s) are third party beneficiaries of these regarding your use of the TransArmor Service:
Wireless Services Terms and may enforce its provisions as if a party hereto.
a) You are required to comply with the Card Organization Rules, including taking all steps
31.9. Other Applicable Provisions. You also agree to be bound by all other terms and required to comply with the Payment Card Industry Data Security Standards (PCI DSS).
conditions of this Agreement. You must ensure that all third parties and software use by you in connection with your
31.10. Disclaimer. Wireless Services use radio transmissions, so Wireless Services can’t be payment processing are compliant with PCI DSS. Use of the TransArmor Service will
provided unless your Wireless Equipment is in the range of one of the available Wireless not, on its own, cause you to be compliant or eliminate your obligations to comply
Networks’ transmission sites and there is sufficient network capacity available at that with PCI DSS or any other Card Organization Rule. You must demonstrate and maintain
moment. There are places, particularly in remote areas, with no service at all. Weather, your current PCI DSS compliance certification. Compliance must be validated either by
topography, buildings, your Wireless Equipment, and other conditions we don’t control a Qualified Security Assessor (QSA) with corresponding Report on Compliance (ROC)
may also cause failed transmissions or other problems. PROCESSOR, BANK, AND or by successful completion of the applicable PCI DSS Self-Assessment Questionnaire
WIRELESS VENDOR(S) DISCLAIM ALL REPRESENTATIONS AND WARRANTIES (SAQ) or Report on Compliance (ROC), as applicable, and if applicable to your
RELATING TO WIRELESS SERVICES. WE CANNOT PROMISE UNINTERRUPTED OR business, passing quarterly network scans performed by an Approved Scan Vendor, all
ERROR-FREE WIRELESS SERVICE AND DO NOT AUTHORIZE ANYONE TO MAKE in accordance with Card Organization Rules and PCI DSS.
ANY WARRANTIES ON OUR BEHALF..
b) Use of the TransArmor Service is not a guarantee against an unauthorized breach of
32. Special Provisions Regarding TransArmor SM Services your point of sale systems or any facility where you process and/or store transaction data
If you elect to utilize the TransArmor Service, the following additional terms and conditions (collectively, “Merchant Systems”).
of this Section 32 shall apply. c) You must deploy the TransArmor Service (including implementing any upgrades to
The TransArmor Service is provided to you by Processor and not Bank. Bank is not a party such service within a commercially reasonable period of time after receipt of such
to this Agreement insofar as it applies to the TransArmor Service, and Bank is not liable to upgrades) throughout your Merchant Systems including replacing existing Card
you in any way with respect to such services. For the purposes of this section, the words numbers on your Merchant Systems with Tokens. Full Card numbers must never be
“we,” “our” and “us” refer only to the Processor and not the Bank. retained, whether in electronic form or hard copy.
The TransArmor Service provided, transactions processed and other matters contemplated d) You must use the Token in lieu of the Card number for ALL activities subsequent to
under this Section 32 are subject to the rest of this Agreement, as applicable, except to the receipt of the authorization response associated with the transaction, including without
extent the terms of this Section 32 directly conflict with another provision of this limitation, settlement processing, retrieval processing, chargeback and adjustment
Agreement, in which case the terms of this Section 32 will control. processing and transaction reviews.
32.1. Definitions. Capitalized terms used in this Section 32 shall have the meaning given e) Any POS device, gateway and/or VAR you use in connection with the TransArmor
as defined in this Section or as defined in the Glossary or elsewhere in this Agreement. Service must be certified by FDMS for use with the TransArmor Service.
Multi-PayToken means the option to support businesses that need to submit a financial f) If you send or receive batch files containing completed Card transaction information
transaction in a card-not-present situation. These tokens are unique to each merchant that to/from Processor, you must use the service provided by Processor to enable such files
uses them and are stored in place of the primary account number (PAN). With these tokens, to contain only Tokens or truncated information.
merchants can initiate new or recurring payments within their own environment instead of
g) You must use truncated report viewing and data extract creation within reporting tools
using the original card number.
provided by Processor.
Multi-Pay Token allows a Token Registration process – a non-financial transaction to
request a token to be placed in their payment page or “e-wallet” for future or recurring h) You are required to follow rules or procedures we may provide to you from time to time
payments. It is common for eCommerce merchants to ask their customers to register by related to your use of the TransArmor Service (“TransArmor Rules and Procedures”).
providing profile information such as name, address, and phone number to the merchant We will provide you with advance written notice of any such rules or procedures or
website before or upon checkout. changes to such rules or procedures.
Registered PAN means the processing of creating a Client specific Token for a PAN. i) You have no right, title or interest in or to the TransArmor Service, any related software,
materials or documentation, or any derivative works thereof, and nothing in this
Token/Tokenization means a form of data substitution replacing sensitive payment card Agreement assigns or transfers any such right, title or interest to you. You shall not take
values with non-sensitive token, or random-number, values. Post-authorization transactions
any action inconsistent with the stated title and ownership in this Section 32. You will
are handled via Processors SafeProxy tokenization technology, which returns a token with
not file any action, in any forum that challenges the ownership of the TransArmor
the transaction’s authorization to the merchant. Tokens are shared universally with other
Service, any related software, materials or documentation. Failure to comply with this
merchants and cannot be used to initiate a financial transaction.
provision will constitute a material breach of this Agreement. We have the right to
Token Request means your ability to obtain a Muti-Pay Token for credit card information immediately terminate this Section 32 and your access to and use of the TransArmor
only without an immediate authorization required which permits you to store a Multi-Pay Service in the event of a challenge by you. No additional rights are granted by
Token for future transactions involving its customer. implication, estoppel or otherwise.
TransArmor Service means those services described below and may be either j) You will not: (i) distribute, lease, license, sublicense or otherwise disseminate the
TransArmor VeriFone Edition Service or TransArmor Base Service as described below. TransArmor Service or any portion of it to any third party; (ii) modify, enhance,
32.2. Grant of License. Processor grants to you a non-transferable, non-assignable, non- translate, supplement, create derivative works from, reverse engineer, decompile or
exclusive, revocable sub-license during the term of this Section 32 to use the TransArmor otherwise reduce to human-readable form the TransArmor Service or any portion of it;
Service and the TransArmor Service Marks (as identified in the TransArmor Rules and or (iii) sell, license or otherwise distribute the TransArmor Service or any portion of it;
Procedures) in the United States in accordance with this Section 32, including without (iv) make any copies, or permit any copying, of the TransArmor Service or any portion
limitation the TransArmor Rules and Procedures. Any rights with respect to the TransArmor of it; or (v) use any portion of the TransArmor Service as a standalone program or in
Service not expressly granted by Processor in this Section 32 are deemed withheld. any way independently from the TransArmor Service. If any portion of the TransArmor
32.3. Services. The TransArmor Service applies only to Card transactions sent from you Service contains any copyright notice or any other legend denoting the proprietary
to us for authorization and settlement pursuant to the Agreement, and specifically excludes interest of Processor or any third party, you will not remove, alter, modify, relocate or
electronic check transactions. Processor will provide an encryption key to you to be used erase such notice or legend on such item.
to encrypt (make unreadable) Card data during transport of the authorization request from k) You will only use the TransArmor Service for your internal business purposes in a
your point of sale to Processor’s systems. During the period when the transaction is being manner consistent with this Agreement.
transmitted to Processor for authorization processing, all historical transaction data,
l) You will use only unaltered version(s) of the TransArmor Service and will not use,
including Card number and full magnetic stripe data (track data and expiration date), will
operate or combine the TransArmor Service or any related software, materials or
be encrypted. Processor will then generate or retrieve a unique, randomly generated token
assigned to the Card number that will be returned to you in the authorization response documentation, or any derivative works thereof with other products, materials or
(the “Token”). You must select one of the two options for the TransArmor Service as services in a manner inconsistent with the uses contemplated in this Section 32.
indicated on the Merchant Processing Application: m) You will promptly notify us of a breach of any terms of this Section 32.

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32.5. Modification and Termination. Unless prohibited by applicable law, we may reporting of those transactions) and Software, as applicable. Global Gateway e4 Services do
modify this Section 32 by providing written notice of such modifications to you. You may not include alternative payment products or services that are supported by or may be
choose not to accept the requirements of any such modifications by notifying us in writing accessed through the Global Gateway e4 Services and with respect to which you enter into
within thirty (30) days after receiving such notice that you are terminating this Section 32. an agreement: (i) with us(which agreement may consist of an amendment to this Agreement
or specific terms in this Agreement expressly covering such alternative payment products
32.6. Fees. You shall pay Processor the fees for TransArmor Service as set forth on the
or services)(such alternative payment products or services, “Separate Products”),or(ii) a
Application.
third party service provider regarding your participation in such alternative payment
32.7. TransArmor Limited Warranty. Processor warrants that the Token returned to products or services (together with Separate Products, the “Excluded Products”).
you, as a result of using the TransArmor Service, cannot be used to initiate a financial sale
Intellectual Property Rights means any and all patents, copyrights, trademarks, trade
transaction by an unauthorized entity/person outside the Merchant Systems. This warranty
secrets, service marks, and any other intellectual property rights, and any applications for
by Processor is referred to herein as the “Limited Warranty” and is subject to the terms and
any of the foregoing, in all countries in the world.
conditions set forth in this Section 32. To be eligible for the Limited Warranty, you must
maintain a processing relationship with Processor and be in compliance with all the terms Merchant Account means an account set up for a merchant that requires a card processor,
of the Agreement, including this Section 32, and any other agreement relating to Cards bank, merchant i.d., terminal i.d., merchant account number, or otherwise named unique
eligible for the TransArmor Service. Subject to the terms, conditions and limitations set merchant number. Multiple physical or virtual storefronts that process transactions under
forth in the Agreement, including the limitation of liability provisions, Processor agrees to the same unique merchant number shall be deemed as one (1) Merchant Account.
indemnify and hold you harmless from direct damages, including third party claims, Operational Procedures means our published policies and procedures contained in the
resulting from Processor’s breach of the Limited Warranty. The express remedy for various documents provided to you, as amended from time to time, concerning the Services
Processor’s breach of the Limited Warranty set forth in this paragraph constitutes Processor’s provided pursuant to this Addendum, the terms of which are incorporated in this
entire liability and your sole and exclusive remedy for Processor’s breach of the Limited Addendum as if fully set forth herein.
Warranty. The Limited Warranty is void if (i) you use the TransArmor Service in a manner
Platform means our operated, or approved, electronic payment platform(s) and/or
not contemplated by, or in violation of, the Agreement, including this Section 32, or any
gateway(s) through which the payment services contemplated under this Section 33 are
other agreement relating to Cards eligible for the TransArmor Service or (ii) you are grossly
provided.
negligent or engage in intentional misconduct.
Software means all protocols, software components and other interfaces and software
32.8. TransArmor Disclaimer. IN ADDITION TO THE DISCLAIMERS SET FORTH IN
provided by us to you pursuant to this Section 32, and any and all Updates to such Software.
THE AGREEMENT, THE FOLLOWING DISCLAIMER APPLIES TO THE TRANSARMOR
SERVICE: EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 32, PROCESSOR Updates means an embodiment of the Software that provides enhancements and/or
MAKES NO REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS OR improvements.
IMPLIED WITH REGARD TO THE TRANSARMOR SERVICE INCLUDING THE Your Systems means any web site(s) or interface(s) to the Global Gateway e4 Services that
UNINTERRUPTED OR ERROR-FREE OPERATION OF THE TRANSARMOR SERVICE. are operated or maintained by you or on your behalf through which transactions are
33. Special Provisions Regarding Global Gateway e4 Services submitted for processing, and all of your other associated systems.
33.2. Fees. Client shall pay Processor the fees for the Global Gateway e4 Services as set
If you elect to utilize the Global Gateway e4 Services, the following additional terms and forth on the Application. A separate account with us for Global Gateway e4 Services shall
conditions of this Section 33 shall apply. be required for each separate Merchant Account held by you.
The Global Gateway e4 Services are provided to you by Processor and not Bank. Bank is not 33.3. Term; Termination. The Global Gateway e4 Services shall commence as of the
a party to this Agreement insofar as it applies to the Global Gateway e4 Services, and Bank effective date of this Agreement and shall remain in effect until terminated by either party
is not liable to you in any way with respect to such services. For the purposes of this Section as provided herein. Either party may terminate these Services upon giving the other party
33, the words “we,” “our” and “us” refer only to the Processor and not the Bank. at least thirty (30) days prior written notice. We may suspend or terminate your access to
The Global Gateway e4 Services provided and other matters contemplated under this Global Gateway e4 without prior notice, with or without cause. Regardless of the reason for
Section 33 are subject to the rest of this Agreement, as applicable, except to the extent the termination, you shall be responsible for the payment of all fees due up to and including
terms of this Section 33 directly conflict with another provision of this Agreement, in which the effective date of termination.
case the terms of this Section 33 will control. 33.4. License Grant.
33.1. Definitions. Capitalized terms used in this Section 33 shall have the meaning given 33.4.1. License. Subject to the terms and conditions of this Agreement, Processor grants
as defined in this Section or as defined in the Glossary or elsewhere in this Agreement. to you a royalty free, non-exclusive, nontransferable limited license to use the Global
Claim means any arbitration award, assessment, charge, citation, claim, damage, demand, Gateway e4 Services, during the term of this Agreement for the sole and limited purpose of
directive, expense, fine, interest, joint or several liability, lawsuit or other litigation, notice, submitting payment transactions to us for processing, and otherwise using our Global
infringement or misappropriation of any Intellectual Property Right or violation of any law, Gateway e4 Services as set forth herein.
and any consequential, indirect, special, incidental or punitive damages and any attorney’s 33.4.2. Documentation License. Subject to the terms and conditions of this Agreement,
fees and expenses incurred in connection therewith. For purposes of the foregoing Claim Processor grants to you, and you hereby accept, a royalty free, non-exclusive, non-
definition, a Claim shall be considered to exist even though it may be conditional, transferable limited license, without right of sublicense, to use the Documentation during
contingent, indirect, potential, secondary, unaccrued, unasserted, unknown, unliquidated, the term of this Agreement for the sole and limited purpose of supporting your use of the
or unmatured. Software and Global Gateway e4. You shall strictly follow all Documentation provided to
Confidential Information means the Global Gateway e4 Services, Documentation, you, as it may be amended from time to time by us, in our discretion. To the extent that
operational procedures, the terms and conditions of this Section 33 (including any schedule, there is any conflict between the Documentation and the terms of this Agreement, the terms
exhibit or addendum), pricing or other proprietary business information, and any other of this Section 33 shall govern and control.
information provided to you by us, whether or not such information is marked as 33.4.3. Use Restrictions. You shall not, and shall not cause or permit any third party to:
confidential; provided, however, that Confidential Information will not include information (i) use the Software in any way, other than in accordance with this Agreement, the
that: (a) is or becomes generally known to the public through no fault of yours; (b) was Documentation or as otherwise instructed by us in writing; (ii) use the Software or
lawfully obtained by you from a third party free of any obligation of confidentiality; (c) was
Documentation, either directly or indirectly, to develop any product or service that
already in your lawful possession prior to receipt thereof, directly or indirectly, from the
competes with the products and services provided under this Section 33; (iii) disassemble,
disclosing party; (d) is independently developed by you without the use of the Confidential
decompile, decrypt, extract, reverse engineer or modify the Software, or otherwise apply any
Information; (e) is disclosed with our express written permission; or (f) is disclosed
procedure or process to the Software in order to ascertain, derive, and/or appropriate for any
pursuant to a lawful court or governmental order, provided you provide us with prompt
reason or purpose, the source code or source listings for the Software or any algorithm,
prior written notice of any proceeding that may involve such an order, and an opportunity
process, procedure or other information contained in the Software, except as otherwise
to contest any disclosure at such proceeding.
specifically authorized in accordance with this Section 33; (iv) provide the Software or
Customer means your customer who would like to provide payment for your goods or Documentation to any third party, other than to your authorized employees and contractors
Services. who are subject to a written confidentiality agreement, the terms of which are no less
Documentation means any and all manuals and other written materials in any form restrictive than the confidentiality provisions of this Section 33; (v) make any copies of the
provided for use with the Software, as amended by us from time to time, the terms of which Software or Documentation, except as is incidental to the purposes of this Section 33, or
are incorporated in this Section 33 as if fully set forth herein. for archival purposes (any copies made hereunder shall contain all appropriate proprietary
Global Gateway e4 Services means the Global Gateway e4, payment processing services notices); (vi) rent, lease, assign, sublicense, transfer, distribute, allow access to, or timeshare
offered through the Global Gateway e4 (including, but, not limited to authorization of the Software or Documentation; (vii) circumvent or attempt to circumvent any applicable
transactions, routing transactions to the appropriate payment processing network or third security measures of the Software; (ix) attempt to access or actually access portions of
party service provider, transaction responses (approved, declined), and the detailed Global Gateway e4 Services not authorized for your use; or (x) use the Global Gateway e4
Services or documentation for any unlawful purpose.

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33.4.4. Updates. From time to time we may, at our discretion, release Updates. In the therefrom. You shall use the highest standards in the industry in responding to complaints
event we notify you of any such Update, you shall integrate and install such Update into by Customers. We are not responsible or liable for any unauthorized access to your data or
your Systems within thirty (30) days of your receipt of such notice. You acknowledge that your Systems by any means or device.
failure to install Updates in a timely fashion may impair the functionality of the Platform 33.6. Security of Information. We will use commercially reasonable efforts to maintain
or any of our Services provided hereunder. We will have no liability for your failure to the security of the Global Gateway e4 Services and the Platform. You will use commercially
properly install the most current version of the Global Gateway e4 Services or any Update, reasonable efforts to maintain the security of your Systems. Such steps by you will be taken
and we will have no obligation to provide support or services for any outdated versions. at your sole cost and expense, and shall include, without limitation: (i) creating firewalls
33.4.5. Licensors. The licenses granted hereunder may be subject to other licenses to protect against unauthorized access to your Systems by your employees, contractors,
currently held by us. Should any license held by us to certain technology or software be Customers, or by any other person; and (ii) implementing reasonable protective techniques
terminated or suspended, the corresponding license(s) granted to you hereunder may also suggested by us. You further agree that you will be bound by and comply with all of our and
be terminated or suspended in our sole and absolute discretion. You acknowledge and agree all Card Organization security rules and regulations as they now exist or as each may be
to such potential termination or suspension and hereby waive any and all damages, whether amended or supplemented from time to time. Notwithstanding the foregoing, the parties
actual, incidental or consequential resulting therefrom. recognize that there is no guarantee or absolute security of information that is
communicated over the Internet.
33.4.6. Export Compliance. You agree not to export or re-export the Global Gateway e4
Services or any underlying information or technology except in full compliance with all 33. 7. Privacy. We have adopted an online Privacy Statement for the Global Gateway e4
applicable laws and regulations. In particular, but without limitation, none of the Global Services to inform individuals as to our online collection and use of personal information.
Gateway e4 Services or underlying information or technology may be downloaded or You agree that, during the term of this Agreement, you will adequately communicate and
otherwise exported or re-exported (i) to any country to which the United States has comply with an appropriate privacy policy explaining your online collection and use of the
embargoed goods (or any national or resident thereof); (ii) to anyone on the United States personal information of your Customers. Unless required by law, Card Organization Rules,
Treasury Department’s list of Specially Designated Nationals or the United States Commerce or done pursuant to this Agreement, you shall not, under any circumstances, sell, purchase,
Department’s Table of Deny Orders; or (iii) in any manner not in full compliance with the provide, or otherwise disclose any customer’s account information, transaction information,
requirements of the United States Bureau of Industry and Security and all applicable Export or other personal information to any third party. You shall store all data securely. We may
Administration Regulations. If you have rightfully obtained the Global Gateway e4 Services advise potential users of the services that we have a relationship with you.
outside of the United States, you agree not to re-export the Global Gateway e4 Services 33.8. Audit Rights. Upon notice to you, we may audit your usage, records and security of
except as permitted by the laws and regulations of the United States and the laws and the Global Gateway e4 Services, your Customer’s payment processing information, and the
regulations of the jurisdiction in which you obtained the Global Gateway e4 Services. You services provided hereunder to ensure (i) that you are using the Global Gateway e4 Services
warrant that you are not located in, under the control of, or a national or resident of any and the services in full compliance with the provisions of this Section 33; (ii) that all
such country or on any such list. applicable fees have been paid; (iii) that you are adhering to your Privacy Policy; and; (iv)
33.4.7. Federal Acquisition Regulations. If you are acquiring the Global Gateway e4 that you are in full compliance with all applicable laws, regulations and rules (including but
Services on behalf of any part of the United States Government (the “Government”), the not limited to Card Organization Rules). Any such audit shall be conducted during regular
following provisions apply: Any use, duplication, or disclosure by the Government is business hours at your offices and shall not interfere unreasonably with your business.
subject to the restrictions set forth in subparagraphs (a) through (d) of the Commercial 33.9. Indemnification. You shall indemnify, defend, and hold us, our subsidiaries and
Computer Software-Restricted Rights clause at FAR 52.227-19 when applicable, or in affiliates and our and their officers, directors, employees, shareholders, agents and attorneys
subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at from any Claim(s) arising from the conduct of your business, any transactions submitted
DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement. We are the through Global Gateway e4 hereunder for payment processing, any false or inaccurate
contractor/manufacturer, with the address set forth below. Any use, modification, representation made by you or the negligence, fraud, dishonesty or willful behavior of any
reproduction, release, performance, display or disclosure of the Global Gateway e4 Services of your employees or agents, or from your failure to strictly comply, in whole or in part, with
and/or the accompanying documentation by the Government or any of its agencies shall be any: (i) terms and conditions pursuant to this Agreement and any addenda hereto or
governed solely by the terms of this Addendum and shall be prohibited except to the extent Documentation; or (ii) applicable law, regulations or Card Organization Rules. Upon written
expressly permitted by the terms of this Section 33. notice from us to you, you shall immediately undertake the defense of such Claim by
33.4.8. Return/Destruction. Upon termination or expiration of the Global Gateway e4 representatives of your own choosing, subject to our reasonable approval.
Services, all licenses granted hereunder shall immediately terminate, and within five (5) 33.10. Limitation of Liability.
days thereof, you shall either return to us or destroy the Global Gateway e4 Services and
the Documentation, and shall so certify to us in writing. 33.10.1. Processor is not liable for the merit and legitimacy of the orders forwarded by
you. All liability for validity of orders remains with you. We are not responsible for any
33.4.9. No other Licenses. Except as expressly provided above, no license for any patents,
data entry errors, Customer misrepresentations, or reporting errors resulting from your
copyrights, trademarks, trade secrets or any other intellectual property rights, express or
actions. We shall not be liable to you or your Customer for the accuracy of the information
implied, are granted hereunder.
provided by Global Gateway e4 or our Services.
33.4.10. Use of Transaction Data. As permitted by applicable law and regulations, we
33.10.2. In no event shall we be liable to you, or to any other person or entity, under this
reserve the right to copy and distribute to third parties any information associated with
Section 33, or otherwise, for any punitive, exemplary, special, incidental or consequential
your use of the Global Gateway e4 Services or your activities on Global Gateway e4.
damages, including, without limitation, any loss or injury to earnings, profits or goodwill.
33.5. Platform Matters
33.10.3. Notwithstanding any provision in this Agreement to the contrary, in no event shall
33.5.1. Integration with Your Systems. While we provide Global Gateway e4 Services our liability under this Section 33 for all Claims arising under, or related to, this Section 33
to you, you acknowledge that the Global Gateway e4 Services itself is insufficient to allow exceed, in the aggregate (inclusive of any and all Claims made by you against us, whether
your Systems to function with the Platform. Programming, development and maintenance related or unrelated), the lesser of: (i) the total amount of fees paid by you for the our
of your Systems and their functionality are your sole responsibility. You have the sole Services during the 12-month period immediately preceding the date the event giving rise
responsibility to select and employ any competent programming agent(s) to accomplish to such Claim(s) occurred; or (ii) $50,000.00.
the programming required to make your Systems function correctly with the Platform and
33.10.4. Notwithstanding provisions set forth herein, we will not be liable for any Claims
the payment services contemplated hereunder (“Integration”). You shall be responsible for
under this Agreement arising directly or indirectly from or otherwise concerning: (a) any
all technical support for your Systems and Integration related issues. You agree that you will
termination, suspension, delay or disruption of service (including billing for a service) by
use commercially reasonable efforts to complete the Integration as soon as possible. You will
the Internet, any common carrier or any third party service provider; (b) any failure,
be responsible for all of your own development and implementation costs associated with
disruption or malfunction of the Global Gateway e4 Services, the services provided
such Integration. Notwithstanding any other provision of this Section 33, you acknowledge
that unless and until you complete the Integration, no services need be provided by us to hereunder or the Internet, or any communications network, facility or equipment beyond
you pursuant to Section, except as otherwise specifically provided in Section 33.5.2 below. our reasonable control, whether or not attributable to one or more common carriers or
In addition, you acknowledge and agree that, even if you have completed Integration, if third party service providers; (c) any failed attempts by you or your Customers to access
you have not entered into a valid merchant processing agreement with an authorized bank any Systems or to complete processing transactions; or (d) any failure to transmit, obtain
card processor, you cannot receive payment processing services through Global Gateway e4. or collect data from Customers or for human, machine or software errors or faulty or your
or your Customer’s erroneous input. Except as expressly agreed to by us in writing with
33.5.2. Set-Up Assistance Services. Subject to Section 33.5.1 above, upon your request respect to any Separate Product, we are not liable for any Excluded Products.
to us, and upon payment of any applicable fees, we will provide you with set-up services
to assist with the Integration. 33.11. DISCLAIMER OFWARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT
THE USE OF THE GLOBAL GATEWAY E4 SERVICES AND DOCUMENTATION ARE AT
33.5.3. Shut Downs. We reserve the right, from time to time, without prior notice, to shut YOUR SOLE RISK WE MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR
down and restart the Platform for maintenance and/or software upgrades for reasonable IMPLIED, AND NO IMPLIED AT LAW WARRANTY SHALL ARISE FROM THIS SECTION,
time periods of one minute or more. GLOBAL GATEWAY E4 SERVICES, DOCUMENTATION, OUR PROCEDURES, OTHER
33.5.4. Orders by Customers. You are solely responsible for accepting, processing, and SERVICES PROVIDED OR PERFORMED BY US HEREUNDER, INCLUDING, WITHOUT
filling any orders for purchases by your Customers, and for handling any inquiries arising LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS

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FOR A PARTICULAR PURPOSE, (B) ANY WARRANTIES OF NONINTERFERENCE OR of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked
NON-INFRINGEMENT; OR (C) ANY WARRANTIES THAT ANY PRODUCT OR SERVICE Persons List (available at www.treas.gov/ofac) or the U.S. Department of State’s Terrorist
PROVIDED HEREUNDER (INCLUDING BUT NOT LIMITED TO THE SOFTWARE) Exclusion List (available at www.state.gov), or for the processing and acceptance of
WILL (1) MEET YOUR REQUIREMENTS; (2) OPERATE ACCORDING TO YOUR transactions in certain jurisdictions pursuant to 31 CFR Part 500 et seq. and other laws
EXPECTATIONS; (3) PROVIDE ACCURATE DATA; OR (4) OPERATE UNINTERRUPTED enforced by the Office of Foreign Assets Control (“OFAC”) or in connection with illegal
OR ERROR FREE. ANY AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED activity of any kind.
BY US AND WAIVED BY YOU. WE DO NOT WARRANT THAT ANY ERRORS WILL BE 35.3. Notices. Except as otherwise specifically provided, all notices and other
CORRECTED. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, THE communications required or permitted hereunder (other than those involving normal
GLOBAL GATEWAY E4 SERVICES, (INCLUDING WITHOUT LIMITATION THE GLOBAL operational matters relating to the processing of Card transactions) shall be in writing, if to
GATEWAY E4 AND SOFTWARE), DOCUMENTATION AND OTHER SERVICES you at your address appearing in the Application or by any electronic means, including but
PROVIDED HEREUNDER ARE PROVIDED ON AN “AS-IS, WITH ALL FAULTS” BASIS. not limited to the e-mail address you have provided on the Application. If to us at our
THIS DISCLAIMER OF WARRANTIES CONSTITUTES AN ESSENTIAL PART OF THIS address appearing in Section A.5 of Part III of this Agreement, with a copy to Attention:
AGREEMENT. All decisions to reject any processing transaction or payment for your General Counsel’s Office, 3975 N.W. 120th Avenue, Coral Springs, FL 33065, and Notices
products or services are solely your responsibility. shall be deemed to have been given (i) if sent by mail or courier, upon the earlier of five (5)
33.12. Notices. You agree to notify us of any change in your name, type of business, or any days after mailing or when actually received or, in the case of courier, when delivered, and
other information required on your Merchant Processing Application at least thirty (30) (ii) if sent by facsimile machine, when the courier confirmation copy is actually received.
business days prior to the effective date of change. Any notice or other communication Notice given in any other manner shall be effective when actually received. Notices sent to
required or permitted to be given hereunder shall be in writing, addressed or transmitted the your last known address (including e-mail address), as indicated in our records, shall
to the party to be notified at such party’s address or number at such party’s last known constitute effective notice to the Merchant under this Agreement. If you change your
address or number, and shall be: (i) if sent by us, hand delivered or delivered by facsimile address (including your e-mail address), you must notify us at least 30 days prior of the
transmission, overnight courier or certified, registered, regular mail or e-mail; or (ii) if sent effective date of any such change. Failure to provide us with a valid address (including e-
by you, certified or registered mail, postage prepaid return receipt requested to 3975 N.W. mail address) may result in the termination of the Agreement. Notwithstanding the above, all
120th Avenue, Coral Springs, FL 33065. Any notice delivered hereunder shall be deemed bankruptcy or collection related notices must be sent to the following address Merchant
effective, as applicable, upon delivery, if hand delivered or sent by overnight courier; upon Services Department, 5251 Westheimer Road, Fourth Floor, Houston, Texas 77056, Attn:
receipt as evidenced by the date of transmission indicated on the transmitted material, if by Bankruptcy and Collection Notifications. All such notices must include the related
facsimile transmission or e-mail; on the date of delivery indicated on the return receipt, if merchant name and merchant number. Failure to provide Notice to this address or include
mailed by certified or registered mail; or ten (10) days after mailing, if by regular mail (or this pertinent merchant information will be deemed ineffective. All notices must include
as otherwise required by applicable law). The parties’ addresses may be changed by written your merchant name(s) and merchant number(s). Failure to provide notice in the manner
notice to the other party as provided herein. described in this Section will be deemed ineffective.

33.13. Subcontractors. Processor may subcontract all or part of the Global Gateway e4 35.4. Headings. The headings contained in this Agreement are for convenience of
Services using a variety of providers globally, but, notwithstanding any such subcontract, reference only and shall not in any way affect the meaning or construction of any provision
Processor shall remain fully responsible for performance of the Services, including ensuring of this Agreement.
the compliance of subcontractors with the terms of this Agreement applicable to such 35.5. Severability. The parties intend every provision of this Agreement to be severable.
subcontractors. If any part of this Agreement is not enforceable, the remaining provisions shall remain valid
33.14. Survival. Upon termination or expiration of this Section 33 or the Agreement, a and enforceable.
party’s obligations shall cease except for those remaining or required to be performed 35.6. Entire Agreement; Waiver. This Agreement constitutes the entire Agreement
following such termination. For the avoidance of doubt, the parties agree that those between the parties with respect to the subject matter thereof, and supersedes any previous
provisions of this Section that logically should survive its termination or expiration in order agreements and understandings. A party’s waiver of a breach of any term or condition of this
to accomplish its fundamental purposes will do so. All representations, warranties, Agreement shall not be deemed a waiver of any subsequent breach of the same or another
indemnities and covenants made herein shall survive the termination of this Section and term or condition.
shall remain enforceable after such termination.
35.7. Amendment. We may modify any provision of this Agreement by providing written
34. Choice of Law; Venue; Waiver of Jury Trial notice to you. You may choose not to accept the requirements of any such change by
34.1. Choice of Law. Our Agreement shall be governed by and construed in accordance terminating the Agreement within twenty (20) days of receiving notice. If you choose to do
with the laws of the State of Massachusetts (without regard to its choice of law provisions). so, notify us that you are terminating for this reason so that we may waive any early
termination fee that might otherwise apply. For purposes of this section, an electronic or
34.2. Venue. We have substantial facilities in the State of Massachusetts and many of the
“click-wrap” notice intended to modify or amend this Agreement and which you check “I
services provided under this Agreement are provided from these facilities. The exclusive
Accept” or “I Agree” or otherwise accept through an electronic process, shall constitute in
venue for any actions or claims arising under or related to this Agreement shall be in the
writing as required herein. This Section 37.7 does not apply to fee changes, which are
appropriate state or federal court located in Massachusetts.
governed by Sections 19.4 and 19.5.
34.3. Waiver of Jury Trial. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL
35.8. Third Party Beneficiaries. Our respective Affiliates and any Persons we use in
RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING
providing the Services are third party beneficiaries of this Agreement and each of them may
INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT.
enforce its provisions as it was a party hereto. Except as expressly provided in this
35. Other Terms Agreement, nothing in this Agreement is intended to confer upon any Person any rights or
35.1. Force Majeure. No party shall be liable for any default or delay in the performance of remedies, and the parties do not intend for any Persons to be third-party beneficiaries of this
its obligations under this Agreement if and to the extent such default or delay is caused, directly Agreement.
or indirectly, by (i) fire, flood, earthquake, elements of nature or other acts of God; (ii) any 35.9. Card Organization Rules. The parties acknowledge that the Visa, MasterCard and
terrorist attacks or outbreak or escalation of hostilities, war, riots or civil disorders in any Discover Network Card Organization Rules give Visa, MasterCard and Discover Network
country; (iii) any act or omission of the other party or any government authority; (iv) any certain rights to require termination or modification of this Agreement with respect to
labor disputes (whether or not employees’ demands are reasonable or within the party’s power transactions involving Visa, MasterCard and Discover Network Cards and the Visa,
to satisfy); or (v) the nonperformance by a Person for any similar cause beyond the reasonable MasterCard, and Discover Network Card systems and to investigate you. The parties also
control of such party, including without limitation, failures or fluctuations in acknowledge that issuers of other Cards, for which we perform services on your behalf,
telecommunications or other equipment. In any such event, the non-performing party shall be may have similar rights under their applicable Card Organization Rules with respect to this
excused from any further performance and observance of the obligations so affected only for Agreement’s applicability to transactions involving such other Cards.
as long as such circumstances prevail and such party continues to use commercially reasonable
efforts to recommence performance or observance as soon as practicable. Notwithstanding 35.10. Publicity. Client may not use the logo, name, trademark, or service mark of
anything to the contrary in this paragraph, your failure to receive payment or funds from a Processor and/or Bank in any manner, including without limitation, in any advertisements,
Person shall not excuse the performance of your obligations to us under this Agreement. displays, or press releases, without the prior written consent of Processor and Bank.
35.2. Compliance with Laws. In performing its obligations under this Agreement, each 36. Glossary
party agrees to comply with all laws and regulations applicable to it. You further agree to As used in this Agreement, the following terms mean as follows:
cooperate and provide information requested by Servicers, as Servicers determine necessary, Acquirer: Bank in the case of MasterCard, Visa and certain debit transactions or Processor
to facilitate Servicers compliance with any applicable law including without limitation the
in the case of Discover Network transactions that acquire Card sale transactions from
rules and regulations promulgated by the Office of Foreign Assets Control of the US
merchants such as yourself.
Department of the Treasury. You further acknowledge and agree that you will not use your
merchant account and/or the Services for illegal transactions, for example, those prohibited AddressVerification Service (“AVS”): A service provided through which the merchant
by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq, as may verifies the Cardholder’s address, in whole or in part. Primarily used by Mail/Telephone/
be amended from time to time, those involving any Person listed on the U.S. Department Internet order merchants, Address verification is intended to deter fraudulent transactions
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however, an AVS Match does not guarantee that a transaction is valid. An AVS request Client is responsible for payment to us for all Chargebacks.
should generally be submitted with an authorization request. The AVS response, if available, Claim: Means any claim (including initial claims, counterclaims, cross-claims, and third
however will not impact whether any associated authorization request is approved party claims), dispute, or controversy between you and us arising from or relating to the
ordenied. You may be charged an AVS fee for any AVS request you submit even if we are Agreement or prior Card acceptance agreements, or the relationship resulting therefrom,
not able to provide a response to the request. whether based in contract, tort (including negligence, strict liability, fraud, or otherwise),
statutes, regulations, or any other theory, including any question relating to the existence,
Affiliate: “Affiliate” of a Person means another Person that, directly or indirectly, (i) validity, performance, construction, interpretation, enforcement, or termination of the
owns or controls such Person or (ii) is under common ownership or control with such Agreement or prior Card acceptance agreements or the relationship resulting therefrom.
Person.
Client: The party identified as “Client” on the Application. The words “Subscriber,” “you”
Agreement: The Agreements among Client, Processor, and Bank, contained in the and “your” refer to Client. Also, sometimes referred to as “Merchant.”
Application, the Program Guide and the Schedules thereto and documents incorporated
Credit: A refund or price adjustment given for a previous purchase transaction.
therein, each as amended from time to time, which collectively constitute the
Agreement among the parties. Credit Card: A device bearing a valid Organization Mark of Visa, MasterCard, Discover
Network or American Express and authorizing the Cardholder to buy goods or services on
Application: See Merchant Processing Application
credit and, to theextentthe Schedules soprovide, a valid device authorizing theCardholder to
Authorization: Approval by, or on behalf of, the Issuer to validate a transaction. An buy goods or services on credit and issued by any other Card Organization specified on
Authorization indicates only the availability of the Cardholder’s Credit Limit or funds at the such Schedules.
time the Authorization is requested. An Authorization Fee (see Fee Schedule) can be
Credit Draft: A document evidencing the return of merchandise by a Cardholder to a
charged for each Authorization, whether approved or declined.
Client, or other refund or price adjustment made by the Client to the Cardholder, whether
Authorization Approval Code: A number issued to a participating merchant by the electronic, paper or some other form, all of which must conform to Card Organization
Authorization Center which confirms the Authorization for a sale or service. Rules and applicable law.
Authorization and Capture: Refers to the communication of instructions from your Credit Limit: The credit line set by the Issuer for the Cardholder’s Credit Card account.
POS device or other systems to our computer systems, whether the communications
Customer ActivatedTerminal (CAT): A magnetic stripe terminal or chip-reading device
are for authorization requests or any other capture of information. If your Service fee
(such as an automatic dispensing machine, Limited Amount Terminal, or Self-Service
Schedule reflects and authorization and capture fee it may be applied to each Terminal) that is not an ATM.
communication you transmit to us.
Data Usage Charge: Charged to you for our processing of Sales Data sent to us.
Authorization Center: A department that electronically communicates a
merchant’s request for Authorization on Credit Card transactions to the Debit Card: See either PIN Debit Card or Non-PIN Debit Card.
Cardholder’s bank and transmits such Authorization to the merchant via Dial-UpTerminal: An Authorization device which, like a telephone, dials an Authorization
electronic equipment or by voice Authorization. Center for validation of transactions.
Bank: The bank identified on the Application signed by you. Discount Rate: A percentage rate and/or amount charged a merchant for processing its
Bankruptcy Code: Title 11 of the United States Code, as amended from time to time. qualifying daily Credit Card and Non-PIN Debit Card transactions, as set forth in the
Application. Transactions that fail to meet applicable interchange requirements will be
Batch: A single Submission to us of a group of transactions (sales and Credits) for charged additional amounts as set forth in Section 19.1.
settlement. A Batch usually represents a day’s worth of transactions.
Electronic BenefitTransfer (EBT): An Electronic Benefits Transfer system used to deliver
Business Day: Monday through Friday, excluding Bank holidays. certain government delivered benefits, including without limitation Cash Benefits and FNS,
Card: See either Credit Card or Debit Card. SNAP and WIC Benefits, to EBT customers.
Cardholder: Means the Person whose name is embossed on a Card and any authorized Electronic Draft Capture (EDC): A process which allows a merchant’s Dial-Up Terminal
user of such Card, including the Person that has entered into an agreement establishing a to receive Authorization and capture transactions, and electronically transmit them to the
Card account with an Issuer. Processor. This eliminates the need to submit paper for processing.
Card Not Present Sale/Transaction: A transaction that occurs when the Card is not EMV: Developed by Europay, MasterCard, and Visa. It is the global standard for chip based
present at the point-of-sale, including Internet, mail-order and telephone-order Card sales. payments.
Card Organization: Any entity formed to administer and promote Cards, including Entity: Means a corporation, partnership, sole proprietorship, trust, association, or any
without limitation MasterCard Worldwide (“MasterCard”), Visa U.S.A., Inc.(“Visa”), DFS other legally recognized entity or organization.
Services LLC (“Discover Network”), American Express Company, Inc. (“American Factoring: The submission of authorization requests and/or Sales Drafts by a merchant for
Express”) and any applicable debit networks. Card sales or cash advances transacted by another business. Factoring is prohibited.
Card Organization Rules: The rules, regulations, releases, interpretations and other Fixed Acquirer Network Fee (FANF): Fee that applies to the acceptance of all Visa
requirements (whether contractual or otherwise) imposed or adopted by any Card branded products and is based on both the size and the number of merchant locations. The
Organization and related authorities, including without limitation, those of the PCI Security fee will be assessed per merchant Taxpayer ID, based on the number of merchant locations,
Standards Council, LLC and the National Automated Clearing House Association Merchant Category Code (MCC), and monthly Total Gross merchant Sales Volume
(including, with respect to EBTs, the Quest Operating Rules). associated with each Taxpayer ID.
Card Validation Codes: A three-digit value printed in the signature panel of most Cards General Terms: Section of the Program Guide, including any amendments or
and a four-digit value printed on the front of an American Express Card. Visa’s Card modifications.
Validation Code is known as CVV2; MasterCard’s Card Validation Code is known as CVC2;
the Card Validation Codes for Discover Network and American Express are known as a Gross: When referred to in connection with transaction amounts or fees, refers to the total
amount of Card sales, without set-off for any refunds or Credits.
Card Identification Numbers (CID). Card Validation Codes are used to deter fraudulent
use of an account number in a non-face-to-face environment, (e.g., mail orders, telephone Imprinter: A manual or electric machine used to physically imprint the merchant’s name
orders and Internet orders). and ID number as well as the Cardholder’s name and Card number on Sales Drafts.
Card Verification Value (CVV)/Card Validation Code (CVC)/Card Identification Issuer: The financial institution or Card Organization (or other Entity authorized by a
Data (CID): A unique value encoded on the Magnetic Stripe of a Card used to validate Card Organization) which has issued a Card to a Person.
Card information during the Authorization process. Limited Amount Terminal: A Customer Activated Terminal that has data capture only
Cardholder Verification Method (CVM): A method used to confirm the identity of a capability, and accepts payment for items such as parking garage fees, road tolls, motion
Cardholder and to signify Cardholder acceptance of a transaction, such as signature, Offline picture theater entrance, or magnetic-stripe telephones.
PIN, and Online PIN. Magnetic Stripe: A stripe of magnetic information affixed to the back of a plastic Credit
Cash Benefits: An EBT account maintained by an Issuer that represents pre-funded or or Debit Card. The Magnetic Stripe contains essential Cardholder and account information.
day-of-draw benefits, or both, administered by one or more government entities, and for Marks: Names, logos, emblems, brands, service marks, trademarks, trade names, tag lines
which the Issuer has agreed to provide access under the EBT program. Multiple benefits may or other proprietary designations.
be combined in a single cash benefit account. MasterCard Processing Integrity Fee: The MasterCard Processing Integrity Fee is
Cash Over Transaction: Dispensing of cash by a merchant in connection with a Card assessed in the event MasterCard cannot match an approved authorization to a settled
sale, other than a PIN Debit Card transaction, for the purchase of goods or services. transaction (within 120 days from the date the authorization was granted) or a reversal
Charge or Charges: The total price, including all applicable taxes and gratuities, for the request (within a specific time frame). The Processing Integrity Fee can be avoided by
purchase of goods or services at a merchant for which a Cardholder has signed a Sales Draft settling transactions only with an approved authorization. If an authorization approval is
or otherwise indicated intent to pay with a Card. no longer needed, it must be electronically reversed within 24 hours for a card-present
transaction or within 72 hours for card not present transaction.
Chargeback: A Card transaction (or disputed portion) that is returned to us by the Issuer.

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MC Cross Border Fee (USD): Assessed on any MasterCard1 settled sale processed documentation related to a Card transaction such as a copy of a Sales Draft or other
in USD Currency in which the country code of the merchant differs from the country transaction source documents.
code of the Cardholder (i.e., U.S. Merchant, Non U.S. Issued Card). Sales/Credit Summary: The identifying form used by a paper Submission merchant to
Media: The documentation of monetary transactions (i.e., Sales Drafts, Credit Drafts, indicate a Batch of Sales Drafts and Credit Drafts (usually one day’s work). Not a Batch
computer printouts, etc.) header, which is used by electronic merchants.
Merchant Account Number: A number that numerically identifies each merchant Sales Draft: Evidence of a purchase, rental or lease of goods or services by a Cardholder
location, outlet, or line of business to the Processor for accounting and billing purposes. from, and other payments to, Client using a Card, including preauthorized orders and
recurring transactions (unless the context requires otherwise); regardless of whether the
Merchant Identification Card: A plastic embossed card supplied to each merchant to
form of such evidence is in paper or electronic form or otherwise, all of which must conform to
be used for imprinting information to be submitted with each Batch of paper Sales
Card Organization Rules and applicable law.
Drafts. Embossed data includes Merchant Account Number, name and sometimes
merchant ID code and terminal number. Schedules: The attachments, addenda and other documents, including revisions thereto,
which may be incorporated into and made part of this Agreement concurrently with or
Merchant Processing Application: The Merchant Processing Application and Agreement after the date of this Agreement.
executed by Client, which is one of the documents comprising the Agreement.
Self-Service Terminal: A Customer Activated Terminal that accepts payment of goods or
Merchant Provider: Any Person engaged by you to provide services to you involving services such as prepaid cards or video rental, has electronic capability, and does not accept
or relating to (i) access to Cardholder data, transaction data or information related to PINs.
either Cardholder data or transaction data or (ii) PIN encryption, including without
Servicers: Bank and Processor collectively. The words “we,” “us” and “our” refer to
limitation, Encryption Service Organizations (ESOs).
Servicers, unless otherwise indicated in this Program Guide.
Non-Bank Services: Products and/or Services for which Bank is not responsible or a
Services: The activities undertaken by Processor and/or Bank, as applicable, to authorize,
party to including American Express, PIN Debit Card, and Electronic Benefits
process and settle all United States Dollar denominated Visa, MasterCard, Discover Network
Transfer Transactions, and Transactions Involving Cards from other Non-Bank Card and American Express transactions undertaken by Cardholders at Client’s location(s) in
Organizations, such as Voyager Fleet Systems, Inc., Wright Express Corporation and the United States, and all other activities necessary for Processor to perform the functions
Wright Express Financial Services Corporation, Discover, TransArmor, Wireless, required by this Agreement for all other Cards covered by this Agreement.
Global Gateway e4 Services, and other items as may be indicated in this Program
Guide. Settlement Account: An account or account(s) at a financial institution designated by
Client as the account to be debited and credited by Processor or Bank for Card transactions,
Non-PIN Debit Card: A device with a Visa, MasterCard or Discover Network Mark fees, Chargebacks and other amounts due under the Agreement or in connection with the
that is tied to a Cardholder’s bank account or a prepaid account and which is processed Agreement.
without the use of a PIN.
Split Dial: A process which allows the Authorization terminal to dial directly to different
Non-Qualified Interchange Fee: The difference between the interchange fee Card processors (e.g., American Express) for Authorization. In this instance, the merchant
associated with the Anticipated Interchange Level and the interchange fee associated cannot be both EDC and Split Dial. Split Dial is also utilized for Check Guarantee
with the more costly interchange level at which the transaction actually processed. companies.
Non-Qualified Surcharge: A surcharge applied to any transaction that fails to qualify for Split Dial/Capture: Process which allows the Authorization terminal to dial directly to
the Anticipated Interchange Level and is therefore downgraded to a more costly interchange different Card processors (e.g., American Express) for Authorization and Electronic Draft
level. The Non-Qualified Surcharge (the amount of which is set forth on the Service Fee Capture.
Schedule) is in addition to the Non-Qualified Interchange Fee, which is also your Store and Forward: A transaction that has been authorized by a merchant when the
responsibility (see above, Section 19.1)
merchant cannot obtain an Authorization while the customer is present, typically due to a
Operating Procedures: The information prepared by Processor, containing operational communications failure. The merchant will store the transaction electronically in their host
procedures, instructions and other directives relating to Card transactions. The current system and retransmit the transaction when communications have been restored.
Operating Procedures are set forth in Part A of the Program Guide.
Submission: The process of sending Batch deposits to Processor for processing. This may
PAN Truncation: A procedure by which a Cardholder’s copy of a Sales Draft or Credit be done electronically or by mail.
Draft, or as required by applicable law, the Sales Draft or Credit Draft you retain, will only
Summary Adjustment: An adjustment to your Submission and/or Settlement Accounts
reflect the last four digits of the Card account number.
in order to correct errors. (See Sections 10.3 and 10.4).
Person: A third party individual or Entity, other than the Client, Processor or Bank.
Telecommunication Card Sale: Individual local or long-distance telephone calls, for
PIN: A Personal Identification Number entered by the Cardholder to submit a PIN Debit which the telephone service provider is paid directly by use of a Card. These do not include,
Card transaction. however, calls paid for with pre-paid telephone service cards. Telecommunication Card
PIN Debit Card: A device bearing the Marks of ATM networks (such as NYCE or Star) Sales are considered Card Not Present Sales.
used at a merchant location by means of a Cardholder-entered PIN in the merchant PIN Pad. Transaction Fees: Service costs charged to a merchant on a per transaction basis.
PIN Debit Sponsor Bank: The PIN Debit Sponsor Bank(s) identified on the Application
Transaction Integrity Fee: Fee assessed on Visa Debit Card and prepaid Card purchase
signed by you that is/are the sponsoring or acquiring bank(s) for certain PIN Debit
transactions that either fail or do not request CPS qualification.
networks.
Us,We and Our: See Servicers.
Point of Sale (POS)Terminal: A device placed in a merchant location which is connected
to the Processor’s system via telephone lines and is designed to authorize, record and Visa International Service Fee: Assessed on any Visa settled sale where the merchant is
transmit settlement data by electronic means for all sales transactions with Processor. located in the U.S. and the Card is issued outside of the U.S. (i.e., U.S. Merchant, Non U.S.
Issued Card).
Processor: The entity identified on the Application (other than the Bank) which provides
certain services under the Agreement. Visa Misuse of Auth: Charged to Visa authorized transactions that are not followed by a
Program Guide (also known as the Merchant Services Program Terms and matching Visa settled transaction (or in the case of a canceled transaction, not properly
Conditions): The booklet which contains Operating Procedures, General Terms, Third reversed). The fee can be avoided by settling your transactions within 10 days for Non
Party Agreements and Confirmation Page, which together with the Application and the Travel and Entertainment (T&E) Merchants Segments and 20 days for T&E merchants. If
Schedules thereto and documents incorporated therein, constitute your Agreement with an authorization is not needed, the authorization must be electronically reversed within
Processor and Bank. 24 hours for face to face authorizations and reversed within 72 hours for Card Absent
authorizations.
Recurring Payment Indicator: A value used to identify transactions for which a Cardholder
provides permission to a merchant to bill the Cardholder’s Card account at either a Visa Zero $ Verification: Charged for Visa Card verification requests (without an actual
predetermined interval or as agreed by the Cardholder for recurring goods or services. dollar authorization). This fee can be avoided by obtaining an authorization request for the
amount of the sale. If the authorization is not needed, the authorization request must be
Referral: A message received from an Issuer when an attempt for Authorization requires
electronically reversed within 24 hours for face to face authorizations and reversed within 72
a call to the Voice Authorization Center or Voice Response Unit (VRU).
hours for Card Absent authorizations (to avoid the Visa Misuse of Authorization System fee).
Reserve Account: An account established and funded at our request or on your behalf,
Visa Zero Floor Limit: Charged when a Visa sale is settled without the required
pursuant to Section 25 of the Agreement.
authorization (transaction ID is used to match the authorization to settled sale). All
Resubmission: A transaction that the Client originally processed as a Store and Forward transactions above zero dollars require an authorization approval. This fee can be avoided
transaction but received a soft denial from the respective debit network or Card by only settling transactions that have been approved. If an authorization is declined, the
Organization. The resubmission transaction allows the merchant to attempt to obtain an merchant must request another form of payment.
approval for the soft denial, in which case Client assumes the risk that the transaction fails.
You,Your: See Client
Retrieval Request/Transaction Documentation Request: A request for

1 MasterCard Credit or Debit Card, Cirrus Card, or Maestro Card.

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 PART III: AD D I T I O N AL IM PORTAN T IN FOR M ATION FOR CAR DS
contained herein or otherwise available under applicable law and, if (a) Client
A.1. Electronic Funding Authorization
breaches this Agreement by improperly terminating it prior to the expiration of
All payments to Client shall be through the Automated Clearing House (“ACH”) the applicable term of the Agreement, or (b) this Agreement is terminated prior
and shall normally be electronically transmitted directly to the Settlement Account to the expiration of the applicable term of the Agreement due to an Event of
you have designated or any successor account designated to receive provisional Default, then Servicers will suffer a substantial injury that is difficult or impossible
funding of Client’s Card sales pursuant to the Agreement. Client agrees that any to accurately estimate. Accordingly, the parties have agreed that the amount
Settlement Account designated pursuant to the preceding sentence will be an described below is a reasonable pre-estimate of Servicers’ probable loss. Such
account primarily used for business purposes. Neither Wells Fargo Bank, N.A. nor amount shall be paid to Servicers within 15 days after Client’s receipt of Servicers’
Cayan LLC can guarantee the time frame in which payment may be credited by calculation of the amount due.
Client’s financial institution where the Settlement Account is maintained.
In the event that Client terminates this Agreement within three (3) years from
Client hereby authorizes Wells Fargo Bank, N.A. and its authorized representative the date of approval by Cayan LLC and Wells Fargo Bank, N.A., or this Agreement
to access information from the DDA and to initiate credit and/or debit entries by is terminated within three (3) years from the date of approval by Cayan LLC and
bankwire or ACH transfer and to authorize your financial institution to block or Wells Fargo Bank, N.A. due to an Event of Default, Client will be charged a fee for
to initiate, if necessary, reversing entries and adjustments for any original entries such early termination, if so indicated on the Service Fee Schedule. Client’s
made to the DDA and to authorize your financial institution to provide such access obligation with respect to the Monthly Minimum Processing Fee will end
and to credit and/or debit or to block the same to such account. This authoriza- simultaneously with Cayan LLC’s receipt of Termination Fee.
tion is without respect to the source of any funds in the DDA, is irrevocable and
coupled with an interest. This authority extends to any equipment rental or Effective April 1, 2012, Visa will begin billing Acquirers a new monthly Fixed
purchase agreements which may exist with Client as well as to any fees and Acquirer Network Fee (FANF) which may vary each month. The amount of the
assessments and Chargeback amounts of whatever kind or nature due to Cayan monthly fee charged is determined based on the variables outlined below. Please
LLC or Wells Fargo Bank, N.A. under terms of this Agreement whether arising refer to the Network Fee Billing Tables for Visa Transactions listed below.
during or after termination of the Agreement. This authority is to remain in full A. For Card Present Transaction Processing (excluding fast food and merchant
force and effect at all times unless and until Cayan LLC and Wells Fargo Bank, N.A. aggregators), please refer to Tables 1A and 1B: The applicable monthly fee will be
have consented to its termination at such time and in such a manner as to afford calculated based on the number of active processing merchant locations (per indi-
them a reasonable opportunity to act on it. In addition, Client shall be charged vidual card acceptor ID) and your Merchant Category Code (MCC), per taxpayer
twenty-five dollars ($25.00) for each ACH which cannot be processed, and all id, per month.
sub- sequent funding may be suspended until Client either (i) notifies Cayan
LLC that ACH’s can be processed or (ii) a new electronic funding agreement is B. For Card Not Present Transaction Processing (including merchant aggregators
signed by Client. Client’s Settlement Account must be able to process or accept and all fast food Visa sales), please refer to Table 2: The applicable monthly fee will
electronic transfers via ACH. be determined based on monthly gross Visa sales volume per taxpayer ID, per
month.
A.2. Funding Acknowledgement For merchants with a mix of both card present and card not present transactions,
Automated Clearing House (ACH). Your funds for MasterCard, Visa and Discover fees from Table 1 (A and/or B, as applicable) and Table 2 will apply. If we do not
Network transactions will be processed and transferred to your financial institu- have a valid taxpayer id for your merchant account in our system, the location
tion within two (2) Business Days from the time a batch is received by Processor and/or volume (as appropriate) will be counted as a single location for the
if your financial institution is the Bank. If your financial institution is not the Bank, purposes of fee billing. The new Fixed Acquirer Network Fee for Visa transactions
your MasterCard, Visa and Discover Network transactions will be processed via that we are charged will be passed through to you and will be reflected on your
the Federal Reserve within two (2) Business Days from the time a batch is received April month end statement received in May with the descriptor of NETWORK
by Processor. The Federal Reserve will transfer such amounts to your financial PART CP FEE and/or NETWORK PART CNP FEE.
institution.
Table 1A: High Volume MCC Merchants - Card Present
A.3. Additional Fees and Early Termination (Applies to Table 1A MCCs)
If Client’s MasterCard, Visa and Discover Network transaction(s) fail to qualify The monthly Network Fee Billing amount is determined by the number of merchant
for the discount level contemplated in the rates set forth in the Application, locations actively accepting Visa transactions per Taxpayer ID, per Month.
Client will be billed the fee indicated in the Mid-Qualified Discount field or
Non- Qualified Discount field. If you are utilizing the Enhanced Recovery Tiers No. of Locations by MID Price per Location per Merchant
Reduced Discount option, the Client will be charged the Enhanced Recovery 1-3 1-3 $2.90
Reduced Rate on the volume of said transaction that failed to qualify, in addition
to the difference between the MasterCard/ Visa/ Discover Network Qualified 4-6 4-10 $4.00
Rate agreed to in Section 9 of the Service Fee Schedule and the actual 7-8 11-50 $5.00
interchange rate assessed to the downgraded transaction.
9 51-100 $8.00
a. Any increases or decreases in the interchange and/or assessment portion of
the fees; 10 101-150 $12.00

b. The appropriate interchange level as is consistent with the qualifying criteria 11 151-200 $18.00
of each transaction submitted by Client;
12 201-250 $25.00
c. Increases in any applicable sales or telecommunications charges or taxes levied
13 251-500 $35.00
by any state, federal or local authority related to the delivery of the services
provided by Cayan LLC when such costs are included in the Service or other 14 501-1,000 $45.00
fixed fees. 15 1,001-1,500 $55.00
The discount fees shown on the Service Fee Schedule, shall be calculated based on 16 1,501-2,000 $65.00
the gross sales volume of all Visa, MasterCard and Discover Network volume.
17 2,001-4,000 $75.00
A Monthly Minimum Processing Fee will be assessed immediately after the date
Client’s Application is approved. (Refer to Service Fee Schedule, if applicable.) 18 > 4,000 $85.00
In addition to the PIN Debit Card transaction fees set forth on the Application, (cap of 4,001 max billable locations)
Client shall be responsible for the amount of any fees imposed upon a transaction The parties further agree and acknowledge that, in addition to any remedies
by the applicable debit network.

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 Table 1A: High Volume MCC Merchants - Card Present1 Table 2: Fast Food (MCC 5814), Card Not Present (MOTO / ECI:1-9),
Merchant Aggregators
MCC MCC Descriptor
The Network Fee Billing amount is based on monthly gross sales volume actively
3000-3299, 4511 Airlines accepting Visa transactions per Taxpayer ID, per Month.
3300-3499, 7512 Auto Rental Tier Monthly Gross Sales Volume Fee Per Month
3500-3999, 7011 Lodging 1 < $50 $2.00
4411 Steamship/Cruise Lines 2 $50-$199 $2.90
4829 Wire Transfer Money Order 3 $200-$999 $5.00
5200 Home Supply Warehouse Stores 4 $1,000-$3,999 $7.00
5300 Wholesale Clubs 5 $4,000-$7,999 $9.00
5309 Duty Free Stores 6 $8,000-$39,999 $15.00
5310 Discount Stores 7 $40,000-$199,999 $45.00
5311 Department Stores 8 $200,000-$799,999 $120.00
5411 Grocery Stores and Supermarkets
9 $800,000-$1,999,999 $350.00
5511 Car and Truck Dealers/New/Used
10 $2,000,000-$3,999,999 $700.00
5532 Automotive Tire Stores
11 $4,000,000-$7,999,999 $1,500.00
5541 Service Stations
12 $8,000,000-$19,999,999 $3,500.00
5542 Automated Fuel Dispensers
13 $20,000,000-$39,999,999 $7,000.00
5651 Family Clothing Stores
14 $40,000,000-$79,999,999 $15,000.00
5655 Sports/Riding Apparel Stores
15 $80,000,000-$399,999,999 $30,000.00
5712 Furniture/Equipment Stores
16 > $400,000,000 $40,000.00)
5732 Electronic Stores
Confidential and Proprietary. The above referenced billing tables are provided
5912 Drugstores and Pharmacies as a courtesy. Information is subject to change.
5943 Stationary Stores
A.4. 6050W of the Internal Revenue Code
7012 Timeshares Pursuant to Section 6050W of the Internal Revenue Code, merchant acquiring
7832 Motion Picture Theaters entities and third party settlement organizations are required to file an information
MCC must have 50% or more in monthly card present volume.
1 return for each calendar year reporting all payment card transactions and third party
network transactions with payees occurring in that calendar year. Accordingly,
you will receive a Form 1099-K reporting your gross transaction amounts for each
Table 1B: All Other MCC Merchants - Card Present
(MCC 5814 Excluded) calendar year. Your gross transaction amount refers to the gross dollar amount of
the card transactions processed through your merchant account with us. In addi-
The monthly Network Fee Billing amount is determined by the number of merchant tion, amounts reportable under Section 6050W are subject to backup withholding
locations actively accepting Visa transactions per Taxpayer ID, per Month. requirements. Payors will be required to perform backup withholding by deducting
and withholding income tax from reportable transactions if (a) the payee fails to
Tiers No. of Locations by MID Price per Location per Merchant
provide the payee’s taxpayer identification number (TIN) to the payor, or (b) if the
1-3 1-3 $2.90 IRS notifies the payor that the TIN (when matched with the name) provided by
4-6 4-10 $4.00 the payee is incorrect. Accordingly, to avoid backup withholding, it is very
important that you provide us with the correct name and TIN that you use when
7-8 11-50 $5.00 filing your tax return that includes the transactions for your business.
9 51-100 $8.00
A.5. Addresses For Notices
10 101-150 $12.00
Cayan LLC / Important Phone Numbers:
11 151-200 $18.00 TSYS: (see also Sections 3.3 and 5.4)
12 201-250 $25.00 1 Federal Street
2nd Floor Customer Service
13 251-500 $35.00 1-800-941-6557
Boston, MA 02110
14 501-1,000 $45.00
Wells Fargo Bank, N.A.:
15 1,001-1,500 $55.00 PO Box 6079
Concord, CA 94524
16 1,501-2,000 $65.00 (844) 284-6834
17 2,001-4,000 $75.00
18 > 4,000 $85.00
(cap of 4,001 max billable locations)

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 MERCHANT PROCESSING APPLICATION AND AGREEMENT AMENDMENT

Merchant Portal Addendum – Page 1 of 1

This AMENDMENT (the “Amendment”) to that certain MERCHANT PROCESSING APPLICATION AND AGREEMENT (the “MPA”) and the
incorporated MERCHANT SERVICES PROGRAM TERMS AND CONDITIONS (the “Program Guide”) provided to the Merchant listed below in
connection with the MPA is made and entered into as of the date it is last executed by the parties below (the “Amendment Date”), by and between
the Merchant listed below (the “Merchant”), and Cayan LLC, a Delaware limited liability company (the “Company”) with its principal place of business
at One Federal Street, 2nd Floor, Boston, MA 02110.

MERCHANT INFORMATION

Merchant DBA Business Name MID

Street
Business Address
City State ZIP

Date of Original MPA

The Company and Merchant wish to modify certain terms of the MPA and Program Guide as described hereunder. Section references and capitalized
terms used in this Amendment but not otherwise defined will have the meanings ascribed to them in the MPA and Program Guide.
The Company has established a Merchant Portal website (the “Merchant Portal”) designed to give Merchants greater visibility and control over their
processing relationship, subject to the terms and conditions of this Amendment.
NOW, THEREFORE, in consideration for your acceptance and the delivery of the Terminal as described herein, you agree to the following
modifications to the MPA and Program Guide:
1. Merchant Portal. During the term of the Agreement, Processor will make available to you certain services via the Merchant Portal (the “Portal
Services”), which may include (i) access to paperless account statements and reports, (ii) information regarding the status of Processor’s
services and communications, and (iii) access to the Premium Services (as defined below). The Merchant Portal and the Portal Services may be
subject to additional terms and conditions set forth on Processor’s web site when you log in to access the Merchant Portal. Processor may
modify or discontinue the Merchant Portal or any or all portions of the Portal Services from time to time.
2. Premium Services. The Portal Services include access to a supplier discount access program made available by Processor through the Merchant
Portal, and may include other premium services provided by Processor from time to time (collectively, the “Premium Services”). You will initially
receive access to the Premium Services for a trial period of at least 30 days (the “Free Trial Period”) at no charge. After the Free Trial Period,
unless you opt out of the Premium Services (which you may do at any time as described below), then you will be automatically charged
a fee of $6.95 per month (the “Merchant Portal Fees”) thereafter until you opt out.
3. Opt Out. You may opt out of the Premium Services at any time by clicking on the “Opt Out” link on the Merchant Portal homepage or in the
welcome email from Processor, or by additional means that Processor may make available to you. If you opt out of the Premium Services during
the Free Trial Period, then you will not be charged any Merchant Portal Fees.
By signing below, the undersigned signatory, signing on behalf of Merchant, represents and warrants that (i) he or she has read and understood
the provisions of this Amendment and agrees to be bound by it; (ii) all other terms and conditions of the MPA and Program Guide remain in full force and
effect; and (iii) execution and delivery of this Amendment is made by the authorized signor of Merchant or authorized designee and has been authorized
by all required corporate action.

MPAA-MPAC 1901-1 TSYS

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 MERCHANT PROCESSING APPLICATION AND AGREEMENT AMENDMENT

Compliance Services – Page 1 of 1

This SUPPLEMENT (the “Supplement”) to that certain MERCHANT PROCESSING APPLICATION AND AGREEMENT (the “MPA”) and the
incorporated MERCHANT SERVICES PROGRAM TERMS AND CONDITIONS (the “Program Guide”, and together with the MPA, the “Agreement”)
supplements and amends the Agreement entered into by and between the Merchant listed below (the “Merchant”), and Cayan LLC, a Delaware limited
liability company (the “Company”) with its principal place of business at One Federal Street, 2nd Floor, Boston, MA 02110. Capitalized terms used
herein that are not defined shall have the same meaning as set forth in the Agreement.

MERCHANT INFORMATION

Merchant DBA Business Name MID

Street
Business Address
City State ZIP

Date of Original MPA

WHEREAS, pursuant to the terms of the Agreement, Merchant is required to comply with all applicable rules and regulations of the payment card
industry, expressly including the regulations promulgated under the Payment Card Industry’s Data Security Standards (“PCI DSS”), and the Company
has offered to make available to Merchant certain tools provided by a third party vendor, Aperia, to assist Merchant in its compliance obligations under
PCI DSS.
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by MW and Merchant, Merchant
and the Company agree to supplement the Agreement as follows:
1. Compliance Review by the Company. Subject to the conditions below, the Company hereby agrees that it will assist Merchant in the review
of the Aperia report, and will provide further assistance with respect to Merchant’s obligations to maintain compliance with PCI DSS. The Company
in no manner guarantees such compliance, or provides any such assurance that Merchant will not be subject to fines, fees, or penalties from any
third party, including the payment card networks. The manner of the Company’s assistance will consist of recommending best practices for
Merchant’s continued review of its safeguarding of payment card information and other practices as are required by PCI DSS.
2. Obligations of Merchant. In consideration of the Company’s compliance review and assistance as set forth in Paragraph 1, above, Merchant
agrees that it will enter into an agreement with Aperia, or other third party vendor suggested to it by the Company for the purpose of maintaining
compliance with PCI DSS. In addition, Merchant agrees to pay the fee for the compliance services package as outlined in this Supplement and
in the Agreement.
3. Indemnification of the Company. As set forth in this Supplement and in the Agreement, Merchant is obligated to indemnify, defend, and hold
harmless the Company and any payment service providers for violations of PCI DSS (in addition to any other breach, or any negligent or wrongful
act or omission, failure to perform under the Agreement, or failure in the provision of any goods or services). In the event Merchant is obligated
to indemnify the Company and any third party providers solely as a result of its noncompliance with PCI DSS, and if Merchant satisfies all of the
following conditions, the Company agrees to credit back to Merchant the compliance fees it collected under Paragraph 2 up to, but not exceeding,
ten-thousand dollars ($10,000.00). In order for Merchant to receive the compliance credit against its indemnification obligation, (a) the PCI DSS
fine, violation, or fee must have occurred (and events leading up to such fine, fee or violation must have accrued) following the date of this
Supplement; and (b) Merchant must: (i) be in good standing under its Agreement with the Company (and except for the indemnification obligation
for a PCI DSS violation), not otherwise be in breach of or in default of its obligations under the Agreement; (ii) have a valid service agreement
with a third party vendor or as otherwise suggested by the Company for the provision of PCI DSS compliance review and services; (iii) not have
committed any fraud; (iv) not have it nor any of its employees or contractors be responsible through action or omission for the PCI DSS violation;
and (v) have at least one (1) year remaining in the term of its Agreement with the Company.
4. Ratification. Except as expressly amended by this Supplement, the Agreement remains in full force and effect.
5. Counterparts. This Supplement may be executed in as many counterparts as may be required and all counterparts shall collectively constitute
a single instrument. An executed copy of this Supplement delivered by facsimile, e-mail, or other electronic means shall have the effect of an
original executed instrument.
6. Parties to Supplement. This Supplement is an agreement solely and directly between the Merchant and the Company. There are no other parties
to this Supplement (regardless of whether there are any other parties to the Agreement with Merchant and the Company). In executing this
Supplement, Merchant releases any obligation to Cayan LLC and/or Wells Fargo Bank (and its or their designees and assignees) pertaining to
any item or matter which may arise from the terms set forth in this Supplement relating to the Payment Card Industry’s Data Security Standards.

MPAA-CSPC 1901-1 TSYS

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 MERCHANT PROCESSING APPLICATION AND AGREEMENT AMENDMENT

Compliance Services – Page 2 of 2

Compliance Services Package (CSP)

If you are currently being charged for our Compliance Services Package, in addition to our standard support, you will also receive the following benefits:
Breach Protection: Should you experience a monetary fine associated with a breach to your merchant services data and you can confirm
that you are PCI compliant at the time of the breach; you will be credited up to a maximum of $10,000 (please see our updated program guide
for full details and requirements).
Chargeback Protection: You will be reimbursed for any chargeback fees incurred up to a maximum of $25 per occurrence for up to two (2)
occurrences.
PCI Compliance Support: Through our partnership with Aperia t\we provide you with an easy way to become compliant. Please call your
customer service representative to get started. After you are enrolled, Aperia will guide you through the compliance process, beginning with
a self-assessment questionnaire. Our partnership is designed to support you with personalized guidance and support to achieve and maintain
PCI compliance.
Please Note: The PCI Security Standards Council mandates PCI compliance for all merchants accepting credit card payments.

MPAA-CSPC 1901-1 TSYS

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