The

AllInOne

Payment

Processing

Solution

As

a

NetSuite

preferred

payment

solution

provider

we

provide

merchants

with

an

integrated

payment

platform

enabling

credit

and

debit

card

processing

with

realtime

reporting

and

easy

reconciliation

from

transaction

to

cash

Merchants

utilizing

NetSuite

can

automatically

accept

payments

from

their

eCommerce

store

or

from

within

NetSuite

By

building

a

proprietary

payments

platform

Merchant

eSolutions

provides

easy

access

to

process

and

reconcile

Visa

MasterCard

American

Express

Discover

Buyer

Authentication

commercial

Level

and

Level

cards

As

with

Visa

and

MasterCard

funding

and

reporting

for

American

Express

and

Discover

is

fully

integrated

allowing

for

one

statement

and

one

solution

for

all

payment

types

Reporting

is

realtime

and

accessible

via

webbased

reporting

or

via

an

API

Also

chargeback

management

is

simplified

through

a

webbased

automation

of

work

flows

Apply

today

and

receive

worldclass

customer

care

industryleading

technology

and

the

highest

level

of

reliability

for

your

payment

solution

needs

Features

and

Benefits

A

single

source

solution

to

process

all

major

payment

types

Full

support

for

eCommerce

and

offline

processing

Integrated

merchant

account

and

payment

gateway

removes

the

need

for

other

party

gateways

Complete

automated

settlement

and

cash

deposit

that

save

money

and

time

Level

processing

that

helps

you

reduce

fees

and

save

money

Foreign

currency

exchange

with

over

global

currencies

supported

for

VISA

and

MasterCard

Realtime

webbased

reporting

with

complete

historical

data

One

solution

for

reporting

streamlines

ordertopayment

and

paymenttoreconciliation

process

x

payment

specialists

provide

exceptional

assistance

Standard

Pricing

Fees

Card

Not

Present

Pricing

Description

Fee

Monthly

Fee

New

Account

Setup

One

Time

VISAMCDiscover

Discount

Rate

VISAMCDiscover

Authorization

Fee

Batch

Fee

AVS

Rewards

Rate

Business

Level

IIIII

Rate

Other

Commercial

Card

Rate

Non

Qual

PCI

Administration

Fee

Monthly

Administrative

Maintenance

Annual

Dec

Chargebacks

Per

Item

Card

Present

Pricing

Description

Fee

Monthly

Fee

New

Account

Setup

One

Time

VISAMCDiscover

Discount

Rate

VISAMCDiscover

Authorization

Fee

Batch

Fee

AVS

Mid

Qual

Non

Qual

PCI

Administration

Fee

Monthly

Administrative

Maintenance

Annual

Dec

Chargebacks

Per

Item

MagTek

Bullet

Card

Reader

MagTek

Dynamag

Card

Reader

You

may

qualify

for

a

lower

rate

You

may

receive

a

MeS

Pricing

Summary

notification

from

your

sales

representative

that

specifies

your

applicable

rate

Additional

rates

and

fees

as

set

forth

in

the

MeS

Pricing

Summary

may

apply

Merchant

Agreement

and

Addendums

Merchant

Agreement

Introduction

This

Card

Program

Services

Terms

and

Conditions

the

Merchant

Agreement

is

for

the

provision

of

the

Services

to

the

Merchant

offered

by

Processor

and

is

entered

into

among

Merchant

Processor

and

Bank

The

appendices

addenda

schedules

and

exhibits

that

accompany

or

are

incorporated

by

reference

into

this

Merchant

Agreement

as

amended

from

time

to

time

as

provided

herein

are

part

of

the

terms

and

conditions

of

this

Merchant

Agreement

as

are

the

Application

and

the

Operating

Rules

All

capitalized

terms

used

in

this

Merchant

Agreement

are

defined

terms

and

the

definitions

of

such

terms

appear

in

Section

to

this

By

completing

and

signing

the

Application

Merchant

applies

for

the

Services

provided

by

Processor

and

covered

by

the

Application

and

this

Merchant

Agreement

collectively

the

Agreement

and

agrees

to

comply

with

all

terms

and

conditions

contained

in

the

Merchant

Agreement

the

Operating

Rules

and

such

other

procedures

and

rules

as

Processor

or

Bank

may

from

time

to

time

prescribe

for

the

creation

or

transmission

of

Transaction

Data

In

its

sole

and

absolute

discretion

Processor

or

Bank

may

accept

or

reject

Merchants

Application

IMPORTANT

INFORMATION

ABOUT

BANKS

RESPONSIBILITIES

Part

I

Card

Program

Services

A

Card

Program

Service

Procedures

Merchants

General

Duties

Merchant

is

responsible

for

any

advice

from

acts

of

and

omissions

of

Merchants

employees

consultants

advisors

contractors

agents

officers

and

directors

Merchant

is

responsible

for

the

use

unauthorized

use

or

misuse

of

Merchants

equipment

or

software

Merchant

shall

examine

each

Card

physically

presented

at

the

point

of

sale

to

determine

that

the

Card

presented

is

valid

and

has

not

expired

Merchant

shall

exercise

reasonable

diligence

to

determine

that

the

authorized

signature

on

any

Card

physically

presented

corresponds

to

the

Cardholders

signature

on

the

Charge

Record

With

respect

to

any

Transaction

for

which

a

Cardholder

is

not

physically

present

at

the

point

of

sale

such

as

in

any

online

mail

telephone

or

recurring

Transaction

Merchant

must

have

notified

Processor

on

the

Application

or

otherwise

obtained

Processors

prior

written

approval

of

Merchants

intention

to

conduct

such

Transactions

have

procedures

in

place

to

ensure

that

such

Transaction

is

made

to

a

purchaser

who

actually

is

the

Cardholder

and

shall

at

all

times

comply

with

the

terms

of

the

CNP

Addendum

and

the

Operating

Rules

Merchant

agrees

to

accept

all

categories

of

Visa

and

MasterCard

Cards

unless

Merchant

has

notified

Processor

on

the

Application

or

otherwise

in

writing

of

its

election

to

limit

its

acceptance

of

Cards

All

such

limitations

must

comply

with

the

Operating

Rules

in

all

instances

Merchant

consents

to

receiving

Documents

electronically

rather

than

in

paper

form

Processor

will

notify

Merchant

that

a

Document

is

available

at

Processors

web

site

with

a

link

to

that

specific

page

of

the

web

site

containing

the

Document

Merchant

agrees

that

such

notification

will

be

sent

to

Merchant

at

the

email

address

provided

as

part

of

the

Application

Merchant

understands

and

acknowledges

that

access

to

the

Internet

email

and

the

worldwide

web

are

required

for

Merchant

to

access

a

Document

electronically

and

Merchant

confirms

that

Merchant

has

such

access

Merchant

understands

that

there

are

costs

related

to

access

Documents

Procedures

for

Transactions

Merchant

agrees

to

properly

obtain

an

authorization

code

for

the

total

amount

of

the

Transaction

and

shall

record

the

authorization

code

on

the

Charge

Record

prior

to

completing

the

Transaction

If

a

Merchant

completes

a

Transaction

without

an

authorization

code

Merchant

will

be

responsible

for

any

Chargeback

of

the

Transaction

and

this

Agreement

shall

be

subject

to

immediate

termination

without

notice

Obtaining

an

authorization

code

does

not

assure

that

the

person

using

the

Card

is

the

Cardholder

and

will

not

prevent

a

Chargeback

to

Merchant

Processor

reserves

the

right

to

refuse

to

process

any

Transaction

presented

by

Merchant

unless

Merchant

agrees

to

maintain

a

written

refund

policy

and

to

disclose

such

policy

to

Processor

and

all

customers

Merchant

will

submit

any

changes

to

its

refund

policy

to

Processor

in

writing

at

least

days

before

the

change

and

will

not

implement

any

change

to

which

Processor

reasonably

objects

Merchants

policies

will

not

override

the

Operating

Rules

and

will

not

prevent

Chargebacks

to

Merchant

under

those

Operating

Rules

To

the

extent

that

Merchant

operates

a

website

through

which

Transactions

are

generated

Merchant

must

include

its

refund

policy

on

the

website

in

accordance

with

the

Operating

Rules

Merchant

will

not

Except

as

otherwise

permitted

by

the

Operating

Rules

and

as

approved

by

Processor

in

advance

Merchant

will

not

submit

a

Transaction

for

processing

by

Processor

until

Merchant

has

delivered

or

shipped

the

goods

andor

performed

all

its

services

Merchant

will

not

submit

i

any

Transaction

previously

submitted

to

Processor

ii

any

Transaction

that

Merchant

knows

or

should

have

known

to

be

fraudulent

or

not

authorized

by

the

Cardholder

iii

any

Transaction

that

results

from

a

transaction

outside

of

Merchants

normal

course

of

business

as

described

on

the

Application

or

iv

any

Transaction

that

results

from

a

transaction

not

involving

Merchant

or

not

originated

as

the

result

of

an

act

between

Merchant

and

a

Cardholder

Merchant

acknowledges

that

all

payments

and

credits

provided

to

Merchant

are

provisional

and

subject

to

suspension

Chargebacks

and

adjustments

in

accordance

with

this

Agreement

and

the

Operating

Rules

Merchant

shall

display

Card

Network

marks

advertising

and

promotional

materials

in

compliance

with

the

Operating

Rules

and

as

expressly

authorized

in

writing

by

Processor

Additionally

Merchant

shall

not

use

the

Card

Network

marks

other

than

to

display

decals

signage

advertising

and

other

forms

depicting

the

Card

Network

marks

that

are

provided

to

Merchant

by

Processor

Merchant

shall

not

use

Card

Network

marks

in

such

a

way

that

Cardholders

could

believe

that

the

products

or

services

offered

by

Merchant

are

sponsored

or

guaranteed

by

the

Card

Networks

Merchant

recognizes

that

it

has

no

ownership

rights

in

the

Card

Network

marks

Settlement

Failure

to

transmit

Transactions

to

Processor

within

one

business

day

following

the

day

that

such

Transaction

originated

could

result

in

higher

interchange

fees

and

other

costs

as

well

as

increased

Chargebacks

Unless

otherwise

approved

by

Processor

Merchant

shall

not

submit

Transactions

for

processing

until

i

the

Transaction

is

completed

ii

the

goods

are

delivered

or

shipped

iii

the

services

are

performed

or

iv

Merchant

has

obtained

the

Cardholders

consent

for

a

recurring

Transaction

Processor

reserves

the

right

to

refuse

to

process

any

Transaction

presented

by

Merchant

if

Processor

reasonably

believes

that

the

Transaction

may

be

uncollectible

from

the

Cardholder

For

Conveyed

Transactions

Merchant

shall

have

a

valid

agreement

in

effect

with

the

applicable

Card

Network

If

Merchant

submits

Conveyed

Transactions

to

Processor

and

Merchant

does

not

have

a

valid

agreement

with

the

applicable

Card

Network

Processor

may

but

shall

not

be

obligated

to

submit

such

Transaction

to

the

applicable

Card

Network

and

to

share

with

them

information

about

Merchant

from

the

Application

or

otherwise

as

may

be

required

to

approve

Merchants

acceptance

of

the

Card

Networks

Card

Payment

of

proceeds

due

Merchant

for

Conveyed

Transactions

shall

be

governed

by

the

agreement

Merchant

has

with

the

applicable

Card

Network

Except

for

Conveyed

Transactions

Processor

will

submit

Merchants

Transactions

to

the

applicable

Card

Network

Promptly

after

Bank

receives

funds

for

settled

Transactions

from

the

Card

Networks

Bank

will

provisionally

fund

the

Settlement

Account

The

proceeds

payable

to

Merchant

shall

be

equal

to

the

amounts

submitted

by

Merchant

in

connection

with

its

Transactions

minus

the

sum

of

the

following

i

all

Processing

Fees

fees

charges

and

other

amounts

described

in

this

Agreement

or

that

Merchant

has

otherwise

agreed

to

pay

ii

all

refunds

and

Chargebacks

iii

all

Reserve

Account

amounts

iv

all

fees

charges

fines

assessments

penalties

or

other

liabilities

In

the

event

that

the

proceeds

from

Merchants

settled

Transactions

or

the

balance

of

Merchants

Settlement

Account

are

not

sufficient

to

pay

amounts

due

under

this

Merchant

Agreement

in

addition

to

any

other

rights

and

remedies

Processor

or

Bank

may

have

under

this

Merchant

Agreement

Processor

and

Bank

may

pursue

one

or

more

of

the

following

options

i

demand

and

receive

immediate

payment

for

such

amounts

ii

debit

the

Settlement

Account

for

the

amount

of

the

negative

balance

iii

apply

funds

held

in

the

Reserve

Account

against

the

negative

amount

and

iv

withhold

all

or

some

of

Merchants

settlement

Merchant

must

maintain

a

Settlement

Account

in

Merchants

name

in

satisfactory

condition

at

a

depository

institution

under

arrangements

acceptable

to

Processor

and

Bank

Merchant

agrees

that

Processor

or

Bank

may

charge

the

Settlement

Account

for

the

amount

of

any

Transaction

processed

under

this

Agreement

or

for

any

return

refund

adjustment

Chargeback

fine

penalty

charge

Processing

Fee

or

fee

set

forth

in

this

Agreement

or

any

other

amounts

to

which

Processor

or

Bank

may

be

entitled

Merchant

may

change

or

close

the

Settlement

Account

only

upon

prior

written

approval

by

Processor

Merchant

is

solely

liable

for

all

fees

costs

and

Processor

will

supply

a

statement

reflecting

Merchants

processing

activity

by

online

access

or

otherwise

if

agreed

to

by

both

parties

and

Merchant

shall

ensure

that

any

online

access

to

such

statements

is

secure

Processor

shall

presume

that

any

amounts

Processor

or

Bank

pays

to

or

debits

from

Merchant

are

correct

unless

Merchant

disputes

these

by

sending

Processor

written

notice

within

days

of

the

date

of

the

applicable

statement

containing

any

disputed

payments

or

debits

If

Merchant

chooses

to

purchase

rent

or

lease

processing

equipment

from

Processor

or

utilizes

software

provided

by

Processor

for

use

in

processing

Transactions

Merchant

agrees

to

pay

Processor

the

purchase

rental

or

lease

amounts

any

initial

upfront

costs

as

required

and

all

applicable

taxes

for

such

processing

equipment

or

software

utilization

Processor

makes

no

representations

or

warranties

of

any

kind

or

nature

directly

or

indirectly

expressed

or

implied

as

to

any

matter

whatsoever

concerning

any

software

equipment

or

services

provided

or

procured

by

Processor

and

such

software

equipment

and

services

are

provided

ASIS

to

Merchant

Processor

also

disclaims

any

Merchant

authorizes

Processor

and

Bank

or

their

agents

or

designated

representatives

to

initiate

debit

and

credit

entries

to

the

Settlement

Account

through

the

ACH

settlement

process

for

amounts

due

under

this

Agreement

This

authorization

will

remain

in

full

force

and

effect

until

termination

of

the

Agreement

and

the

full

and

final

payment

of

all

obligations

of

Merchant

due

under

this

Merchant

Agreement

Merchant

acknowledges

and

agrees

that

Processor

and

Bank

will

not

be

liable

for

any

delays

in

receipt

of

funds

any

failure

by

Merchant

to

receive

funds

or

errors

in

debit

or

credit

entries

caused

by

Merchant

or

Chargebacks

Merchant

has

full

liability

and

responsibility

for

all

Chargebacks

Some

of

the

most

common

reasons

for

a

Chargeback

are

i

the

Charge

Record

was

prepared

incorrectly

or

fraudulently

ii

Merchant

did

not

obtain

proper

authorization

or

did

not

provide

a

correct

and

legible

authorization

code

on

the

Charge

Record

iii

the

Cardholder

disputes

participating

in

or

approving

the

Transaction

iv

the

Cardholder

alleges

that

return

of

goods

was

improperly

refused

or

that

a

refund

was

not

processed

for

the

Cardholder

v

the

Cardholder

has

asserted

what

the

Cardholder

believes

is

a

good

faith

claim

or

defense

against

the

Transaction

If

Merchant

has

a

reason

to

dispute

or

respond

to

a

Chargeback

then

Merchant

must

do

so

by

the

date

provided

on

the

applicable

Chargeback

Notice

Processor

will

not

investigate

or

attempt

to

obtain

a

reversal

or

other

adjustment

to

any

Chargeback

if

Merchant

has

not

timely

responded

to

the

notice

If

Processor

or

Bank

determines

that

Merchant

is

receiving

excessive

Chargebacks

as

determined

by

reference

to

applicable

Operating

Rules

andor

Bank

policy

which

may

be

modified

from

time

to

time

Processor

or

Bank

may

but

are

not

obligated

to

i

notify

Merchant

of

new

procedures

it

should

adopt

ii

increase

or

add

additional

Processing

Fees

imposed

for

processing

Chargebacks

iii

establish

or

increase

the

amount

held

in

any

Reserve

Account

andor

iv

terminate

this

Merchant

Agreement

at

Processors

or

Banks

discretion

without

advance

notice

Merchant

must

immediately

pay

any

fines

or

fees

imposed

by

a

Card

Network

or

Processor

Each

Chargeback

to

Merchant

is

immediately

due

and

payable

by

Merchant

Without

limiting

Processors

or

Banks

other

remedies

or

Processors

or

Banks

security

interest

described

in

this

Merchant

Agreement

Processor

or

Bank

may

deduct

debit

and

withhold

the

amount

of

a

Chargeback

or

anticipated

Chargeback

from

the

Settlement

Account

Reserve

Account

or

any

Merchant

account

at

Bank

In

order

to

comply

with

Retrieval

Requests

Merchant

shall

store

and

retain

Charge

Record

in

compliance

with

the

Operating

Rules

including

any

time

frames

set

forth

therein

Within

days

or

such

shorter

time

as

the

Operating

Rules

may

require

of

Processor

sending

Merchant

a

Retrieval

Request

Merchant

must

provide

to

Processor

i

written

resolution

of

Merchants

investigation

of

such

Retrieval

Request

and

ii

legible

copies

of

any

supporting

documentation

requested

or

required

by

the

Retrieval

Request

Merchant

acknowledges

that

failure

to

fulfill

a

Retrieval

Request

timely

and

in

accordance

with

the

Operating

Rules

may

result

in

an

irreversible

To

the

extent

that

Processor

or

Bank

has

provisionally

paid

or

may

pay

a

Chargeback

or

return

Merchant

will

be

obligated

to

reimburse

Processor

and

Bank

for

any

sums

Processor

or

Bank

pay

If

Merchant

does

not

reimburse

Processor

or

Bank

Processor

and

Bank

will

have

all

of

the

rights

and

remedies

of

Cardholders

under

law

and

may

assert

any

claim

on

behalf

of

a

Cardholder

individually

or

on

behalf

of

all

Cardholders

as

a

class

Stored

Value

Card

Transactions

As

to

all

Stored

Value

Card

Transactions

if

any

in

addition

to

any

representations

and

warranties

previously

made

Merchant

agrees

to

i

comply

with

all

applicable

laws

relating

to

Stored

Value

Card

Transactions

and

indemnify

and

hold

Processor

and

Bank

harmless

from

any

loss

damage

or

claim

relating

to

or

arising

out

of

any

failure

to

comply

with

applicable

laws

in

connection

therewith

ii

be

responsible

for

ensuring

that

all

Stored

Value

Cards

require

activation

at

the

point

of

sale

iii

provide

immediate

written

notification

to

Processor

of

any

Stored

Value

Card

fraud

losses

immediately

iv

be

solely

responsible

for

Data

Security

Merchant

will

retain

in

a

secure

and

confidential

manner

original

complete

and

legible

copies

of

each

Charge

Record

for

at

least

years

or

longer

if

required

by

law

or

the

Operating

Rules

Merchant

shall

render

all

materials

containing

Card

Information

unreadable

prior

to

discarding

Merchant

will

store

Charge

Records

in

an

area

limited

to

selected

personnel

and

when

recordretention

requirements

have

been

met

Merchant

will

destroy

the

Charge

Records

so

that

Transaction

data

is

rendered

unreadable

If

at

any

time

Merchant

determines

or

suspects

that

Card

Information

has

been

compromised

Merchant

must

notify

Processor

immediately

and

assist

in

providing

notification

to

such

parties

as

may

be

required

by

law

or

the

Operating

Rules

or

as

Processor

or

Bank

otherwise

reasonably

deem

necessary

Merchant

information

may

be

shared

by

Processor

or

Bank

with

its

affiliates

and

with

the

Card

Networks

subject

to

the

provisions

of

this

Agreement

and

the

Operating

Rules

Without

limitation

as

to

Merchants

obligations

or

liabilities

under

other

provisions

hereof

i

Merchant

hereby

agrees

to

indemnify

Processor

and

Bank

including

their

officers

directors

employees

and

agents

and

to

hold

them

harmless

from

any

fines

and

penalties

that

may

be

assessed

by

the

Card

Networks

or

any

governmental

agency

in

regards

to

PCIDSS

or

PADSS

or

otherwise

in

regards

to

any

actual

or

suspected

Data

Compromise

Event

that

may

occur

as

well

as

all

costs

of

forensic

examaudit

card

replacement

fees

all

claims

and

demands

of

Cardholders

Card

Issuers

Card

Networks

governmental

agencies

or

other

third

parties

and

Merchant

agrees

to

provide

Processor

and

Bank

within

two

days

upon

its

request

with

such

tests

scans

and

assessments

of

Merchants

compliance

with

Security

Standards

as

may

from

time

to

time

be

required

by

the

Card

Networks

Merchant

also

acknowledges

that

it

may

be

subject

to

ongoing

validation

of

compliance

with

Security

Standards

Merchant

must

notify

Processor

and

receive

Processors

prior

approval

of

its

use

of

any

Service

Provider

and

to

the

extent

required

by

each

Card

Network

all

Service

Providers

must

be

i

compliant

with

all

Security

Standards

applicable

to

Service

Providers

and

ii

registered

with

andor

recognized

by

such

Card

Networks

as

being

so

compliant

Merchant

agrees

to

exercise

due

diligence

to

ensure

that

all

Service

Providers

and

any

other

agents

business

partners

contractors

or

subcontractors

with

access

to

Card

Information

maintain

compliance

with

the

Security

Standards

To

the

extent

required

by

each

Card

Network

all

Payment

Applications

or

software

Merchant

understands

that

failure

to

comply

with

the

Operating

Rules

including

the

Security

Standards

or

the

compromise

of

any

Card

Information

may

result

in

assessments

fines

andor

penalties

by

the

Card

Networks

and

Merchant

agrees

to

indemnify

and

reimburse

Processor

and

Bank

immediately

for

any

such

assessment

fine

or

penalty

imposed

on

Processor

or

Bank

and

any

related

loss

cost

or

expense

incurred

by

Processor

or

Bank

If

any

Card

Network

requires

a

forensic

examination

of

Merchant

or

any

of

Merchants

Service

Providers

agents

business

partners

contractors

or

subcontractors

due

to

a

Data

Compromise

Event

or

suspected

event

Merchant

To

the

extent

that

Merchant

operates

an

electronic

commerce

website

through

which

Charge

Record

is

generated

in

addition

to

any

requirements

otherwise

set

forth

in

this

Merchant

Agreement

Merchant

shall

display

the

following

on

its

website

i

its

Cardholder

data

privacy

policy

ii

a

description

of

its

security

capabilities

and

policy

for

transmission

of

Card

information

and

iii

the

address

of

Merchants

fixed

place

of

business

Furthermore

Merchant

must

offer

its

Cardholders

a

data

protection

method

such

as

Secure

or

Secure

Sockets

Layer

SSL

If

Merchant

receives

any

password

from

Processor

to

access

any

of

Processors

systems

or

otherwise

utilize

any

of

Processors

services

Merchant

shall

i

keep

the

password

confidential

ii

not

allow

any

other

entity

or

person

to

use

the

password

iii

be

liable

for

all

action

taken

by

any

user

of

the

password

and

iv

promptly

notify

Processor

if

Merchant

believes

that

any

of

Processors

systems

have

been

accessed

or

compromised

by

the

use

of

the

password

by

anyone

other

than

the

Merchant

Merchant

has

and

will

maintain

a

comprehensive

privacy

program

that

is

reasonably

designed

to

address

privacy

risks

related

to

Merchant

and

Merchant

customer

information

including

personally

identifiable

information

PII

and

to

protect

the

privacy

of

PII

This

program

includes

and

will

include

appropriate

privacy

controls

and

procedures

including

but

not

limited

to

the

designation

of

an

employee

or

employees

to

coordinate

and

be

responsible

for

the

privacy

program

identification

of

reasonably

foreseeable

material

risks

both

internal

and

external

that

could

result

in

Merchants

unauthorized

collection

use

or

disclosure

of

PII

and

an

assessment

of

the

sufficiency

of

any

safeguards

in

place

to

control

these

risks

At

a

minimum

this

privacy

risk

assessment

should

include

consideration

of

risks

in

each

area

of

relevant

operation

including

but

not

limited

to

employee

training

and

management

the

design

and

implementation

of

reasonable

privacy

controls

and

procedures

to

address

the

risks

identified

through

the

privacy

risk

assessment

and

regular

testing

or

monitoring

of

the

effectiveness

of

those

privacy

controls

and

procedures

and

the

evaluation

and

adjustment

of

Merchants

privacy

program

in

light

of

any

circumstances

that

Merchant

knows

or

has

reason

to

know

may

have

a

material

impact

on

the

effectiveness

of

its

privacy

program

Processor

acknowledges

that

it

is

responsible

for

the

security

of

Card

Information

that

it

transmits

on

behalf

of

Merchant

in

connection

with

the

Services

while

such

Card

Information

is

in

Processors

possession

B

General

Terms

Services

Subject

to

the

Operating

Rules

the

Services

may

be

performed

by

Processor

its

affiliates

its

agents

or

other

third

parties

that

Processor

may

designate

from

time

to

time

in

connection

with

this

Agreement

During

the

term

of

this

Merchant

Agreement

Processor

will

be

Merchants

exclusive

provider

of

all

Services

and

Merchant

will

not

use

the

services

of

any

other

entity

other

than

Processor

for

the

Services

Merchant

agrees

to

submit

all

Transactions

to

Processor

via

electronic

data

transmissions

in

accordance

with

Processors

formats

and

procedures

Merchant

will

comply

with

all

laws

rules

and

regulations

including

but

not

limited

to

laws

Operating

Rules

Merchant

must

comply

with

the

Operating

Rules

as

amended

from

time

to

time

The

Operating

Rules

may

change

with

little

or

no

advance

notice

to

Merchant

and

Merchant

will

be

bound

by

all

such

changes

If

Merchant

objects

to

any

change

in

the

Operating

Rules

it

must

immediately

stop

accepting

Cards

governed

by

the

change

The

Operating

Rules

will

govern

in

the

event

that

there

is

any

inconsistency

between

this

Agreement

and

the

Operating

Rules

However

nothing

in

this

Agreement

shall

be

construed

to

impose

on

Merchant

a

requirement

including

a

requirement

under

the

Operating

Rules

the

imposition

of

Operating

Rules

of

the

Debit

Networks

may

differ

among

them

with

respect

to

the

Card

Transactions

they

allow

Processor

or

Bank

at

their

discretion

may

require

that

the

most

restrictive

requirements

of

one

Debit

Network

apply

to

all

of

Merchants

Online

Debit

Card

Transactions

regardless

of

Card

type

If

Merchant

selects

and

Processor

provides

Services

for

any

one

or

more

of

Discover

Network

JCB

Card

or

Diners

Club

as

payment

options

and

Merchants

selection

is

approved

by

Processor

Merchant

understands

that

i

Merchants

acceptance

of

any

of

those

payment

options

may

require

execution

of

a

separate

merchant

card

acceptance

agreement

with

those

individual

Card

Networks

as

applicable

and

that

agreement

will

govern

the

completion

processing

transactions

and

ii

Merchant

will

be

obligated

to

contact

the

appropriate

service

providers

for

service

Merchants

Representations

and

Warranties

Upon

signing

the

Application

and

each

time

Merchant

submits

a

Transaction

Merchant

represents

and

warrants

that

Merchant

has

abided

by

this

Agreement

and

all

applicable

Operating

Rules

with

regard

to

the

Transaction

Each

statement

made

on

the

Application

was

true

as

of

the

date

Merchant

signed

the

Application

agreeing

to

be

bound

by

this

Merchant

Agreement

There

have

been

no

materially

adverse

changes

in

information

provided

in

the

Application

or

in

Merchants

financial

condition

or

management

Merchant

does

not

do

business

under

a

trade

name

or

style

not

previously

disclosed

in

writing

and

there

has

been

no

change

in

the

nature

of

Merchants

business

or

the

product

lines

that

Merchant

sells

not

previously

disclosed

The

Transaction

is

genuine

and

arises

from

a

bona

fide

sale

of

merchandise

or

services

by

Merchant

the

merchandise

or

services

have

been

fully

delivered

or

performed

and

the

Transaction

represents

a

valid

obligation

for

the

amount

shown

on

the

Charge

Record

and

does

not

involve

the

use

of

the

Card

for

any

other

purpose

There

are

no

liens

or

other

encumbrances

on

the

Transaction

and

Merchant

has

the

authority

to

convey

the

Transaction

for

processing

The

Transaction

is

not

subject

to

any

dispute

setoff

or

counterclaim

The

Transaction

has

not

been

previously

presented

for

processing

unless

allowed

by

the

Operating

Rules

Each

statement

on

the

Charge

Record

is

true

and

Merchant

has

no

knowledge

of

facts

that

would

impair

the

validity

or

collectability

of

the

amount

of

the

Transaction

The

person

who

executes

the

Application

on

behalf

of

the

Merchant

has

the

full

power

and

authority

to

execute

the

Application

and

to

enter

into

this

Merchant

Agreement

The

Charge

Record

is

free

from

any

material

alteration

not

authorized

by

the

Cardholder

Merchant

has

not

disbursed

or

advance

any

cash

to

the

Cardholder

except

as

authorized

by

the

Operating

Rules

or

itself

or

to

any

of

its

representatives

agents

or

employees

in

connection

with

the

Transaction

nor

has

Merchant

accepted

payment

for

effecting

credits

to

a

Cardholder

The

goods

or

services

related

to

each

Transaction

are

Merchants

property

or

Merchant

has

the

legal

right

to

sell

them

Merchant

has

made

no

representation

or

agreement

for

the

issuance

of

refunds

except

as

stated

in

Merchants

refund

policy

which

has

been

previously

submitted

to

Processor

in

writing

and

which

is

available

to

the

Cardholder

Any

Transaction

submitted

to

Processor

to

credit

a

Cardholders

Settlement

Account

represents

a

refund

for

a

Transaction

previously

submitted

to

Processor

and

Unless

specifically

stated

in

its

Application

or

otherwise

approved

in

writing

by

Processor

in

advance

Merchant

has

not

accepted

Cards

in

connection

with

installment

plans

or

recurring

transactions

and

if

such

approved

Transactions

have

been

submitted

Charge

Record

has

been

prepared

separately

for

each

installment

transaction

or

recurring

transaction

on

the

dates

the

Cardholder

agreed

to

be

charged

and

all

such

Transactions

comply

in

all

respects

with

the

Operating

Rules

Processing

Fees

Merchant

will

pay

Processing

Fees

in

the

amount

specified

in

the

fee

schedule

attached

to

the

Application

or

as

otherwise

provided

for

in

this

Agreement

as

amended

from

time

to

time

Processor

may

revise

the

Processing

Fees

by

giving

Merchant

days

advance

written

notice

Processor

will

not

be

required

to

provide

the

Merchant

with

days

notice

of

any

changes

in

Processing

Fees

in

the

event

that

any

Card

Network

or

any

other

entity

having

such

authority

changes

the

Processing

Fees

and

the

effective

date

for

implementation

of

the

change

in

the

Processing

Fees

is

less

than

Merchant

understands

that

the

fees

stated

in

the

fee

schedule

are

based

upon

the

assumption

that

Merchants

Transactions

will

qualify

for

certain

interchange

rates

as

determined

by

the

applicable

Card

Network

and

that

the

volume

and

character

of

Merchants

Transactions

will

be

substantially

similar

to

the

volume

and

character

of

transactions

described

in

the

Application

If

any

of

Merchants

Transactions

fail

to

qualify

for

such

interchange

rates

Processor

shall

process

each

such

Transaction

at

the

applicable

interchange

rate

determined

by

the

applicable

Card

Network

Unless

otherwise

indicated

on

the

fee

schedule

Merchant

shall

be

solely

responsible

for

all

communication

expenses

required

to

facilitate

the

transmission

of

all

Transactions

to

Processor

Processing

Fees

and

other

service

charges

owed

by

Merchant

to

Processor

or

Bank

may

be

deducted

by

Processor

or

Bank

from

amounts

due

Merchant

or

from

the

Settlement

Account

or

from

the

Reserve

Account

Merchant

will

pay

the

amounts

due

by

the

next

business

day

if

sufficient

funds

are

not

available

in

the

Settlement

Account

Information

About

Merchant

and

its

Business

Upon

days

written

notice

at

any

time

Merchant

agrees

to

furnish

to

Processor

its

most

recently

prepared

financial

statements

and

credit

information

and

if

applicable

its

three

most

recent

filings

with

the

SEC

With

prior

notice

and

during

Merchants

normal

business

hours

Processors

or

Banks

duly

authorized

representatives

may

visit

Merchants

business

premises

and

may

examine

Merchants

operations

activities

books

and

records

that

pertain

to

Merchants

Transactions

or

Merchants

compliance

with

this

Merchant

Agreement

Merchant

agrees

to

provide

Processor

at

least

days

prior

written

notice

of

its

intent

to

change

current

product

lines

or

services

Merchants

trade

name

or

the

manner

in

which

Merchant

accepts

Cards

If

Processor

determines

such

a

change

is

material

to

its

relationship

with

Merchant

Processor

may

refuse

to

process

Transactions

made

subsequent

to

the

change

or

terminate

this

Merchant

Agreement

Merchant

agrees

to

provide

Processor

with

prompt

written

notice

if

Merchant

is

the

subject

of

any

voluntary

or

involuntary

bankruptcy

or

insolvency

petition

or

proceeding

Merchants

signature

on

this

Agreement

authorizes

Processor

and

Bank

to

perform

any

Federal

regulations

enacted

pursuant

to

the

USA

Patriot

Act

and

other

applicable

laws

require

financial

institutions

to

verify

the

identity

of

every

person

who

seeks

to

open

an

account

with

a

financial

institution

As

a

result

of

Merchants

application

of

Services

Merchant

shall

provide

documentary

verification

of

Merchants

identity

such

as

a

drivers

license

or

passport

for

an

individual

and

certified

copy

of

organization

documents

for

an

entity

in

manner

acceptable

to

Bank

Processor

and

Bank

reserve

the

right

to

verify

Merchants

identity

through

other

nondocumentary

methods

as

Processor

or

Bank

deem

appropriate

in

their

sole

discretion

Processor

and

Confidentiality

Merchant

will

not

provide

Card

Information

to

anyone

except

Processor

or

Bank

Card

Networks

or

Merchants

agents

that

have

been

approved

by

Processor

as

required

under

this

Agreement

and

are

properly

registered

with

the

Card

Networks

for

the

purpose

of

assisting

Merchant

in

completing

Transactions

or

as

specifically

required

by

law

Merchant

will

not

retain

or

store

Card

magnetic

stripe

CVV

CID

or

any

other

data

classified

by

PCIDSS

as

Sensitive

Authentication

Data

subsequent

to

authorization

for

a

Transaction

or

sell

purchase

provide

or

exchange

Card

Information

to

any

third

party

or

to

any

entity

other

Merchant

may

not

in

the

event

of

its

failure

including

bankruptcy

insolvency

or

other

suspension

of

business

operations

sell

transfer

or

disclose

any

materials

that

contain

Transaction

data

or

Card

Information

to

third

parties

Upon

request

Merchant

must

return

such

information

to

Processor

or

provide

Processor

with

acceptable

proof

of

its

destruction

Merchant

agrees

to

keep

confidential

and

not

disclose

the

terms

and

conditions

of

this

Merchant

Agreement

Merchant

also

agrees

to

keep

confidential

and

not

disclose

or

use

any

information

supplied

or

otherwise

made

accessible

by

Processor

or

Bank

or

their

agents

including

without

limitation

Processors

and

Banks

Confidential

Information

Notwithstanding

the

foregoing

Merchant

may

use

Processors

or

Banks

Confidential

Information

only

to

exercise

its

rights

and

to

perform

your

obligations

under

this

Agreement

Merchant

will

protect

Processors

and

Banks

Confidential

Information

from

unauthorized

disclosure

publication

or

dissemination

by

employing

at

least

those

precautions

that

Merchant

employs

to

protect

its

Except

as

expressly

provided

for

in

this

Agreement

this

Section

does

not

confer

any

right

license

interest

or

title

in

to

or

under

Processors

or

Banks

confidential

information

to

Merchant

Except

as

expressly

provided

for

herein

no

license

is

hereby

granted

to

Merchant

under

any

patent

trademark

copyright

trade

secret

or

other

proprietary

rights

of

Processor

or

Bank

All

rights

title

and

interest

in

and

to

all

intellectual

property

related

to

the

Services

provided

by

Processor

hereunder

including

without

limitation

the

content

of

any

materials

web

screens

layouts

processing

techniques

procedures

algorithms

and

methods

owned

developed

or

licensed

by

Merchant

authorizes

Processor

and

Bank

to

release

its

name

and

address

to

any

third

party

whom

the

Processor

or

Bank

determines

needs

to

know

such

information

in

order

for

Processor

or

Bank

to

perform

the

Services

under

this

Agreement

and

who

has

requested

such

information

Without

limitation

as

to

the

authority

granted

to

Bank

and

Processor

in

Section

of

the

Application

Merchant

authorizes

Processor

and

Bank

to

disclose

Transaction

data

and

other

information

relating

to

the

Merchant

Guarantor

and

each

of

their

principals

to

the

Card

Networks

current

and

prospective

Card

issuers

current

and

prospective

acquirers

regulatory

authorities

Merchant

is

responsible

for

ensuring

its

Merchant

Identification

Number

MID

is

kept

confidential

When

a

change

to

a

Merchant

account

is

required

Merchant

shall

disclose

its

MID

to

the

Processor

representative

as

confirmation

that

the

person

requesting

the

change

has

authority

If

the

person

requesting

the

change

discloses

the

proper

MID

Processor

shall

assume

that

person

has

the

proper

authority

to

make

the

change

Merchant

shall

be

fully

liable

for

any

changes

to

its

account

after

disclosure

of

the

MID

Processor

may

request

from

Merchant

additional

information

to

further

verify

Merchants

identity

Term

Termination

This

Agreement

will

be

effective

during

the

three

year

period

commencing

on

the

date

this

Agreement

is

executed

by

Bank

and

Processor

by

signature

or

otherwise

Initial

Term

and

will

automatically

renew

for

successive

one

year

periods

each

a

Renewal

Term

thereafter

unless

a

party

provides

the

other

parties

with

notice

of

its

intent

not

to

renew

this

Agreement

at

least

ninety

days

prior

to

the

expiration

of

the

then

current

Term

The

Initial

Term

and

Renewal

Term

shall

together

be

referred

to

herein

as

the

Term

Merchant

may

terminate

this

Agreement

in

the

event

of

a

material

breach

of

the

terms

of

this

Agreement

by

Processor

provided

Merchant

gives

Processor

written

notice

of

any

alleged

breach

and

such

breach

remains

uncured

for

a

period

of

days

following

receipt

of

written

notice

by

Processor

It

is

understood

that

a

file

for

terminated

merchants

is

maintained

by

Card

Networks

containing

the

names

of

any

business

and

its

principals

which

have

been

terminated

for

certain

reasons

Merchant

acknowledges

that

Processor

and

Bank

are

required

to

report

Merchant

to

the

terminated

merchant

file

if

this

Agreement

is

terminated

for

any

of

the

reasons

set

forth

in

the

Operating

Rules

and

consents

to

such

reporting

in

the

event

of

the

termination

of

this

Agreement

for

any

of

those

reasons

The

provisions

governing

processing

and

settlement

of

Transactions

all

related

adjustments

fees

and

other

amounts

due

from

Merchant

and

the

resolution

of

any

related

Chargebacks

disputes

or

other

issues

involving

Transactions

will

continue

to

apply

even

after

termination

of

this

Merchant

Agreement

with

respect

to

all

Transactions

made

prior

to

such

termination

or

after

such

termination

After

termination

of

this

Agreement

for

any

reason

Merchant

shall

continue

to

bear

total

responsibility

for

all

Chargebacks

Processing

Fees

fees

fines

assessments

credits

and

adjustments

resulting

from

Transactions

processed

pursuant

to

this

Agreement

and

all

other

amounts

then

due

or

which

thereafter

Sections

and

will

survive

termination

of

this

Merchant

Agreement

Reserve

Account

Merchant

may

be

required

to

deposit

or

authorize

Bank

to

deposit

by

deducting

from

any

payment

due

to

Merchant

or

from

any

funds

in

the

Settlement

Account

or

any

other

deposit

account

of

Merchant

into

an

account

maintained

and

controlled

by

Bank

the

Reserve

Account

initially

or

at

any

time

in

the

future

as

requested

by

Processor

or

Bank

sums

sufficient

to

satisfy

Merchants

current

andor

future

obligations

as

determined

by

Processor

or

Bank

in

its

sole

and

absolute

discretion

The

Reserve

Account

will

be

separate

from

the

Settlement

Account

Merchant

shall

have

no

right

of

withdrawal

from

the

At

any

time

in

Processors

or

Banks

sole

and

absolute

discretion

Processor

or

Bank

may

i

designate

the

minimum

balance

required

to

be

deposited

in

the

Reserve

Account

ii

require

that

the

amount

on

deposit

in

the

Reserve

Account

be

increased

iii

require

that

the

Merchant

deposit

or

Bank

may

deposit

for

Merchant

into

the

Reserve

Account

a

percentage

of

or

a

fixed

amount

from

each

Charge

processed

or

iv

otherwise

determine

the

amount

to

be

deposited

in

the

Reserve

Account

Processor

or

Bank

shall

notify

the

Merchant

as

to

the

amount

of

the

funds

to

be

deposited

in

If

funds

are

not

available

in

the

Settlement

Account

Processor

or

Bank

without

prior

notice

to

Merchant

may

deduct

from

the

Reserve

Account

any

obligation

of

Merchant

to

Processor

or

Bank

under

this

Agreement

including

all

Processing

Fees

Chargebacks

refunds

Early

Termination

Fees

and

any

and

all

additional

fees

fines

penalty

amounts

and

charges

due

the

Card

Networks

Whenever

the

balance

in

the

Reserve

Account

is

less

than

the

minimum

balance

required

or

is

otherwise

deficient

Bank

may

without

prior

notice

deposit

the

deficiency

into

the

Reserve

Account

by

reducing

any

payment

to

Merchant

required

by

this

Agreement

or

deduct

the

deficiency

from

the

Settlement

Account

or

any

other

deposit

account

of

Merchant

with

another

depository

institution

including

accounts

of

general

partners

if

Merchant

is

a

partnership

and

deposit

it

into

the

Reserve

Account

Merchant

authorizes

deductions

from

its

accounts

by

ACH

entry

sight

draft

preauthorized

check

reverse

wire

or

otherwise

as

Processor

or

Bank

deem

appropriate

Bank

may

continue

to

hold

or

deposit

funds

in

the

Reserve

Account

after

termination

of

this

Agreement

regardless

of

whether

termination

is

by

Merchant

Processor

or

Bank

Upon

termination

of

the

Agreement

by

Merchant

Processor

or

Bank

Processor

or

Bank

may

retain

sufficient

funds

to

satisfy

any

and

all

Processing

Fees

Chargebacks

refunds

Early

Termination

Fees

and

any

and

all

additional

fees

fines

penalty

amounts

and

charges

due

the

Card

Networks

If

no

funds

have

been

deposited

into

the

Reserve

Account

before

termination

Processor

or

Bank

at

Processors

or

Banks

option

may

notify

Merchant

to

deposit

funds

into

the

Security

Interest

To

secure

Merchants

performance

of

its

obligations

under

this

Merchant

Agreement

Merchant

grants

Processor

and

Bank

a

security

interest

in

each

Transaction

and

its

proceeds

the

Reserve

Account

and

any

moneys

or

deposits

held

by

Processor

or

Bank

whether

now

existing

or

established

in

the

future

and

in

the

proceeds

of

all

those

accounts

any

funds

due

Merchant

from

Processor

or

Bank

and

any

of

Merchants

property

held

by

Processor

or

Bank

Processor

or

Bank

may

enforce

these

security

interests

without

notice

or

demand

The

security

interests

granted

under

this

Agreement

will

continue

after

this

Agreement

terminates

until

Merchant

satisfies

Indemnification

Limitation

of

Liability

Warranty

Merchant

agrees

to

indemnify

Processor

and

Bank

and

their

officers

directors

employees

and

agents

against

and

to

hold

them

harmless

from

any

and

all

claims

and

demands

of

any

party

arising

from

or

based

upon

any

act

or

omission

of

Merchant

or

its

employees

representatives

agents

or

Service

Providers

in

connection

with

or

arising

out

of

this

Merchant

Agreement

the

duties

to

be

performed

by

Merchant

pursuant

to

this

Merchant

Agreement

any

Transactions

which

Merchant

submits

to

Processor

or

Merchants

violation

of

the

Operating

Rules

or

any

applicable

law

In

the

event

that

Processor

or

Bank

shall

be

Limitation

of

Liability

Processor

and

Bank

will

not

accept

responsibility

for

errors

acts

or

failure

to

act

by

others

including

but

not

limited

to

agents

third

party

suppliers

of

software

equipment

or

services

or

banks

communication

common

carriers

data

processors

or

clearinghouses

through

which

Transactions

may

be

passed

originated

andor

authorized

Processor

and

Bank

will

not

be

responsible

for

any

loss

liability

or

delay

caused

by

fires

earthquakes

war

civil

disturbances

power

surges

or

failures

acts

of

governments

acts

of

terrorism

labor

disputes

failures

in

communication

networks

legal

constraints

or

other

events

beyond

the

reasonable

control

of

Processor

and

IN

NO

EVENT

SHALL

PROCESSOR

OR

BANK

BE

LIABLE

FOR

SPECIAL

INCIDENTAL

INDIRECT

CONSEQUENTIAL

OR

EXEMPLARY

DAMAGES

OR

FOR

ANY

INTERRUPTION

OR

LOSS

OF

USE

DATA

BUSINESS

OR

PROFITS

WHETHER

OR

NOT

SUCH

LOSS

OR

DAMAGES

WERE

FORESEEABLE

OR

PROCESSOR

OR

BANK

WERE

ADVISED

OF

THE

POSSIBILITY

THEREOF

AND

REGARDLESS

OF

WHETHER

ANY

LIMITED

REMEDY

HEREIN

FAILS

OF

ITS

ESSENTIAL

PURPOSE

PROCESSOR

AND

BANK

SPECIFICALLY

DISCLAIM

ALL

WARRANTIES

OF

ANY

KIND

EXPRESSED

OR

IMPLIED

INCLUDING

WITHOUT

LIMITATION

ANY

WARRANTY

OF

MERCHANTABILITY

OR

FITNESS

FOR

A

PARTICULAR

PURPOSE

WITH

RESPECT

TO

THE

SERVICES

PROVIDED

HEREUNDER

WITHOUT

LIMITING

THE

GENERALITY

OF

Amendments

Waivers

Unless

otherwise

provided

for

in

this

Merchant

Agreement

Processor

or

Bank

may

amend

this

Agreement

at

any

time

by

providing

Merchant

with

days

prior

notice

by

sending

Merchant

written

notice

of

such

amendment

or

posting

such

amendment

to

the

Processors

web

site

and

providing

Merchant

with

electronic

notice

as

provided

in

this

Merchant

Agreement

Processor

or

Bank

may

amend

this

Agreement

upon

less

than

days

prior

notice

if

Processor

or

Bank

reasonably

determines

immediate

modification

is

required

by

laws

the

Operating

Rules

or

any

adverse

change

in

Merchants

financial

condition

Amendments

submitted

by

Merchant

will

bind

Processor

and

Bank

only

if

in

writing

and

approved

and

signed

by

Bank

and

Processor

Processors

or

Banks

failure

to

enforce

this

Agreement

will

not

waive

Processors

or

Banks

rights

under

this

Merchant

Agreement

Waivers

of

Notices

Except

to

the

extent

oral

or

electronic

notice

is

explicitly

authorized

herein

each

notice

required

by

this

Agreement

will

be

in

writing

and

will

be

effective

when

delivered

addressed

to

Bank

at

the

address

designated

on

the

Application

to

Processor

at

the

address

designated

on

the

Application

and

to

Merchant

at

Merchants

address

designated

in

the

Application

or

at

such

other

address

as

any

party

may

provide

by

written

notice

to

the

other

parties

Delivery

by

facsimile

transmission

will

be

considered

effective

when

the

sender

receives

electronic

confirmation

of

the

transmission

Georgia

Jurisdiction

Venue

This

Agreement

is

governed

by

Georgia

law

without

reference

to

conflict

of

laws

provisions

Any

action

or

proceeding

to

which

Merchant

or

any

Guarantor

is

a

party

and

which

relates

in

any

way

to

this

Agreement

may

be

brought

and

enforced

in

the

courts

of

Fulton

County

in

the

State

of

Georgia

or

of

the

United

States

for

the

Northern

District

of

the

State

of

Georgia

Any

such

process

or

summons

in

connection

with

any

such

action

or

proceeding

may

be

served

by

mailing

a

copy

thereof

by

certified

or

registered

mail

or

any

substantially

similar

form

of

mail

addressed

Attorney

Fees

Merchant

will

be

liable

for

and

will

indemnify

and

reimburse

Processor

and

Bank

for

all

attorneys

fees

and

other

costs

and

expenses

paid

or

incurred

by

Processor

or

Bank

in

the

enforcement

of

this

Agreement

or

in

matters

relating

to

this

Agreement

in

collecting

any

amounts

due

from

Merchant

to

Processor

or

Bank

or

arising

from

any

breach

by

Merchant

of

this

Agreement

or

any

other

wrongdoing

by

Merchant

Arbitration

Any

controversy

or

claim

between

or

among

the

Merchant

andor

any

Guarantor

on

the

one

hand

and

Processor

andor

Bank

on

the

other

hand

including

but

not

limited

to

those

arising

out

of

or

relating

to

this

Agreement

or

any

agreements

or

instruments

relating

hereto

and

any

claim

based

on

or

arising

from

an

alleged

tort

shall

at

the

request

of

a

party

be

determined

by

arbitration

The

arbitration

shall

be

conducted

in

Fulton

County

Georgia

in

accordance

with

the

United

States

Arbitration

Act

Title

US

Code

notwithstanding

any

choice

of

law

provision

in

this

Merchant

Agreement

and

under

Continuing

Guaranty

Taxes

Unless

Merchant

is

otherwise

exempt

and

if

applicable

provides

a

valid

exemption

certificate

Merchant

agrees

to

pay

any

taxes

imposed

on

the

services

equipment

supplies

and

other

property

provided

under

this

Merchant

Agreement

and

Merchant

authorizes

Processor

or

Bank

to

increase

the

amount

collected

from

Merchant

to

reflect

any

and

all

assessments

or

increases

in

the

sales

use

occupational

property

lease

or

other

taxes

imposed

on

such

sale

or

lease

of

services

tangible

property

intellectual

property

equipment

supplies

and

other

goods

purchased

Assignment

Any

transfer

or

assignment

of

this

Agreement

by

Merchant

by

operation

of

law

merger

or

otherwise

without

Processors

and

Banks

prior

written

consent

is

and

void

In

the

event

of

such

transfer

or

assignment

the

party

to

whom

the

Agreement

was

transferred

or

assigned

shall

be

bound

to

the

terms

and

conditions

of

this

Agreement

to

the

same

extent

as

if

Processor

or

Bank

and

such

assignee

or

transferee

as

the

case

may

be

entered

into

an

agreement

identical

to

this

Agreement

on

the

effective

date

of

such

transfer

or

assignment

Furthermore

Merchant

shall

indemnify

and

hold

Processor

and

Entire

Agreement

This

Agreement

is

the

complete

and

final

agreement

between

Merchant

and

Processor

and

Bank

with

respect

to

the

matters

contained

herein

and

supersedes

all

prior

or

contemporaneous

negotiations

stipulations

or

agreements

Merchant

agrees

that

in

entering

into

this

Agreement

it

has

not

relied

on

any

statement

of

Processor

or

Bank

or

its

representatives

This

Agreement

shall

prevail

over

any

conflicting

terms

of

any

agreement

governing

the

Settlement

Account

If

any

provision

of

this

Agreement

is

invalid

or

unenforceable

the

other

provisions

remain

effective

Counterparts

and

Electronic

Signature

This

Agreement

may

be

executed

in

several

counterparts

each

of

which

will

be

deemed

an

original

but

all

of

which

together

will

constitute

one

and

the

same

instrument

A

signature

received

via

facsimile

or

electronically

via

email

shall

be

as

legally

binding

for

all

purposes

as

an

original

signature

Merchant

Taxpayer

Certification

and

Processors

Reporting

Obligations

Pursuant

to

USC

Processor

is

a

payment

settlement

entity

obligated

to

collect

and

report

certain

taxpayer

information

to

the

United

States

Internal

Revenue

Service

Therefore

in

conjunction

with

the

execution

of

this

Merchant

Agreement

Merchant

shall

provide

Processor

with

the

appropriate

taxpayer

certification

documentation

Merchant

shall

promptly

notify

Processor

if

there

are

any

changes

in

this

information

Processor

may

deduct

withholding

taxes

if

any

from

proceeds

payable

to

Merchant

or

any

entity

that

is

a

party

to

this

Agreement

where

required

under

Applicable

Law

Processor

may

in

accordance

with

applicable

law

and

from

time

to

time

during

Definitions

Agreement

means

the

Application

and

the

Merchant

Agreement

among

Merchant

Processor

and

Bank

including

the

appendices

addenda

schedules

and

fee

schedule

incorporated

thereto

as

amended

from

time

to

time

as

provided

therein

American

Express

means

American

Express

Travel

Related

Services

Company

Inc

or

its

successors

or

assigns

Application

is

the

Merchant

application

that

Merchant

completed

and

signed

and

which

is

subsequently

individually

accepted

by

both

Processor

and

Bank

by

execution

or

as

otherwise

provided

herein

Bank

means

Wells

Fargo

Bank

BIN

is

the

Bank

Identification

Number

or

Interbank

Card

Association

Number

as

applicable

which

is

a

number

assigned

to

a

Card

issuer

that

is

used

for

Card

issuing

Authorization

clearing

and

settlement

processing

Card

means

an

account

or

evidence

of

an

account

authorized

and

established

between

a

Cardholder

and

a

Card

Network

or

representatives

or

members

of

a

Card

Network

that

Merchant

accepts

from

Cardholders

as

payment

for

a

good

or

service

Cards

include

but

are

not

limited

to

credit

and

debit

cards

stored

value

cards

loyalty

cards

electronic

gift

cards

authorized

account

or

access

numbers

paper

certificates

and

credit

accounts

Cardholder

means

the

person

or

entity

to

whom

a

Card

is

issued

or

who

is

otherwise

authorized

to

use

a

Card

Cardholder

is

sometimes

referred

to

as

Cardmember

or

Card

Member

in

some

of

the

Card

Network

materials

Card

Information

means

information

related

to

a

Cardholder

or

the

Cardholders

Card

that

is

obtained

by

Merchant

from

the

Cardholders

Card

or

from

the

Cardholder

in

connection

with

his

or

her

use

of

a

Card

eg

a

security

code

a

PIN

number

credit

limits

account

balances

or

the

Cardholders

zip

code

when

provided

as

part

of

an

address

verification

system

Without

limiting

the

foregoing

such

information

may

include

a

the

Card

account

number

and

expiration

date

the

Cardholders

name

or

date

of

birth

PIN

data

security

code

data

such

as

and

and

any

data

read

scanned

imprinted

or

otherwise

obtained

Card

Network

means

any

entity

formed

to

administer

and

promote

Cards

including

without

limitation

Visa

MasterCard

Discover

American

Express

and

other

credit

and

debit

card

providers

Debit

Networks

gift

card

and

other

stored

value

and

loyalty

program

providers

Card

Network

also

includes

the

Payment

Card

Industry

Security

Standards

Council

Confidential

Information

includes

i

information

about

operations

technology

employees

products

or

services

sales

clients

customers

pricing

business

or

marketing

plans

of

Processor

or

Bank

or

their

affiliates

ii

any

technical

information

design

process

procedure

or

enhancement

that

is

commercially

valuable

over

Processors

or

Banks

competitors

and

iii

all

confidential

or

proprietary

concepts

documentation

reports

data

specifications

computer

software

source

code

object

code

databases

inventions

knowhow

and

trade

secrets

whether

or

not

patentable

or

copyrightable

Conveyed

Transaction

means

any

Transaction

conveyed

to

a

Card

Network

for

settlement

by

such

Card

Network

directly

to

Merchant

Charge

Record

means

the

paper

or

electronic

record

of

a

Transaction

including

without

limitation

an

authorization

code

or

settlement

record

which

is

submitted

to

the

Processor

Chargeback

means

a

reversal

of

a

Transaction

previously

presented

to

Processor

by

Merchant

pursuant

to

the

Operating

Rules

Data

Compromise

Event

means

an

occurrence

that

results

or

could

result

directly

or

indirectly

in

the

unauthorized

access

to

or

disclosure

of

Transaction

data

PII

andor

Card

Information

Debit

Network

is

an

online

data

processing

system

used

to

support

PIN

based

Card

Transactions

Discover

means

Discover

Financial

Services

or

its

successors

or

assigns

Documents

means

written

notices

disclosures

and

other

documents

which

are

to

be

provided

by

Processor

or

Bank

to

Merchant

under

this

Merchant

Agreement

Initial

Term

will

have

the

meaning

set

forth

in

Section

of

the

Merchant

Agreement

MasterCard

means

MasterCard

International

Incorporated

doing

business

as

MasterCard

Worldwide

or

its

successors

or

assigns

Merchant

means

the

legal

entity

identified

in

the

Application

Merchant

Agreement

this

agreement

and

all

exhibits

appendices

addenda

schedules

pricing

sheets

fee

schedules

the

Operating

Rules

and

the

like

attached

hereto

or

incorporated

by

reference

herein

as

amended

from

time

to

time

Operating

Rules

means

all

bylaws

rules

programs

and

regulations

as

they

exist

from

time

to

time

of

the

Card

Networks

Merchant

may

find

the

Visa

Operating

Rules

at

httpsusavisacomsupportsmallbusinessregulationsfeeshtml

Merchant

may

find

the

MasterCard

Operating

Rules

at

httpswwwmastercardusenusaboutmastercardwhatwedoruleshtml

Merchant

may

find

the

American

Express

Operating

Rules

referred

to

as

the

Merchant

Operating

Guide

at

wwwamericanexpresscommerchantopguide

Payment

Application

means

a

third

party

application

used

by

Merchant

that

is

involved

in

the

authorization

or

settlement

of

a

Transaction

PCI

DSS

means

the

Payment

Card

Industry

Data

Security

Standards

Processor

means

Merchant

eSolutions

Inc

Processing

Fees

means

the

fees

and

charges

set

forth

on

the

fee

schedule

that

is

a

part

of

the

Application

and

this

Merchant

Agreement

as

modified

by

Processor

from

time

to

time

Processor

means

Merchant

eSolutions

Inc

Renewal

Term

will

have

the

meaning

set

forth

in

Section

of

the

Merchant

Agreement

Reserve

Account

means

an

amount

of

funds

designated

by

Processor

or

Bank

in

its

sole

discretion

that

must

be

maintained

by

Bank

and

funded

by

Merchant

in

order

to

protect

Processors

and

Banks

risks

related

to

Transactions

and

the

services

provided

pursuant

to

this

Merchant

Agreement

Retrieval

Request

means

a

request

for

information

by

a

Cardholder

or

Card

Network

relating

to

a

claim

or

complaint

concerning

a

Transaction

Security

Standards

means

all

rules

regulations

standards

or

guidelines

adopted

or

required

by

the

Card

Networks

or

the

Payment

Card

Industry

Security

Standards

Council

relating

to

privacy

data

security

and

the

safeguarding

disclosure

and

handling

of

Card

Information

including

without

limitation

PCI

DSS

Visas

Cardholder

Information

Security

Program

CISP

Discovers

Information

Security

Compliance

Program

DISC

American

Expresss

Data

Security

Operating

Policy

MasterCards

Merchant

eSolutions

Inc

WF

Site

Data

Protection

Program

SDP

Visas

Payment

Application

Best

Practices

the

Payment

Card

Industrys

Payment

Application

Data

Security

Standard

MasterCards

POS

Terminal

Security

program

and

the

Payment

Card

Industry

PIN

Transmission

Security

program

in

Service

Provider

means

any

party

that

processes

stores

receives

transmits

or

has

access

to

Card

Information

on

Merchants

behalf

including

without

limitation

its

agents

business

partners

contractors

and

subcontractors

Services

The

activities

undertaken

by

Processor

andor

Bank

as

applicable

to

facilitate

Card

programs

offered

by

Card

Networks

including

authorizing

processing

and

settling

all

Transactions

undertaken

by

Cardholders

at

Merchants

applicable

locations

and

all

other

activities

necessary

for

Processor

to

perform

the

functions

required

by

this

Agreement

Settlement

Account

means

the

checking

account

or

other

acceptable

deposit

account

Merchant

maintains

at

a

depository

institution

acceptable

to

Processor

and

Bank

for

credits

and

debits

related

to

Transactions

Chargebacks

Processing

Fees

and

any

fines

or

fees

assessed

by

the

Card

Networks

or

other

governmental

agency

or

entity

having

authority

Stored

Value

Card

means

a

stored

value

Card

gift

Card

or

loyalty

Card

issued

by

or

on

behalf

of

Merchant

Stored

Value

Card

Transaction

means

a

Transaction

in

which

a

Cardholder

adds

or

redeems

value

to

or

from

a

Stored

Value

Card

Term

will

have

the

meaning

set

forth

in

Section

of

the

Merchant

Agreement

Transaction

means

any

interaction

between

a

Cardholder

using

a

Card

and

a

Merchant

to

purchase

Merchants

goods

or

services

that

results

in

activity

on

the

Cardholders

account

Visa

means

Visa

Inc

or

its

successors

or

assigns

Part

II

Addenda

The

following

Addenda

are

made

a

part

of

this

Agreement

CARD

NOT

PRESENT

CNP

ADDENDUM

SPECIAL

SERVICES

ADDENDUM

MERCHANT

RESTRICTIONS

ADDENDUM

including

the

Merchant

Use

and

Disclosure

of

BIN

Information

DISCOVER

CARD

ACCEPTANCE

ADDENDUM

VISA

ACCOUNT

UPDATER

ADDENDUM

MASTERCARD

ACCOUNT

BILLING

UPDATER

ADDENDUM

and

AMERICAN

EXPRESS

CARD

ACCEPTANCE

ADDENDUM

The

applicability

of

these

Addenda

depends

upon

the

Merchants

business

and

the

Card

Program

services

requested

by

Merchant

In

its

sole

and

absolute

discretion

except

as

otherwise

set

forth

in

the

Merchant

Use

and

Disclosure

of

BIN

Information

Processor

or

Bank

may

accept

or

reject

Merchants

request

for

services

provided

in

Card

Not

Present

CNP

Addendum

This

CARD

NOT

PRESENT

CNP

ADDENDUM

is

made

a

part

of

the

terms

and

conditions

of

the

Agreement

and

Merchant

has

agreed

to

comply

with

all

terms

and

conditions

of

the

Addendum

The

following

terms

and

conditions

describe

the

procedures

for

CNP

Transactions

All

capitalized

terms

used

in

this

Addendum

and

not

otherwise

defined

herein

shall

have

the

meanings

assigned

to

them

in

the

Agreement

Requirements

set

forth

herein

are

in

addition

to

requirements

set

forth

in

the

Agreement

the

Operating

Guide

and

the

Operating

Rules

Additional

Definitions

Secure

A

Visaapproved

method

that

is

the

global

authentication

for

Electronic

Commerce

Transactions

Electronic

Commerce

Transaction

A

Transaction

conducted

over

the

Internet

or

other

network

Deferred

Payment

Transaction

A

CNP

Transaction

for

which

the

Cardholder

is

billed

once

no

more

than

days

after

the

first

shipment

of

merchandise

Delayed

Delivery

Transaction

A

single

Transaction

where

a

Cardholder

completes

separate

Transactions

The

first

Transaction

functions

as

a

deposit

such

as

a

down

payment

for

goods

or

services

the

second

is

to

pay

the

balance

due

the

Merchant

Installment

Billing

Transaction

The

single

purchase

of

goods

or

services

billed

to

an

account

in

multiple

segments

over

a

period

of

time

agreed

to

between

a

Cardholder

and

a

Merchant

Order

Form

A

document

bearing

the

Cardholders

signature

either

written

or

electronic

authorizing

goods

or

services

to

be

charged

to

his

or

her

account

An

Order

Form

may

be

i

a

mail

order

form

ii

a

Recurring

Transaction

form

iii

a

Preauthorized

Health

Care

Transaction

form

or

iv

an

email

or

other

electronic

record

that

meets

the

requirements

of

applicable

law

Permanent

Establishment

A

fixed

place

of

business

through

which

an

Electronic

Commerce

or

Mail

OrderPhone

Order

Merchant

conducts

its

business

regardless

of

its

Web

site

or

server

locations

Recurring

Transaction

A

Transaction

for

which

a

Cardholder

provides

permission

in

either

written

or

electronic

format

to

a

Merchant

to

periodically

charge

an

Account

Number

for

recurring

goods

or

services

These

may

include

payment

of

recurring

charges

such

as

insurance

premiums

subscriptions

internet

service

provider

monthly

fees

membership

fees

tuition

or

utility

charges

Acceptance

of

Card

Not

Present

CNP

Transactions

Merchant

may

accept

Card

Not

Present

CNP

Transactions

CNP

Transactions

based

upon

the

description

of

Merchants

business

Business

on

the

Application

and

as

authorized

by

Processor

and

Bank

Processor

and

Bank

reserve

the

right

to

terminate

CNP

Transactions

in

the

event

that

there

is

any

material

change

in

the

Business

including

any

material

change

in

the

customers

products

management

or

employees

of

the

Business

Merchant

agrees

that

except

as

expressly

permitted

by

the

Operating

Rules

no

CNP

Transactions

shall

be

submitted

for

processing

prior

to

shipping

of

the

product

purchased

andor

the

implementation

of

the

service

offered

Merchant

understands

and

agrees

that

CNP

Transactions

i

do

not

require

the

Cardholders

signature

on

the

Charge

Record

sales

draft

or

sales

slip

with

the

exception

of

Order

Forms

authorizing

a

Recurring

Transaction

ii

require

the

Merchant

to

obtain

the

valid

Expiration

Date

for

each

Card

used

for

a

CNP

Transaction

and

iii

require

the

Expiration

Date

of

the

Card

be

submitted

as

part

of

the

Authorization

process

It

is

understood

that

Authorizations

for

CNP

Transactions

are

subject

to

Chargeback

and

such

Authorizations

do

not

guarantee

the

validity

or

collectability

of

the

Transaction

Merchant

agrees

to

take

reasonable

additional

steps

to

verify

the

identity

of

the

authorized

Cardholder

on

these

types

of

Transactions

especially

when

merchandise

is

shipped

to

a

third

party

Merchant

acknowledges

and

agrees

that

the

receipt

of

an

Authorization

Code

indicating

approval

does

not

guarantee

Merchant

against

Chargebacks

Merchant

is

encouraged

to

use

when

not

prohibited

under

applicable

law

fraud

reduction

systems

offered

by

the

Card

Networks

such

as

AVS

and

in

CNP

Generally

in

order

to

satisfy

a

retrieval

request

for

CNP

Transactions

the

following

Charge

Record

information

must

be

provided

by

Merchant

i

the

Cardholder

Account

number

ii

the

Card

expiration

date

iii

the

Cardholder

name

iv

the

Transaction

date

v

the

Transaction

amount

vi

the

Authorization

Code

vii

Merchants

Name

viii

Merchants

location

ix

a

description

of

the

goods

or

services

x

the

ship

to

address

and

xi

the

AVS

response

code

if

AVS

was

used

Processing

Restrictions

If

at

any

time

the

volume

of

CNP

Transactions

substantially

exceeds

the

projected

annual

volume

stated

on

the

Application

or

if

at

any

time

Processor

or

Bank

suspects

fraud

money

laundering

or

violations

of

the

Operating

Rules

Processor

or

Bank

may

in

their

sole

and

absolute

discretion

and

in

addition

to

other

remedies

that

Processor

or

Bank

may

have

refuse

to

process

the

excessive

or

suspect

CNP

Transactions

process

the

CNP

Transactions

and

retain

the

funds

received

from

processing

until

such

time

as

the

excess

or

suspect

charges

are

found

to

be

valid

or

invalid

and

processed

in

accordance

with

the

Operating

Rules

suspend

the

CNP

Transactions

andor

terminate

the

Agreement

or

amend

the

Agreement

to

protect

the

interests

of

Processor

or

Bank

Electronic

Commerce

Transactions

If

Processor

or

Bank

authorize

Merchant

to

accept

Electronic

Commerce

Transactions

Merchant

agrees

to

comply

with

all

the

provisions

of

the

Operating

Rules

pertaining

to

Electronic

Commerce

Transactions

Merchant

shall

at

all

times

maintain

a

secure

site

for

the

transmission

of

data

relating

to

the

processing

of

Electronic

Commerce

Transactions

Merchant

shall

be

responsible

for

ensuring

obtaining

and

maintaining

site

security

for

the

encryption

of

all

data

and

for

any

and

all

storage

of

data

both

in

electronic

and

physical

form

Each

Electronic

Commerce

Transaction

must

be

identified

as

such

when

submitted

by

Merchant

by

using

the

appropriate

Electronic

Commerce

Transaction

indicator

values

specified

by

the

Card

Networks

Merchant

may

not

submit

a

request

for

Authorization

for

an

Electronic

Commerce

Transaction

that

has

failed

a

Secure

authentication

request

Merchant

shall

display

on

Merchants

web

site

in

a

prominent

manner

i

the

address

of

the

Merchants

Permanent

Establishment

including

Merchants

country

of

domicile

located

on

the

same

screen

view

as

the

checkout

screen

used

to

present

the

total

purchase

amount

or

within

the

sequence

of

web

pages

the

Cardholder

accesses

during

the

checkout

process

ii

a

complete

and

accurate

description

of

the

goods

or

services

offered

iii

Merchants

merchandise

return

and

refund

policy

clearly

displayed

on

either

the

checkout

screen

or

on

a

separate

screen

that

allows

the

purchaser

to

click

an

acceptance

button

iv

Merchants

consumer

data

Merchant

shall

provide

Cardholders

a

secure

transaction

method

such

as

Secure

Socket

Layer

or

Secure

Each

web

site

operated

by

Merchant

must

display

the

marks

of

the

Card

Networks

for

the

Card

types

which

are

accepted

by

the

Merchant

as

specified

in

the

Operating

Rules

Merchant

can

not

refuse

to

complete

an

Electronic

Commerce

Transaction

using

a

MasterCardbranded

Card

solely

because

the

Cardholder

does

not

have

a

digital

certificate

or

other

secured

protocol

Merchant

agrees

to

include

in

addition

to

the

other

data

required

under

the

Operating

Rules

the

following

data

on

a

Charge

Record

completed

for

an

Electronic

Commerce

Transaction

i

Merchants

name

most

recognizable

to

the

Cardholder

such

as

Merchant

doing

business

as

name

or

Merchants

universal

resource

locator

URL

or

Merchant

name

used

in

the

VisaNet

Clearing

Record

ii

Customer

service

contact

information

including

telephone

country

code

and

area

code

If

Merchant

delivers

goods

or

services

internationally

Merchant

must

list

both

local

and

internationally

accessible

telephone

numbers

iii

Terms

and

conditions

of

sale

if

restricted

iv

The

exact

date

Merchant

will

provide

a

completed

copy

of

the

Charge

Record

to

the

Cardholder

at

the

time

the

purchased

goods

are

delivered

or

services

performed

Merchant

may

deliver

the

Charge

Record

in

either

of

the

following

formats

i

electronic

eg

email

or

fax

or

ii

paper

eg

handwritten

or

terminalgenerated

Merchant

may

not

transmit

the

Cardholder

Account

number

or

card

expiration

date

to

the

Cardholder

over

the

Internet

or

on

the

Charge

Record

Installment

Billing

Transactions

If

Merchant

is

so

permitted

by

Processor

or

Bank

Merchant

may

offer

Cardholders

involved

in

Electronic

Commerce

Transactions

or

mail

ordertelephone

order

Transactions

an

Installment

Billing

Transaction

option

If

Merchant

offers

an

Installment

Billing

Option

Merchant

must

comply

with

the

requirements

set

forth

in

the

Operating

Rules

including

without

limitation

those

set

forth

in

the

Visa

Operating

Rules

Deferred

Payment

Transaction

Merchant

shall

comply

with

all

applicable

Operating

Rules

including

without

limitation

those

set

forth

in

the

Visa

Operating

Rules

Recurring

Transactions

Merchant

must

complete

a

recurring

Transaction

in

accordance

with

the

requirements

set

forth

in

the

Operating

Rules

including

without

limitation

those

set

forth

in

the

Visa

Operating

Rules

Delayed

Delivery

Transactions

Merchant

must

comply

with

the

requirements

set

forth

in

the

Operating

Rules

including

without

limitation

those

set

forth

in

the

Visa

Operating

Rules

Delegation

Of

Duties

Card

Program

duties

may

from

time

to

time

be

delegated

to

and

among

Processors

business

units

without

giving

notice

to

Merchant

provided

however

Processor

will

remain

responsible

for

any

obligation

owed

by

Processor

under

the

Agreement

Suspension

and

Termination

Should

Merchant

at

any

time

fail

to

agree

or

comply

with

this

Addendum

Processor

or

Bank

shall

have

the

right

to

immediately

and

without

prior

notice

suspend

andor

terminate

CNP

Transactions

andor

the

Agreement

Special

Services

Addendum

This

SPECIAL

SERVICES

ADDENDUM

is

made

a

part

of

the

terms

and

conditions

of

the

Agreement

and

Merchant

has

agreed

to

comply

with

all

terms

and

conditions

herein

This

Addendum

describes

additional

requirements

that

Merchant

is

to

follow

for

the

special

card

processing

services

referred

to

below

Requirements

set

forth

herein

are

in

addition

to

requirements

set

forth

in

the

Agreement

and

the

Operating

Rules

All

capitalized

terms

used

in

this

Addendum

and

not

otherwise

defined

herein

shall

have

the

meanings

assigned

to

them

in

the

Agreement

Merchant

may

be

eligible

to

participate

in

a

number

of

additional

services

provided

by

Visa

the

Visa

Services

as

listed

below

and

as

further

described

in

the

Visa

Operating

Rules

and

other

official

publications

from

Visa

regarding

such

Visa

Services

Merchants

eligibility

for

and

participation

in

these

services

is

subject

at

all

times

to

the

terms

of

the

Operating

Rules

and

any

other

official

publications

from

Visa

governing

such

Visa

Services

as

such

may

be

changed

from

time

to

time

and

Merchant

agrees

that

it

will

at

all

times

comply

with

the

Operating

Rules

when

receiving

or

utilizing

any

of

Account

Funding

Transaction

Use

of

a

Card

to

find

another

account

such

as

a

prepaid

Card

account

Advance

Payment

Service

A

Visa

service

that

allows

a

Cardholder

to

use

his

or

her

Card

for

a

partial

or

complete

advance

payment

for

recreational

services

or

activities

provided

by

an

Advance

Payment

Service

Merchant

Advance

Payment

Service

Merchant

A

nonTE

Merchant

participating

in

the

Advance

Payment

Service

whose

primary

function

is

to

provide

recreational

services

to

tourism

and

travel

Advance

Payment

Service

Transaction

A

Transaction

completed

by

an

Advance

Payment

Service

Merchant

Car

Rental

Company

A

merchant

whose

primary

business

is

the

rental

of

passenger

vehicles

Central

Reservations

Service

An

entity

that

acts

as

a

reservations

resource

for

lodging

establishments

located

in

close

proximity

to

each

other

CPSSmall

Ticket

A

Visaoffered

service

designed

to

meet

the

special

Card

acceptance

and

operating

procedures

of

certain

Merchants

involving

small

dollar

Transactions

Dynamic

Currency

Conversion

A

conversion

of

currency

in

which

goods

or

services

are

normally

priced

into

a

different

currency

as

agreed

upon

by

the

Cardholder

and

Merchant

Small

Ticket

Payment

Service

A

Visa

service

that

permits

certain

Merchants

eg

certain

local

commuter

passenger

transportation

taxicabs

and

limousines

bus

lines

toll

and

bridge

fees

restaurants

fast

food

restaurants

news

dealers

newsstands

laundriesfamily

commercial

dry

cleaners

quick

copy

reproduction

and

blueprinting

services

parking

lots

and

garages

car

washes

motion

picture

theaters

and

video

tape

rental

stores

to

process

Card

Transactions

using

special

procedures

as

outlined

in

the

Visa

Operating

Rules

Lodging

Merchant

A

merchant

that

sells

overnight

accommodations

intended

for

a

limited

period

of

time

No

Signature

Required

Service

A

Visa

Point

of

Sale

service

that

permits

certain

No

Signature

Required

Merchants

eg

certain

local

commuter

passenger

transportation

taxicabs

and

limousines

bus

lines

toll

and

bridge

fees

restaurants

fast

food

restaurants

news

dealers

newsstands

cigar

storesstands

laundriesfamily

commercial

dry

cleaners

quick

copy

reproduction

and

blueprinting

services

parking

lots

and

garages

car

washes

motion

picture

theaters

and

video

tape

rental

stores

or

certain

convenience

stores

filling

stations

automotive

gasoline

and

drug

stores

pharmacies

US

Postal

Service

to

process

Card

Transactions

under

using

special

procedures

as

outlined

in

the

Visa

Operating

Rules

Priority

CheckOut

Service

A

Visa

service

provided

that

allows

a

Cardholder

to

authorize

the

use

of

the

Cardholders

Card

for

payment

of

the

total

obligation

to

the

Lodging

Merchant

with

or

without

prior

knowledge

of

the

total

amount

by

signing

a

completed

Priority

CheckOut

Agreement

Priority

CheckOut

Agreement

A

written

agreement

that

when

bearing

the

Cardholders

signature

authorizes

a

Lodging

Merchant

participating

in

Visas

Priority

CheckOut

Service

to

deposit

a

Transaction

without

the

Cardholders

signature

for

the

total

amount

of

the

Cardholders

obligation

Supermarket

Incentive

Program

A

Visa

program

that

permits

certain

supermarket

merchants

to

qualify

for

reduced

interchange

reimbursement

fees

TE

Advance

Deposit

Service

A

Visa

service

that

a

Lodging

Merchant

or

Car

Rental

Company

provides

to

a

Cardholder

allowing

use

of

a

Visa

Card

to

pay

in

advance

deposit

required

to

reserve

accommodations

or

a

vehicle

Intentionally

Omitted

TE

Merchant

A

merchant

whose

primary

function

is

the

provision

of

travel

related

services

Telephone

Service

Transaction

A

Card

Transaction

in

which

a

Cardholder

uses

a

Visa

Card

to

purchase

a

telephone

call

Visa

Cash

Back

Service

A

Visa

service

whereby

cash

is

obtained

from

a

qualified

Merchant

through

the

use

of

a

Visa

Check

Card

II

in

conjunction

with

and

processed

as

a

PINbased

Transaction

Merchant

Restrictions

Addendum

This

MERCHANT

RESTRICTIONS

ADDENDUM

is

made

a

part

of

the

terms

and

conditions

of

the

Agreement

Merchant

has

agreed

to

comply

with

all

terms

and

conditions

of

the

Addendum

Merchant

agrees

in

the

case

of

each

of

the

following

to

the

extent

such

agreement

is

not

prohibited

by

mandatory

provisions

of

applicable

law

that

Merchant

will

not

Refuse

to

honor

any

valid

properly

presented

Card

of

a

type

specified

by

Merchant

for

acceptance

on

the

Application

Accept

Cardholder

payments

for

previous

Transactions

incurred

at

the

Merchant

location

Establish

a

minimum

or

maximum

Transaction

amount

as

a

condition

for

honoring

a

Card

unless

otherwise

required

or

allowed

by

the

Operating

Rules

Require

a

Cardholder

to

complete

a

postcard

or

similar

document

that

includes

the

Cardholders

account

number

Card

expiration

date

signature

or

any

other

Card

account

data

in

plain

view

when

mailed

Add

any

surcharge

or

convenience

fee

to

Transactions

if

the

surcharge

or

convenience

fee

is

prohibited

by

the

Operating

Rules

Travelers

Cheque

and

Foreign

Currency

fees

are

not

surcharges

Add

any

tax

to

Transactions

unless

applicable

law

expressly

requires

that

Merchant

be

permitted

to

impose

a

tax

Any

tax

amount

if

allowed

must

be

included

in

the

Transaction

amount

and

not

collected

separately

Enter

any

Transaction

for

a

Transaction

that

was

previously

charged

back

to

Merchant

Bank

and

subsequently

returned

to

Merchant

irrespective

of

Cardholder

approval

Merchant

may

pursue

payment

from

the

customer

outside

the

Visa

system

Request

or

use

an

account

number

for

any

purpose

other

than

as

payment

for

its

goods

or

services

Require

a

Cardholder

to

provide

fingerprints

or

other

personal

information

such

as

address

license

telephone

number

or

social

security

number

as

a

condition

for

honoring

a

Card

unless

required

to

do

so

by

the

Operating

Rules

Submit

Transactions

for

processing

without

physical

possession

of

the

Card

unless

Merchant

is

registered

with

Processor

or

Bank

as

applicable

to

submit

CNP

Transactions

and

does

so

in

accordance

with

the

CNP

ADDENDUM

Require

a

Cardholder

as

a

condition

of

honoring

a

Card

to

sign

any

statement

that

waives

the

Cardholders

rights

to

dispute

the

Transaction

with

the

Card

Issuer

Disburse

funds

in

the

form

of

travelers

cheques

if

the

sole

purpose

is

to

allow

the

Cardholder

to

make

a

cash

purchase

of

goods

or

services

from

Merchant

Disburse

funds

in

the

form

of

cash

unless

i

Merchant

is

dispersing

funds

in

the

form

of

travelers

cheques

Visa

TravelMoney

Cards

or

Foreign

Currency

In

this

case

the

Transaction

amount

is

limited

to

the

value

of

the

travelers

cheques

Visa

TravelMoney

Cards

or

Foreign

Currency

plus

any

commission

or

fee

charged

by

the

Merchant

or

ii

Merchant

is

participating

in

the

Visa

Cash

Back

Service

Accept

a

Card

for

the

purchase

of

scrip

Accept

a

Card

for

a

manual

cash

disbursement

Accept

a

Card

to

collect

or

refinance

an

existing

debt

that

has

been

deemed

uncollectible

by

Merchant

providing

the

associated

goods

or

services

Enter

a

Transaction

that

represents

collection

of

a

dishonored

check

Merchant

must

not

in

the

event

of

its

failure

including

bankruptcy

insolvency

or

other

suspension

of

business

operations

sell

transfer

or

disclose

any

materials

that

contain

Cardholder

account

numbers

personal

information

or

other

Transaction

information

to

third

parties

Merchant

must

return

this

information

to

Processor

or

provide

acceptable

proof

of

the

destruction

of

this

information

to

Processor

Merchant

Use

and

Disclosure

of

BIN

Information

Processor

or

Bank

may

provide

BIN

information

or

other

productidentifying

data

to

the

Merchant

or

its

Service

Provider

solely

for

purposes

of

identifying

Visa

or

MasterCard

Card

product

types

at

the

point

of

sale

Processor

or

Bank

must

provide

this

Visa

BIN

information

to

any

Merchant

requesting

it

for

the

permitted

purpose

Processor

or

Bank

must

provide

a

complete

list

of

the

BINs

that

apply

to

Debit

MasterCard

Cards

to

Merchants

upon

any

form

of

reasonable

request

A

US

Merchant

or

its

Service

Provider

that

receives

BIN

information

or

other

productidentifying

data

from

Processor

or

Bank

must

not

use

such

information

for

any

reason

other

than

to

identify

Visa

or

MasterCard

Card

product

types

at

the

point

of

sale

and

to

implement

acceptance

practices

permitted

by

the

Visa

or

MasterCard

Operating

Rules

based

on

such

information

unless

authorized

by

Visa

or

MasterCard

as

applicable

A

US

Merchant

or

its

Service

Provider

must

not

disclose

BIN

information

or

other

productidentifying

data

to

any

third

party

without

prior

written

permission

from

Visa

or

MasterCard

as

applicable

If

Merchant

provides

BIN

or

other

product

data

information

to

a

Service

Provider

Merchant

must

i

Ensure

that

the

Service

Provider

complies

with

the

substance

of

these

Merchant

Use

and

Disclosure

of

BIN

Information

requirements

and

ii

Include

the

substance

of

these

requirements

in

Merchants

agreement

or

contract

with

its

Service

Provider

Submission

Requirements

and

Restrictions

Merchant

must

submit

only

Transactions

that

directly

result

from

Cardholder

Transactions

with

Merchant

An

Internet

Payment

Service

Provider

ISP

may

deposit

Charge

Records

on

behalf

of

Merchant

as

long

as

the

ISP

has

been

approved

by

the

Merchant

Bank

i

The

ISP

name

may

appear

in

the

clearing

record

only

if

both

these

conditions

are

met

Cardholder

accesses

the

web

site

of

the

ISP

directly

and

the

name

of

the

ISP

is

visible

to

the

Cardholder

during

the

selection

order

and

payment

processing

services

ii

If

the

Cardholder

accesses

the

Merchants

web

site

and

is

then

linked

to

the

web

site

of

the

ISP

for

payment

the

ISPs

name

must

appear

in

Merchant

must

not

submit

a

Transaction

until

it

does

one

of

the

following

i

Completes

the

Transaction

ii

Ships

or

provides

the

goods

iii

Performs

the

purchased

service

or

iv

Obtains

the

Cardholders

consent

for

a

recurring

Transaction

Merchant

must

not

submit

a

Transaction

that

it

knows

or

should

have

known

to

be

either

fraudulent

or

not

authorized

by

the

Cardholder

Merchant

is

responsible

for

its

employees

actions

while

in

Merchants

employ

Merchant

may

submit

a

Transaction

for

a

prepayment

within

the

time

limits

specified

in

section

below

if

the

Merchant

advises

the

Cardholder

of

the

immediate

billing

at

the

time

of

the

Transaction

for

i

prepayment

of

services

excluding

estimates

for

services

to

be

provided

and

ii

full

prepayment

of

customordered

merchandise

manufactured

to

the

Cardholders

specifications

For

prepayment

of

services

the

Transaction

date

is

considered

to

be

the

date

of

Cardholder

prepayment

An

Advance

Payment

Service

Merchant

must

only

submit

a

Transaction

representing

a

partial

or

complete

advance

payment

provided

Merchant

informs

the

Cardholder

of

the

following

i

the

total

price

of

the

services

or

activity

ii

the

advance

payment

amount

iii

the

advance

payment

confirmation

code

and

iv

the

cancellation

terms

For

more

information

on

restrictions

related

to

Advance

Payment

Service

Transactions

see

the

Special

Services

Addendum

section

If

Merchant

has

multiple

outlets

Merchant

must

ensure

that

Processor

and

Merchant

Bank

are

able

to

i

Identify

the

location

of

each

Transaction

on

the

Charge

Record

and

ii

Include

this

identification

in

the

clearing

record

Visa

Submission

Time

Limits

Merchant

must

submit

Transactions

within

calendar

days

of

the

Transaction

date

except

as

specified

below

Merchant

must

submit

Transactions

for

Delayed

Delivery

Transactions

within

calendar

days

of

the

date

of

both

the

deposit

and

final

payment

Merchant

with

multiple

outlets

transportation

companies

subject

to

federal

or

foreign

regulations

oil

companies

car

rental

companies

hotels

motels

and

restaurant

chains

must

deposit

Transactions

as

follows

i

Transactions

within

calendar

days

of

the

Transaction

date

and

ii

Credit

Transactions

within

calendar

days

of

the

Transaction

date

if

accumulated

at

a

central

office

facility

Discover

Card

Acceptance

Addendum

This

Discover

Card

Acceptance

Addendum

Discover

Addendum

is

made

between

Processor

and

Merchant

and

is

made

a

part

of

the

terms

and

conditions

of

the

Agreement

This

Addendum

governs

Merchants

acceptance

of

Discover

and

DinersCarte

Blanche

Cards

Discover

Cards

Capitalized

terms

used

in

this

Discover

Addendum

and

not

defined

herein

shall

have

the

meaning

given

them

in

the

Agreement

Except

as

specifically

modified

or

amended

in

this

Discover

Addendum

Merchant

agrees

to

comply

with

the

terms

of

the

Agreement

in

accepting

Discover

Card

Transactions

Merchant

understands

that

a

request

to

accept

Discover

Cards

is

subject

to

approval

by

Discover

and

Discover

Terms

and

Conditions

Merchant

must

comply

with

the

terms

of

the

Discover

Operating

Regulations

including

the

Technical

Specifications

and

the

Dispute

Rules

Manual

The

appendices

addenda

schedules

and

Operating

Guide

that

accompany

or

are

incorporated

by

reference

into

this

Discover

Addendum

or

the

Agreement

as

amended

from

time

to

time

are

part

of

the

terms

and

conditions

of

this

Discover

Addendum

as

are

the

Application

and

the

Discover

Operating

Regulations

including

the

Technical

Specifications

and

the

Dispute

Rules

Manual

and

with

this

Discover

Addendum

are

individually

and

collectively

hereinafter

referred

to

as

the

Agreement

or

as

the

Merchant

Agreement

With

respect

to

Discover

Card

Transactions

Processor

is

responsible

for

providing

settlement

funds

directly

to

Merchant

Settlement

funds

will

be

deposited

to

the

Settlement

Account

Merchant

agrees

to

provide

Transaction

data

and

other

Merchant

information

as

requested

to

Discover

and

any

entities

required

by

Discover

including

information

required

for

the

Consortium

Merchant

Negative

File

commonly

referred

to

as

MATCH

Merchant

may

not

use

store

or

disclose

Transaction

data

or

Merchant

information

except

as

permitted

under

the

terms

of

the

Discover

Operating

Regulations

including

the

Technical

Specifications

and

the

Dispute

Rules

Manual

Merchant

may

not

require

a

minimum

or

maximum

purchase

amount

for

use

of

Discover

Card

or

impose

any

surcharge

or

convenience

fee

on

Discover

Card

Transactions

except

as

permitted

by

the

Discover

Operating

Regulations

Merchant

agrees

to

accept

Discover

Card

Checks

consistent

with

card

checks

of

other

card

types

and

similar

to

Merchants

policies

concerning

personal

checks

A

Payment

Service

Provider

PSP

shall

be

treated

as

a

Merchant

for

all

purposes

under

the

Agreement

this

Discover

Addendum

and

the

Discover

Operating

Regulations

and

shall

also

be

subject

to

additional

requirements

applicable

to

PSPs

as

set

forth

in

the

Discover

Operating

Regulations

In

the

event

the

Agreement

is

terminated

for

any

reason

whether

for

cause

or

without

cause

this

Discover

Addendum

will

immediately

terminate

Either

Processor

or

Discover

may

terminate

this

Discover

Addendum

at

any

time

without

cause

upon

thirty

days

advance

written

notice

and

may

terminate

this

Discover

Addendum

for

cause

in

eithers

sole

discretion

effectively

immediately

The

Discover

Operating

Regulations

including

the

Technical

Specifications

and

the

Dispute

Rules

Manual

may

be

obtained

by

contacting

Processor

customer

service

Discover

Program

Marks

Merchant

is

prohibited

from

using

the

Program

Marks

as

defined

below

other

than

as

expressly

authorized

in

writing

by

Processor

Program

Marks

mean

the

brands

emblems

trademarks

andor

logos

that

identify

Discover

Cards

including

without

limitation

Diners

Club

International

Cards

Additionally

Merchant

shall

not

use

the

Program

Marks

other

than

to

display

decals

signage

advertising

and

other

forms

depicting

the

Program

Marks

that

are

provided

to

Merchant

by

Processor

pursuant

to

the

Merchant

Program

or

otherwise

approved

in

advance

in

writing

by

Processor

Merchant

may

use

the

Program

Marks

only

to

promote

the

services

covered

by

the

Program

Marks

by

Additions

to

the

Application

As

to

Discover

Card

Transactions

the

Business

Checking

section

of

the

Application

that

references

the

AUTHORIZATION

FOR

AUTOMATIC

FUNDS

TRANSFER

ACH

shall

include

the

following

Processor

is

authorized

to

initiate

or

transmit

automatic

debit

andor

credit

entries

andor

check

entries

to

the

Settlement

Account

identified

in

the

Application

for

all

services

contemplated

under

this

Discover

Addendum

Merchant

agrees

that

Processor

may

charge

the

Settlement

Account

for

the

amount

of

any

sales

draft

processed

under

this

Agreement

or

any

agreement

Processor

may

have

with

any

Merchant

Affiliate

that

results

in

a

Chargeback

or

for

any

Credit

Voucher

or

other

reimbursement

By

signing

the

Application

or

accepting

Discover

Card

with

Processor

as

the

Discover

Card

Transaction

processor

Merchant

agrees

to

be

bound

by

the

terms

of

this

Discover

Addendum

and

will

not

receive

a

separate

Discover

Card

Terms

and

Conditions

from

DFS

Services

LLC

Additions

to

the

Merchant

Agreement

As

a

condition

to

Processor

providing

Discover

Card

processing

services

under

this

Discover

Addendum

Merchant

may

be

required

to

provide

additional

collateral

security

beyond

the

amounts

provided

for

under

the

Agreement

for

Merchants

obligations

under

this

Discover

Addendum

The

additional

collateral

security

shall

be

of

a

kind

and

in

amounts

satisfactory

to

Processor

and

may

include

delaying

payments

to

Merchant

on

Discover

Card

Transaction

settlements

Discover

Pricing

Merchant

will

pay

the

Processing

Fees

specified

for

Discover

Card

Transactions

in

the

Fee

Schedule

of

the

Application

in

addition

to

Visa

and

MasterCard

Card

Transactions

All

other

terms

and

conditions

of

the

Agreement

apply

to

Processing

Fees

payable

by

Merchant

for

Discover

Card

Transactions

Visa

Account

Updater

Addendum

This

Visa

Account

Updater

VAU

Addendum

and

is

made

between

Merchant

and

Processor

and

is

made

a

part

of

the

terms

and

conditions

of

the

Agreement

Merchant

understands

that

a

request

for

VAU

service

is

subject

to

approval

by

Visa

and

the

Processor

Merchant

signature

on

the

Application

signifies

acceptance

of

the

terms

of

this

Visa

Account

Updater

Addendum

including

VAU

pricing

in

addition

to

the

terms

of

the

Agreement

Failure

to

comply

with

the

terms

of

this

Visa

Account

Updater

Addendum

or

the

Agreement

may

result

in

suspension

of

VAU

service

and

all

other

payment

processing

services

for

Merchant

Merchant

Security

Requirements

Merchant

must

comply

with

all

applicable

laws

such

as

data

protection

laws

including

gathering

specific

consent

of

Cardholders

for

processing

and

transfer

of

their

personal

data

if

applicable

Merchant

must

ensure

that

Cardholder

information

is

securely

stored

and

that

such

information

is

available

only

to

those

employees

of

Merchant

who

have

a

legitimate

business

need

and

authorization

to

access

the

information

Merchant

must

ensure

that

employees

who

have

access

to

Cardholder

information

are

aware

of

and

familiar

with

Merchants

policies

as

they

relate

to

the

use

of

such

information

and

related

personal

data

Merchant

must

delete

all

Visa

Account

Updater

files

with

Cardholder

information

after

use

to

minimize

the

likelihood

of

improper

access

to

or

use

of

the

data

Merchant

must

be

in

compliance

with

Payment

Card

Industry

Data

Security

Standards

at

all

times

Merchant

Participation

Requirements

Merchant

must

continue

to

meet

Visa

Merchant

Participation

Requirements

as

established

by

Visa

from

time

to

time

including

Merchant

must

be

a

US

acquired

merchant

Merchant

must

not

have

been

disqualified

from

participating

in

the

Visa

system

Merchant

must

be

in

compliance

with

Visa

Operating

Rules

Merchant

must

have

a

valid

business

need

to

receive

updated

account

information

including

but

not

limited

to

i

Subscription

services

ii

Express

checkout

services

iii

Membership

club

services

iv

Recurring

payment

services

Merchant

must

meet

the

following

risk

management

criteria

i

Must

not

be

engaged

in

business

categorized

by

the

following

Merchant

Category

Codes

and

ii

Must

not

be

a

merchant

whose

sales

Transactions

are

predominantly

QuasiCash

Account

Funding

or

any

combination

thereof

Merchant

must

comply

with

all

applicable

laws

and

regulations

Merchant

must

be

approved

by

Visa

USA

for

participation

Merchant

will

promptly

notify

the

Processor

of

any

change

in

Merchants

Participation

Requirements

VAU

Merchant

Inquiry

Records

Merchant

must

be

registered

with

Visa

for

the

Visa

Account

Updater

program

before

merchant

can

submit

account

inquiries

Merchant

must

request

a

VAU

update

through

the

Processor

for

every

participating

Visa

account

in

merchants

customer

VAU

qualified

database

at

least

once

every

calendar

days

Merchant

must

submit

inquiries

only

for

those

accounts

with

which

the

merchant

has

an

ongoing

customer

relationship

as

defined

by

Visa

Merchant

may

not

subsequently

inquire

on

accounts

that

have

previously

returned

a

response

of

Closed

Account

Merchant

may

not

submit

VAU

inquiries

on

behalf

of

any

other

entity

Merchant

must

submit

account

inquiries

in

the

Processorspecified

file

format

and

manner

VAU

Merchant

Response

Records

Merchant

must

update

its

customer

account

database

within

five

business

days

of

a

VAU

update

from

Processor

Merchant

must

ensure

that

information

received

from

VAU

is

properly

completely

and

accurately

incorporated

into

the

merchants

customer

database

for

utilization

in

future

Visa

Transactions

Error

Resolution

Merchant

must

correct

erroneous

account

information

within

five

business

days

of

receipt

of

an

error

notification

from

the

Processor

or

Visa

Merchant

must

correct

operational

errors

within

five

business

days

of

receipt

of

an

error

notification

from

the

Processor

or

Visa

Issuer

Exclusions

Merchant

understands

that

an

issuer

may

request

that

VAU

withhold

account

updates

from

one

or

more

selected

merchants

VAU

Pricing

Match

Fees

Merchant

will

pay

the

Processing

Fees

specified

in

the

Fee

Schedule

of

the

Application

which

is

assessed

on

a

per

match

basis

with

a

match

considered

to

be

any

of

the

following

responses

i

Account

Number

changes

includes

Issuer

Reason

Codes

R

B

and

P

ii

Expiration

Date

Changes

Issuer

Reason

Code

E

Fee

Changes

Should

Visa

change

the

fee

structure

for

VAU

Processor

will

make

similar

changes

to

the

merchant

fee

structure

MasterCard

Account

Billing

Updater

Addendum

This

MasterCard

Account

Billing

Updater

ABU

Addendum

is

made

between

Merchant

and

Processor

and

is

made

a

part

of

the

terms

and

conditions

of

the

Agreement

Merchant

understands

that

a

request

for

ABU

service

is

subject

to

approval

by

MasterCard

and

the

Processor

Merchant

signature

on

the

Application

signifies

acceptance

of

the

terms

of

this

MasterCard

Account

Billing

Updater

Addendum

including

ABU

pricing

in

addition

to

the

terms

of

the

Agreement

Failure

to

comply

with

the

terms

of

this

MasterCard

Account

Billing

Updater

Addendum

or

the

Agreement

may

result

in

suspension

of

ABU

service

and

all

other

payment

processing

services

Merchant

Security

Requirements

Merchant

must

comply

with

all

applicable

laws

such

as

data

protection

laws

including

gathering

specific

consent

of

Cardholders

for

processing

and

transfer

of

their

personal

data

if

applicable

Merchant

must

ensure

that

Cardholder

information

is

securely

stored

and

that

such

information

is

available

only

to

those

employees

of

Merchant

who

have

a

legitimate

business

need

and

authorization

to

access

the

information

Merchant

must

ensure

that

employees

who

have

access

to

Cardholder

information

are

aware

of

and

familiar

with

Merchants

policies

as

they

relate

to

the

use

of

such

information

and

related

personal

data

Merchant

must

delete

all

Account

Billing

Updater

files

with

Cardholder

information

after

use

to

minimize

the

likelihood

of

improper

access

to

or

use

of

the

data

Merchant

must

be

in

compliance

with

Payment

Card

Industry

Data

Security

Standards

at

all

times

Merchant

Participation

Requirements

Merchant

must

meet

MasterCard

Participation

Requirements

as

established

by

MasterCard

from

time

to

time

including

Merchant

must

be

a

US

acquired

merchant

Merchant

must

not

have

been

disqualified

from

participating

in

the

MasterCard

system

Merchant

must

be

in

compliance

with

MasterCard

Operating

Regulations

Merchant

must

have

a

valid

business

need

to

receive

updated

account

information

Merchant

must

comply

with

all

applicable

laws

and

regulations

Merchant

must

be

approved

by

MasterCard

for

participation

Merchant

will

promptly

notify

Processor

of

any

change

in

Merchants

Participation

Requirements

ABU

Merchant

Inquiry

Records

Merchant

must

be

registered

with

MasterCard

for

the

MasterCard

Billing

Account

Updater

program

before

merchant

can

submit

account

inquiries

The

MasterCard

Automated

Billing

Updater

application

will

identify

account

change

information

only

for

MasterCard

accounts

Merchant

must

submit

account

inquiries

in

the

Processorspecified

file

format

and

manner

Merchant

must

submit

inquiries

only

for

those

accounts

with

which

the

merchant

has

an

ongoing

customer

relationship

Merchant

may

not

subsequently

inquire

on

accounts

that

have

previously

returned

a

response

of

Closed

Account

At

this

time

only

MasterCardbranded

card

programs

are

included

in

this

service

Therefore

no

account

number

should

be

longer

than

digits

All

account

numbers

should

begin

within

the

range

of

through

Merchant

may

not

submit

ABU

inquiries

on

behalf

of

any

other

entity

ABU

Merchant

Response

Records

Merchant

will

update

Cardholder

account

data

within

ten

days

of

receipt

ABU

Pricing

Match

Fees

Merchant

will

pay

the

Processing

Fees

specified

in

the

Fee

Schedule

of

the

Application

which

is

assessed

on

a

per

match

basis

with

a

match

considered

to

be

any

of

the

following

responses

i

Account

Number

changes

includes

Issuer

Reason

Codes

R

B

and

P

ii

Expiration

Date

Changes

Issuer

Reason

Code

E

Enrollment

Fee

An

enrollment

fee

of

is

assessed

by

MasterCard

on

a

per

merchant

number

basis

Changes

Should

MasterCard

change

the

fee

structure

for

ABU

the

Processor

will

make

similar

changes

to

the

merchant

fee

structure

Patriot

Act

Notification

To

help

the

government

fight

the

funding

of

terrorism

and

money

laundering

activities

federal

law

requires

all

financial

institutions

to

obtain

verify

and

record

information

that

identifies

each

individual

or

business

who

opens

an

account

What

this

means

for

you

when

you

open

an

account

we

will

ask

for

your

name

address

date

of

birth

and

other

information

that

will

allow

us

to

identify

you

We

will

also

ask

to

see

your

drivers

license

andor

other

identifying

documents

Please

Review

items

and

below

SUPPORTING

DOCUMENTATION

MUST

BE

PROVIDED

Business

Identification

requires

Government

Issued

Business

License

showing

the

Identification

Number

Date

of

Issuance

Place

of

Issuance

and

the

Expiration

Date

Other

acceptable

Business

Identification

documents

include

Tax

Return

Corporate

Resolution

Articles

of

Incorporation

Partnership

Agreement

or

Business

Financial

Statements

Documentation

must

be

legible

to

clearly

show

the

required

information

listed

above

Click

here

to

view

Printer

Friendly

copy

of

the

above

documents

Disclosures

Disclosures

Merchant

Services

Processor

Processor

Name

Merchant

eSolutions

Processor

Address

Lenox

Road

Suite

Atlanta

GA

Customer

Service

Phone

Customer

Service

Email

helpmerchantesolutionscom

Application

Inquiry

Sales

Member

Bank

Acquirer

Information

Acquirer

Name

Wells

Fargo

Bank

Acquirer

Address

Montego

Walnut

Creek

CA

Phone

Important

Member

Bank

Acquirer

Responsibilities

The

Bank

is

the

only

entity

approved

to

extend

acceptance

of

Card

Network

products

directly

to

a

Merchant

The

Bank

must

be

a

principal

signer

to

the

Merchant

Agreement

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

The

Bank

is

responsible

for

and

must

provide

settlement

funds

to

the

Merchant

The

Bank

is

responsible

for

all

funds

held

in

reserve

that

are

derived

from

settlement

Important

Merchant

Responsibilities

Ensure

compliance

with

cardholder

data

security

and

storage

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