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Service Solicited - 2023 - BDS / CardConnect LLC / CivicRec - CardConnect LLC / DrivePayments / CivicRec Merchant Services Program Terms and Conditions (Program Guide) PREFACE Thank you for selecting us for your payment processing needs.Accepting numerous payment options provides a convenience to your customers,increases your customers' ability to make purchases at your establishment,and helps speed payment to your account. Your Merchant Processing Application will indicate the types of payments and Services you have elected to accept.These Program Terms and Conditions("the Program Guide")presents terms governing the acceptance of Visa®, Mastercard®,and Discover®Network Credit Card and Non-PIN Debit Card payments, PayPal®in-store Card payments,American Express®Card transactions and applicable Non-Bank Services. This Program Guide, your Merchant Processing Application and the schedules thereto (collectively, the "Agreement"), including, without limitation, the Interchange Qualification Matrix and American Express Program Pricing and one of the Interchange Schedules,as applicable to your pricing method as set forth in the Merchant Processing Application,contains the terms and conditions under which Processor and/or Bank and/or other third parties,will provide services. We will not accept any alterations or strike-outs to the Agreement and, if made,any such alterations or strike-outs shall not apply. Please read this Program Guide completely. You acknowledge that certain Services referenced in the Agreement may not be available to you. IMPORTANT INFORMATION ABOUT BANK'S RESPONSIBILITIES: Discover Network Card Transactions,PayPal in-store Card Transactions,American Express Card Transactions and other Non-Bank Services are not provided to you by Bank,but are provided by Processor and/or third parties. The provisions of this Agreement regarding Discover Network Card Transactions,PayPal in-store Card Transactions,American Express Card Transactions and other Non-Bank Services constitute an agreement solely between you and Processor and/or third parties. Bank is not a party to this Agreement insofar as it relates to Discover Network Card Transactions, PayPal in-store Card Transactions,American Express Card Transactions and other Non-Bank Services,and Bank is not responsible,and shall have no liability,to you in any way with respect to Discover Network Card Transactions,PayPal in-store Card Trans-actions, American Express Card Transactions and Non-Bank Services. OTHER IMPORTANT INFORMATION: Cards present risks of loss and non-payment that are different than those with other payment systems.In deciding to accept Cards,you should be aware that you are also accepting these risks. Visa U.S.A.,Inc.("Visa")Mastercard Worldwide("Mastercard"),DFS Services LLC("Discover Network"),PayPal,Inc.("PayPal")and American Express Company,Inc. ("American Express")are payment card networks that electronically exchange Sales Drafts and Chargebacks for Card sales and Credits. Sales Drafts are electronically transferred from banks(in the case of Mastercard and Visa transactions)or network acquirers(in the case of Discover Network and PayPal in-store Card transactions)that acquire them from merchants such as yourself through the appropriate Card Organization,to the Issuers.These Issuers then bill their Cardholders for the transactions.The Card Organizations charge the Acquirers interchange fees,pricing and/or assessments for submitting transactions into their systems.A substantial portion of the Discount Rate or Transaction Fees that you pay will go toward these interchange fees,pricing and assessments. In order to speed up the payment process,the Issuer transfers the funds back through the Card Organization to the Acquirer at approximately the same time that the Issuer receives the electronic Sales Drafts. Even though the payments under this system are made simultaneously, all payments made through the Card Organizations are conditional and subject to reversals and adjustments. Each Card Organization has developed Card Organization Rules that govern their Acquirers and Issuers and the procedures,responsibilities and allocation of risk for this process.Merchants are also bound by Card Organization Rules and applicable laws and regulations.The Card Organization Rules and applicable laws and regulations give Cardholders and Issuers certain rights to dispute transactions,long after payment has been made to the merchant,including Chargeback rights. We do not decide what transactions are charged back and we do not control the ultimate resolution of the Chargeback.While we can attempt to reverse a Chargeback to the Issuer,we can only do so if the Issuer agrees to accept it or the Card Organization requires the Issuer to do so after a formal appeal process. Sometimes,your customer may be able to successfully charge back a Card transaction even though you have provided your goods or services and are otherwise legally entitled to payment from your customer.While you may still be able to pursue claims directly against that customer,neither we nor the Issuer will be responsible for such transactions. You will be responsible for all Chargebacks and adjustments associated with the transactions that you submit for processing. Please refer to the Glossary for certain capitalized terms used in the Agreement, including this Preface(if not defined above).Capitalized terms not otherwise defined in the Agreement may be found in the Card Organization Rules. GenCP-WF-2602 PG 02.28.23 CONFIRMATION PAGE PROCESSOR INFORMATION: Name: Card Connect LLC Address: 1000 Continental Drive,Suite 300,King of Prussia, PA 19406 URL: Customer Service#: www.cardconnect.com 1-877-828-0720 Please read the Program Guide in its entirety.It describes the terms under which we will provide merchant processing Services to you. From time to time you may have questions regarding the contents of your Agreement with Bank and/or Processor or the contents of your Agreement with TeleCheck.The following information summarizes portions of your Agreement in order to assist you in answering some of the questions we are most commonly asked. 1. Your Discount Rates are assessed on transactions that qualify for certain 6. We have assumed certain risks by agreeing to provide you with Card reduced interchange rates imposed by Mastercard, Visa, Discover and PayPal. processing or check services. Accordingly, we may take certain actions to Any transactions that fail to qualify for these reduced rates will be charged an mitigate our risk, including termination of the Agreement, and/or hold monies additional fee(see Section 26 of the Program Guide). otherwise payable to you (see Card Processing General Terms in Section 31, 2. We may debit your bank account(also referred to as your Settlement Account) Term; Events of Default and Section 32, Reserve Account; Security Interest), from time to time for amounts owed to us under the Agreement. (see TeleCheck Solutions Agreement in Section 7),under certain circumstances. 3. There are many reasons why a Chargeback may occur.When they occur we 7. By executing this Agreement with us you are authorizing us and our Affiliates will debit your settlement funds or Settlement Account. For a more detailed to obtain financial and credit information regarding your business and the signers discussion regarding Chargebacks see Section 15 of the Your Payments and guarantors of the Agreement until all your obligations to us and our Affiliates Acceptance Guide or see the applicable provisions of the TeleCheck Solutions are satisfied. Agreement. 8. The Agreement contains a provision that in the event you terminate the 4. If you dispute any charge or funding,you must notify us within 60 days of the Agreement prior to the expiration of your initial three (3) year term, you will be date of the statement where the charge or funding appears for Card Processing responsible for the payment of an early termination fee as set forth in Part IV,A. or within 30 days of the date of a TeleCheck transaction. 3 under "Additional Fee Information" and Section 16.2 of the TeleCheck 5. The Agreement limits our liability to you. For a detailed description of the Solutions Agreement. limitation of liability see Section 28, 38.3,and 40.10 of the Card General Terms; or Section 17 of the TeleCheck Solutions Agreement. 9. Card Organization Disclosure Visa and Mastercard Member Bank Information:Wells Fargo Bank,N.A. The Bank's mailing address is P.O.Box 6079,Concord,CA 94524,and its phone number is 1-844-284-6834. Important Member Bank Responsibilities: Important Merchant Responsibilities: a. The Bank is the only entity approved to extend acceptance of Visa and a. Ensure compliance with Cardholder data security and storage requirements. Mastercard products directly to a merchant. b. Maintain fraud and Chargebacks below Card Organization thresholds. b. The Bank must be a principal(signer)to the Agreement. c. Review and understand the terms of the Merchant Agreement. c. The Bank is responsible for educating merchants on pertinent Visa and d. Comply with Card Organization Rules and applicable law and regulations. Mastercard rules with which merchants must comply; but this information may a. Retain a signed copy of this Disclosure Page. be provided to you by Processor. d. The Bank is responsible for and must provide settlement funds to the merchant. f. You may download"Visa Regulations"from Visa's website at:https//usa.visa com/damNCOM/download/about-visa/visa-rules-oublic.odf e. The Bank is responsible for all funds held in reserve that are derived from g. You may download"Mastercard Regulations"from Mastercard's website at settlement. www mastercard.us/content/dam/mccom/alobal/documentslmastercard-rules. f. The Bank is the ultimate authority should a merchant have any problems with adf Visa or Mastercard products(however, Processor also will assist you with any h. You may download"American Express Merchant Operating Guide"from such problems). American Express'website at:www americanexpress.com/us/merchant. Print Client's Business Legal Name: City of Eagle By its signature below, Client acknowledges that it has received the Merchant Processing Application, Program Terms and Conditions [version GenCP-WF- 2602_PG_02.28.23]consisting of 44 pages[including this Confirmation Page and the applicable Third Party Agreement(s)]. Client further acknowledges reading and agreeing to all terms in the Program Terms and Conditions. Upon receipt of a signed facsimile or original of this Confirmation Page by us,Client's Application will be processed. NO ALTERATIONS OR STRIKE-OUTS TO THE PROGRAM TERMS AND CONDITIONS WILL BE ACCEPTED. Client's Business Principal: Signature(Please si n below): Title Date Mayor[CEO] 9- 1 3- 20 2-') Please Print Name of Signer Jason Pierce TABLE OF CONTENTS Confirmation Page PART II: Duplicate Confirmation Page B.Card General Terms PART I:Card Services 22. Services 20 A.Your Payments Acceptance Guide 23. Your Payments Acceptance Guide; 20 Card Organization Rules and Compliance Part I-Gives you information about preparing to accept transactions 24. Settlement of Card Transactions 20 25. Exclusivity 20 1. Use of Payments Organizations'Brands 7 26. Fees;Adjustments;Collection of Amounts Due 20 2. Point of Sale(POS)Reminders 7 27. Chargebacks 21 3. Validating the Cards 7 28. Representations;Warranties;Covenants;Limitations on 21 4. Transaction Guidelines 8 Liability;Exclusion of Consequential Damages 5. Security 8 29. Confidentiality 22 6. TransArmor Services 8 30. Use Of Data 22 7. Debit Cards 8 31. Assignments 22 8. Electronic Benefit Transfer(EBT)Transactions 9 32. Term;Events of Default 22 9. Surcharging Requirements 9 33. Reserve Account;Security Interest 23 Part II-Gives you information about transaction types(including chargebacks 34. Financial and Other Information 23 and retrievals) 35. Indemnification 23 36. Special Provisions Regarding Non-Bank Cards 24 10. Authorizations 10 37. Special Provisions for Debit Card 24 11. Special Types of Transactions 10 38. Special Provisions Regarding EBT Transactions 25 12. Sales Drafts 11 39. Special Provisions Regarding Wireless Service 26 13. Refunds 11 40. Special Provisions Regarding Clover Security Plus 27 14. Exchanges 12 41. Special Provisions Regarding PayeezysM Gateway Services 29 15. Chargebacks,Retrievals and Other Debits 12 42. Special Provisions Regarding Main Street Insights Service 31 16. Suspect/Fraudulent Transactions 14 Terms and Conditions Part Ill-Gives you helpful information,and guidelines for specific industries 43. Special Provisions Regarding Clover Service 33 44. Special Provisions Regarding Clover Go Service 34 17. Lost/Recovered Cards 14 (Mobile Payments) 18. Retention of Records 14 45. Special Provisions Regarding Clover Care 34 19. Return of Equipment 14 46. Special Provisions Regarding Global ePricing Services 35 20. Timeframes 14 47. PCI Concierge Terms and Conditions 36 21. Additional Provisions for Specific Industries 15 48. Commercial Card Interchange Service. 36 Appendix 1-Additional Provisions For Wex And Voyager 15 49. Choice of Law;Venue;Waiver of Jury Trial 36 Appendix 2-Additional Provisions For American Express Transactions 16 50. Other Terms 36 Appendix 3- Special Provisions For Discover Network 18 51. Glossary 37 Appendix 4- Special Provisions For PayPal 19 Appendix 5- Special Provisions For Alipay 19 PART III:Third Party Agreements Telecheck Solutions Agreement 40 PART IV:Additional Important Information For Cards A.1. Electronic Funding Authorization 44 A.2. Funding Acknowledgement 44 A.3. Additional Fees and Early Termination 44 A.4. 6050W of the Internal Revenue Code 44 A.5. Addresses For Notices 44 PART I: CARD SERVICES A YOUR PAYMENTS ACCEPTANCE GUIDE •your address,including country; •the transaction security used on your website; Payment acceptance solutions are an essential part of your business,and we want •any applicable export or legal restrictions; to make accepting payments as simple as possible for you. •your identity at all points of interaction with the cardholder;and This part of the Program Guide (through Appendix 5), is the Your Payments •the date on which any free trial period ends. Acceptance Guide. It's your quick reference to some guidelines for initiating If you limit refund/exchange terms or impose other specific conditions for card sales, transactions and accepting payments.You'll also find recommendations and tips to you must clearly print(in 1/4"letters)the words"No Exchange, No Refund,"etc.on help you prevent fraud, reduce chargebacks, and properly handle payments, the sales draft. refunds, exchanges,and most other situations you'll encounter in your day-to day- During a liquidation or closure of any of your outlets, locations or businesses, you business.To help you navigate more easily and find the information you need when must post signs clearly visible to customers stating that"All Sales Are Final,"and you need it,we've organized this Section into three parts.At the end of the Section, stamp the sales draft with a notice that"All Sales Are Final." you'll also find information specific to processing 3.Validatingthe Cards W EX®, USBank®, Voyager®, American Express® Discover®, PayPal®, and Alipay cards payments. Keep in mind,though,these guidelines highlight only some of the Transactions where the cardholder is present-'Card Present'transactions Card Organization Rules that apply to your acceptance of payments. Please You must check the card if the cardholder is present at the point of sale; carefully read the Card Organization Rules for each Card brand you accept. •verify that the card is legitimate and valid; If you have questions about initiating transactions, accepting payments or any of •verify that the card is not visibly altered or mutilated; your other business services,please contact Customer Service at the number listed •capture card data using the POS device by inserting the card(chip card),swiping on your merchant services statement.Your Customer Service team is here to make the card(magnetic stripe),or tapping/waving the card(contactless). things easier so let us know what we can do to help. •ensure that the cardholder enters their PIN using the keypad if prompted or American Express www.americanexpress.com/us provides their signature unless you are participating in the No Signature Required /merchant or PINless programs; Discover Financial Services www.discovernetwork.com/merchants •verify the card's valid from date(if applicable)and the expiration date; •verify that the card number and expiration date on the card are the same as on the Mastercard Worldwide www.mastercard.us/content/dam transaction receipt and the number displayed on the POS device; /mccom/global/documents/mastercard- .verify that the name on the transaction receipt is the same as the name on the rules.pdf front of the card(if applicable);and Visa Inc. https://usa.visa.com/damNCOM •ensure that the cardholder appears to be the person shown in the photograph(for /download/about-visa/visa-rules-public. cards with a photograph of the cardholder). pdf Transactions where the cardholder is not present-'Card Not Present' PayPalt https://www.paypal.com/us/webapps transactions /mpp/accept-payments-online This section applies to any transaction where the cardholder is not present,such as mail,telephone,Internet and E-commerce. Part I You may only conduct Internet transactions if you have notified us in advance and The first step of a transaction actually begins before a customer even decides to received approval. make a purchase. This part of Your Payments Acceptance Guide reviews steps DO'S you'll need to take to ensure customers are informed of their payment options and •do obtain the card account number, name as it appears on the card, expiration understand the terms of sale. You'll also find tips and important reminders for date of the card,and the cardholder's statement address. validating cards in order to reduce the risk of fraud. Finally, specific procedures for •do use the Address Verification Service(AVS). If you do not have AVS, contact accepting debit and EBT payments are outlined. If you have questions about Customer Service immediately. anything discussed in this guide, please contact Customer Service at the number •do clearly print the following on the sales draft, and provide a copy to the located on your merchant services statement. cardholder at the time of delivery: —the last four digits of the cardholder's account number, 1 Use of Payments Organizations Brands —the date of transaction; DO'S —a description of the goods and services; •do prominently display relevant trademarks of the payments organizations at each —the amount of the transaction(including shipping,handling,insurance,etc.); of your locations,in catalogs,on websites and on other promotional material. —the cardholder s name,billing address and shipping address; •do only use the official trademarks of ours and of the payments organizations in —the authorization code; the official format. —your name and address(city and state required). DON'TS •do obtain proof of delivery of the goods or services to the address designated by •don't indicate that we or any payments organization endorses your goods or the cardholder or •do notify the cardholder of delivery time frames and special handling or services. cancellation policies. •don't use the trademarks of any payments organization after:your right to accept the cards of that payment organization has ended; or that payment organization •do ship goods within 7 days from the date on which authorization was obtained. If has notified you to stop using their trademarks. delays are incurred (for example, out of stock) after the order has been taken, •don't use the trademarks of ours or of the payments organizations in any way that notify the cardholder and obtain fresh authorization of the transaction. injures or diminishes the goodwill associated with the trademarks. • do use any separate merchant identification numbers provided to you for Internet orders in all your requests for authorization and submission of charges. •don't use our trademarks or the trademarks of the payments organizations in any • do provide at least 1 month's prior written notice to your acquirer of any change in manner, including in any advertisements,displays,or press releases,without our prioryour Internet address. written consent. For special rules applying to the treatment of the American Express brand, please DON'TS refer to Appendix 2. •don't exceed the percentage of your total payment card volume for Card Not Present sales,as set out in your application. 2 Point of Sale(POS)Reminders •don't submit a transaction for processing until after the goods have been shipped or the service has been provided to the cardholder-the only exception to this is Do clearly and conspicuously: where the goods have been manufactured to the cardholder's specifications and •disclose all material terms of sale prior to obtaining an authorization; the cardholder has been advised of the billing details. •at all points of interaction inform cardholders which entity is making the sales offer, •don't accept card account numbers by electronic mail. so that the cardholders can clearly distinguish you from any other party involved in •don't require a cardholder to complete a postcard or other document that displays the interaction;and the cardholder's account number in clear view when mailed or send any mailing to •disclose any discount/incentive/Surcharge for customers to pay with cash,check, a cardholder that displays personal information in clear view. credit card or debit card and so on.Any such discount/incentive must be offered to It is also recommended that, if feasible, you obtain and keep a copy on file of the all customers with no special treatment for any card brand or card issuing bank. cardholder's signature authorizing you to submit telephone and mail order If you accept orders via the Internet, your website must include the following transactions. information in a prominent manner: Address Verification Service(AVS)(and other fraud mitigation tools such as Verified •Disclose the existence and amount of any Surcharge as a merchant fee and by clearly alert consumers to the practice at the point of sale,both in store and online Visa®, Mastercard®Secure Code, Card Validation Codes and Card Identification) on every receipt. does not guarantee against chargebacks; but, if used properly, they assist you in •a complete description of the goods or services offered; reducing the risk of fraud by confirming whether certain elements of the billing •details of your(i)delivery policy; (ii)consumer data privacy policy;(iii)cancellation address provided by your customer match the billing address maintained by the policy;and(iv)returns policy; card issuing bank. AVS also may help you avoid incurring additional interchange •the transaction currency(US dollars,unless permission is otherwise received from expenses. AVS is a separate process from obtaining an authorization and will Servicers); provide a separate response. It is your responsibility to monitor the AVS responses •the customer service contact,including email address and telephone number; and use the information provided to avoid accepting high-risk transactions. GenCP-WF-2602 PG 02.28.23 7 If a disputed charge arises for a transaction conducted over the Internet or •do ensure that all third parties and software that you use for payment processing electronically,a chargeback may be exercised for the full amount. comply with the PCI DSS. For Discover Network transactions, please refer to Appendix 3 for the Discover •do deploy the data protection solution (including implementing any upgrades to Network protocol for Internet transactions. such service within a commercially reasonable period of time after receipt of such Customer-activated terminals and self-service terminals upgrades)throughout your systems including replacing existing card numbers on Transactions processed at customer-activated terminals and self-service terminals your systems with tokens. •do use the token instead of card numbers for ALL activities after you receive the have specific requirements for processing.You must contact Customer Service for authorization response, including settlement processing, retrieval processing, approval and further instructions before conducting customer-activated terminal transactions or self-service terminal transactions. chargeback and adjustment processing,and transaction reviews. •do ensure that any POS device,gateway or VAR is certified by us for use with the 4 Transaction Guidelines data protection solution. If you are uncertain whether your equipment is compliant, DO'S • contact a customer service representative at 866-359-0978. if you send or receive batch files containing completed card transaction •do only present for payment valid charges that arise from a transaction with a information to/from us,do use the service we provide to enable the files to contain bona fide cardholder. only tokens or truncated information. DON'TS •do use truncated report viewing and data extract creation within reporting tools •don't set a minimum transaction amount of more than$10 for any credit cards or provided by us. of any amount for debit cards or Alipay transactions. •do follow rules or procedures we give you periodically regarding your use of the •don't set a maximum transaction amount for any credit cards. data protection solution. •don't establish any special conditions for accepting a card. •do promptly notify us of a breach of any these terms. •don't make any cash disbursements or cash advances to a cardholder as part of a DON'TS transaction with the exception of the Discover Network Cash Over service. •don't retain full card numbers,whether in electronic form or hard copy. •don't accept any direct payments from cardholders for goods or services which •don't use altered version(s)of the data protection solution. have been included on a sales draft; •don't use,operate or combine the data protection solution or any related software, •don't require a cardholder to supply any personal information for a transaction(for materials or documentation, or any derivative works thereof with other products, example,phone number,address,driver's license number)unless(i)instructed by materials or services in a manner inconsistent with the uses contemplated in this the Voice Authorization Center;(ii)presented an unsigned card;or(iii)processing section. a Card Not Present transaction don't submit any transaction representing the refinance or transfer of an existing cardholder obligation which is deemed 7.Debit Cards uncollectible,for example,a transaction that has been previously charged back,or When accepting debit cards,you'll need to follow the specific requirements for each to cover a dishonored check. debit network,as well as,the general requirements set out in this section. •don't submit sales drafts or credit drafts transacted on the personal card of an DO'S owner, partner, officer or employee of your business establishment or of a guarantor who signed your application form,unless such transaction arises from a •do read the account number electronically from the magnetic stripe/chip for bona fide purchase of goods or services in the ordinary course of your business. transactions authenticated with a PIN. If the magnetic stripe/chip is unreadable, •don't carry out factoring,that is,the submission of authorization requests or sales you must request another form of payment from the cardholder. drafts for card transactions transacted by another business. DON'TS •don't process a credit card transaction in order to provide a refund on a debit card 5 Security transaction. You are responsible for maintaining the security of your POS devices and for •don't complete a debit card transaction without: instituting appropriate controls to prevent employees or others from submitting —entry of the PIN by the cardholder(and no one else);or credits that do not reflect bona fide returns or reimbursements of earlier transactions. —signature by the cardholder(and no one else) Please comply with the data security requirements shown below: Unless the transaction is a"no-signature*debit transaction or a"PlNless" PIN debit transaction specifically supported by the debit network. DO'S •do install and maintain a secure firewall configuration to protect data. •don't accept the PIN from the cardholder verbally or in written form. •do protect stored data, and do encrypt transmissions of data sent across open •don't manually enter the account number for PIN debit transactions. Signature /public networks, using methods indicated in the Payment Card Industry Data debit transactions may be key entered if you are unable to swipe,dip,tap,or wave Security Standard(PCI DSS)which is available at:www.pcisecuritystandards.orq. the card. •do use and regularly update anti-virus software and keep security patches up-to- The debit network used to process your debit transaction will depend upon,among date. other things,our own business considerations,the availability of the debit network at •do restrict access to data by business"need to know".Assign a unique ID to each the time of the transaction, and whether a particular debit card is enabled for a person with computer access to data and track access to data by unique ID. particular debit network. •do regularly test security systems and processes. The debit network used to route your transaction may or may not be the lowest cost •do maintain a policy that addresses information security for employees and network available.We may in our sole discretion: contractors. •use any debit network available to us for a given transaction(including any of our •do restrict physical access to cardholder information. affiliated PIN debit networks);and •do destroy or purge all media containing obsolete transaction data with cardholder •add or remove debit networks available to you based on a variety of factors information. including availability,features,functionality and our own business considerations. •do keep all systems and media containing card account,cardholder,or transaction YOU ARE RESPONSIBLE FOR SECURING YOUR POS DEVICES AND FOR information (whether physical or electronic)in a secure manner so as to prevent IMPLEMENTING APPROPRIATE CONTROLS TO PREVENT EMPLOYEES OR access by,or disclosure to any unauthorized party. OTHERS FROM SUBMITTING CREDITS AND VOIDS THAT DO NOT REFLECT •do use only those services and devices that have been certified as PCI-DSS BONA FIDE RETURNS OR REIMBURSEMENTS OF PRIOR TRANSACTIONS. compliant by the payment organizations. DON'TS You may offer cash back to your customers when they make a PIN debit card purchase.You may set a minimum and maximum amount of cash back that you will •don't use vendor-supplied defaults for system passwords and other security allow. If you are not currently offering this service, your POS device may require parameters. additional programming to begin offering cash back as long as it is supported by the •don't transmit cardholder account numbers to cardholders for Internet transactions. debit network. •don't store or retain card verification codes(a three digit code printed on the back You must reconcile your accounts for each location daily and notify us within 24 of most cards and a four digit code printed on the front of an American Express hours of any issues. card)after final transaction authorization. •don't store or retain magnetic stripe data, PIN data, chip data or AVS data-only An adjustment is a transaction that is initiated to correct a debit card transaction that cardholder account number,cardholder name and cardholder expiration date may has been processed in error. For signature debit transactions (including "no- be retained subsequent to transaction authorization. signature"debit transactions), both the cardholder and the card issuing bank have For Internet transactions, copies of the transaction records may be delivered to the right to question or dispute a transaction. If these questions or disputes are not cardholders in either electronic or paper format. resolved, a chargeback may occur. You are responsible for all adjustment and chargeback fees that may be charged by a debit network. n.TransArmor Services An adjustment may be initiated for many reasons,including: If you are receiving TransArmor services from us, the important DOs and DON'Ts •the cardholder was charged an incorrect amount,whether too little or too much; listed below apply to you: •the cardholder was charged more than once for the same transaction; DO'S •a processing error may have occurred that caused the cardholder to be charged •do comply with the payments organization rules,including PCI DSS. even though the transaction did not complete normally at the point of sale;or •do demonstrate and maintain your current PCI DSS compliance certification. •a cardholder is disputing the goods or services provided. Compliance must be validated either by a Qualified Security Assessor(QSA)with All parties involved in processing adjustments and chargebacks are regulated by corresponding Report on Compliance (ROC) or by successful completion of the timeframes that are specified in the operating rules of the applicable debit network, applicable PCI DSS Self-Assessment Questionnaire (SAQ) or Report on the Electronic Funds Transfer Act,Regulation E,and other applicable law. Compliance (ROC), as applicable, and if applicable to your business, passing quarterly network scans performed by an Approved Scan Vendor, all in accordance with payments organization rules and PCI DSS GenCP-WF-2602 PG 02.28.23 8 8. Electronic Benefit Transfer(EBT)Transactions EBT service provider in accordance with this section or otherwise fail to process the manual transaction in accordance with the Quest rules, except as specifically We offer electronic interfaces to Electronic Benefit Transfer(EBT)networks for the Provided in the Quest rules. processing, settlement and switching of EBT transactions initiated through the use 9.Surcharging Reyuirernents of a state-issued EBT card at your point of sale terminal(s)so that EBT recipients may receive EBT benefits. A"Surcharge"is an additional fee that you add to relevant transactions as permitted EBT benefits may comprise: by Card Organization Rules and applicable laws (together, "Applicable Laws"). •United States Department of Agriculture,Food and Nutrition Service(FNS), Merchants must receive prior approval from Processor before assessing a •Supplemental Nutrition Assistance Program(SNAP), Surcharge. •Women,Infants and Children Benefits(WIC Benefits),or If you participate in Surcharging the following terms and conditions apply: •Government delivered cash DO If you accept EBT transactions or provide EBT benefits: •Provide notice to the merchant's acquirer/card brands before beginning to DO'S Surcharge,as applicable based on card brand rules •do provide EBT benefits to EBT recipients in accordance with applicable law and •Disclose the existence and amount of any Surcharges on a stand-alone basis in the procedures set out in the Quest rules, in the amount authorized through your locations that the consumer is likely to see prior to committing to a transaction, terminal, upon presentation by an EBT recipient of an EBT card and such EBT including:signs or postings,webpages,advertising materials;catalogues or menus recipient's entry of a valid PIN. •Provide disclosures that are prominent and easily visible to customers •do use POS Terminals,PIN pad and printer or other equipment that meet required —Place disclosures prominently on websites and the information should appear,at standards(including those set out in the Quest rules)during your normal business a minimum,before proceeding to checkout,in addition to other pages hours and in a manner consistent with your normal business practices. —If a point-of-sale register is being used for the transaction ,the sign should be •do comply with the procedures set out in the Quest rules for authorization of EBT located near the register such that a customer would see it prior to initiating the benefits if your terminal fails to print EBT benefit issuance information as approved checkout process and validated as a legitimate transaction. —A customer would see it prior to initiating the checkout process •do provide a receipt for each EBT transaction to the applicable EBT recipient. —On a sign prominently near an entrance or other high-traffic part of the facility •do provide EBT benefits for EBT recipients from all states. —On a receipt,the disclosure must be broken out as its own line item,showing a •do notify us promptly if you plan to stop accepting EBT cards and providing EBT dollar amount and how that dollar amount is added into the total cost benefits or if you are unable to comply with this section or the Quest rules. •Use the word"Surcharge"to describe the fee,accurately reflect the reason for the •do adequately display any applicable state's service marks or other licensed Surcharge, and describe it as a Surcharge you are assessing for accepting marks, including the Quest marks, and other materials supplied by us in relevant transactions as permitted by Applicable Laws accordance with the standards set by the applicable state. •If the Surcharge is calculated as a percentage of the transaction amount,clearly •do use any marks only to indicate that EBT benefits are issued at your location(s). disclose in writing the dollar and cents amount of the Surcharge prior to •do maintain adequate cash on hand to issue EBT service provider authorized cash processing the charge. In the context of a card not present transaction,the dollar benefits. amount of the Surcharge must be disclosed prior to processing the transaction •do issue cash benefits to EBT recipients in the same manner and to the same .Provide full refunds for the exact dollar amount of the original transaction including extent cash is provided to your other customers. tax,handling charges,Surcharges DON'TS •For partial refunds relating to Surcharge transactions,the Surcharge amount must •don't accept EBT cards or provide EBT benefits at any time other than in be pro-rated compliance with this section or the Quest rules. DON'T •don't designate and direct EBT recipients to special checkout lanes restricted to .Do not Surcharge for debit, prepaid card, or other transactions as prohibited by use by EBT recipients unless you also designate and direct other customers to Applicable Laws special checkout lanes for debit cards, credit cards or other payment methods •Do not Surcharge on debit card transactions for which the cardholder using a debit such as checks other than cash. card chooses"credit"on the point of sale terminal •don't resubmit any EBT card transaction except as specifically permitted by the .Do not characterize the Surcharge in a way that suggests it is not being imposed applicable Quest rules and procedures. by the business itself(such as calling it"mandatory")or that it is being imposed •don't accept any EBT card for any purpose other than providing EBT benefits, solely to cover credit card costs including without limitation accepting an EBT card as security for repayment of any EBT recipient obligation to you. If you violate this requirement, you will be obligated to reimburse the state or us for any EBT benefits unlawfully received by either you or an EBT recipient to the extent permitted by law. •don't dispense cash for FNS,SNAP and WC Benefits. •don't disclose individually identifiable information relating to an EBT recipient or applicant for EBT benefits without prior written approval of the applicable state. •don't use the marks of any EBT service provider without prior written approval from such EBT service provider. •don't indicate that we,any state,or its EBT service provider endorse your goods or services. •don't require,or in your advertising suggest,that any EBT recipient must purchase goods or services from you as a condition to receiving cash benefits,unless such condition applies to other customers as well. You must take sole responsibility for the provision of any EBT benefits other than in accordance with authorizations received from the EBT service provider. If an authorized terminal is not working or the EBT system is not available: DO'S •do manually accept EBT cards and manually provide EBT benefits in the amount authorized through the applicable EBT service provider to the EBT recipients at no cost to the EBT recipients upon presentation by an EBT recipient of their EBT card. •do obtain an authorization number for the amount of the purchase from the applicable EBT service provider while the respective EBT recipient is present and before you provide the EBT recipient with any FNS, SNAP and WIC benefits, or cash benefits,as applicable. •do properly and legibly enter the specified EBT recipient, clerk and sales information, including the telephone authorization number, on the manual sales draft. •do clear all manual vouchers authorizations on your point of sale terminal within 14 days after the date of applicable voice authorization. If a voucher expires before it has been cleared by your terminal for payment, no further action can be taken to obtain payment for the voucher. DON'TS •don't attempt to voice authorize a manual EBT transaction if the EBT recipient is not present to sign the voucher. The EBT recipient must sign the voucher. You I must give a copy of the voucher to the EBT recipient at the time of authorization and retain one copy for your records. •don't re-submit a manual sales draft for payment for a transaction if you have not received an authorization number. •don't mail vouchers requesting payment. You must take sole responsibility for(and you will not be reimbursed in respect of)a manual transaction if you fail to obtain an authorization number from the applicable GenCP-WF-2602 PG 02.28.23 9 Third party authorization systems Part II If you have contracted to use one of our authorization services, you must not use This part of Your Payments Acceptance Guide reviews essential elements of a another third party authorization system without notifying Customer Service. transaction, including authorizations, issuing refunds and exchanges, and handling Otherwise,we will be unable to successfully research and defend any authorization special transactions like recurring payments. You'll also find information about related chargebacks on your behalf.This delay will significantly decrease your time chargebacks and processes to put in place to avoid chargebacks. Feel free to to research and provide proof of authorization, thus reducing your opportunity to contact Customer Service with any questions that arise as you review this reverse a chargeback. information. If you use another authorization network: 10.Authorizations •you will be responsible for the downgrade of any transactions to a higher cost interchange that result from any mismatch of information to our systems and those General of third party authorization networks. •You must obtain an authorization approval code from us for all transactions. •liability resulting from discrepancies with that network must be resolved between •A positive authorization response remains valid for the timeframe set out in section you and that network. We will not research chargebacks resulting from 20. authorization approval codes obtained from another authorization service •An authorization approval code only indicates the availability of funds on an organization.Such chargebacks will be passed through to you for resolution.If an account at the time the authorization is requested. It does not indicate that the authorization provided by a third party authorization system is challenged in a person presenting the card is the rightful cardholder, nor is it a promise or chargeback, you must obtain proof(for example, third party authorization logs) guarantee that you will not be subject to a chargeback or adjustment. from the authorization source and submit it to us within the time frame specified on •You must not attempt to obtain an authorization approval code from anyone other the chargeback documentation. than us, unless we have authorized you to use a third party authorization system Call the following for other card types, each of which is available 24 hours/day; 7 as set out in section 10. An authorization approval code from any other source days/week: may not be valid. American Express Direct 1-800-528-2121 •If you use Address Verification Services (AVS), you must review the AVS response separately from the authorization response and make your own decision JCB,International 1-800-522-9345 about whether to accept the transaction. A transaction may receive an (For YEN and CAD currency only) authorization approval code from the card issuing bank even if AVS is unavailable TeleCheck 1-800-366-5010 or reflects that the address provided to you does not match the billing address on Voyager 1-800-987-6589 file at the card issuing bank. 1 800 842-0071 •If you receive a referral response to an attempted authorization, for American WEX Express transactions you must not: You must enter manually all approved sales that have been authorized in this —submit the transaction without calling for and receiving a voice authorization;and manner as "post authorization" transactions into the terminal, once the terminal —attempt another authorization on the same card through your POS device. becomes operational. You must enter all credit transactions into the terminal for •You must not attempt to obtain multiple authorizations for a single transaction. If a data capture. If you receive a referral and subsequently receive an approval, you sale is declined,do not take alternative measures with the same card to obtain an may be subject to a chargeback.For specific procedures on electronic data capture, approval of the sale from other authorization sources. Instead, request another refer to the Terminal Operating Instructions/Users Guide. If the terminal form of payment. malfunctions for more than 24 hours, contact Customer Service for further •If you fail to obtain an authorization approval code or if you submit a card instructions on processing your transactions. transaction after receiving a decline (even if a subsequent authorization attempt Automated dispensing machines results in an authorization approval code), your transaction may result in a You must produce records for all transactions originating with automated dispensing chargeback and it may be assessed fines or fees by the payments organizations machines or limited amount terminals.Such records must include the last four digits for which you will be responsible. Fees currently range from $25 to $150 per of the cardholder account number, merchant's name,terminal location,transaction transaction. date, identification of transaction currency, transaction type (purchase), •You will be charged for a request for an authorization approval code (where authorization code,and amount. applicable),whether or not the transaction is approved. •For card present transactions, it is highly recommended that you use your For Discover Network transactions, please refer to Appendix 3 for instructions on electronic authorization device to swipe(magnetic stripe), tap/wave(contactless) how to cancel an authorization. or insert(chip)cards. For PayPal transactions, please refer to Appendix 4 instructions on how to cancel Card Not Present transactions an authorization. It is highly recommended that you obtain the three digit card verification code on the Partial authorization and authorization reversal back of the card(or the four digit verification code on the front of American Express Partial authorization provides an alternative to a declined transaction by permitting a cards) and that you include this code with each card not present authorization card issuing bank to return an authorization approval for a partial amount. This request unless the transaction is a recurring transaction. amount is less than the transaction amount requested because the available card For recurring transactions, submit the card verification code only with the first balance is not sufficient to approve the transaction in full.The cardholder is able to authorization request and not with subsequent authorization requests. use the funds remaining on the card to pay for a portion of the purchase and select For American Express Card Not Present transactions,please also refer to Appendix another form of payment(in other words, another payment card, cash, check)for 2 the remaining balance of the transaction. For Discover Network Card Not Present transactions, please also refer to Appendix •for Mastercard transactions,partial authorization is optional for batch authorized e- 3 commerce transactions, mail order, telephone order transactions and recurring PayPal and Alipay do not allow Card Not Present transactions. payment transactions. Authorization via telephone(other than terminal/electronic device users) •for Discover transactions, partial authorization support is optional for Card Not •You must call your designated Voice Authorization Toll Free Number and enter the Present transactions. If you support partial authorizations, a partial authorization authorization information into the VRU using a touch tone phone or hold for an indicator must be included in each authorization request authorization representative. You must submit an authorization reversal if the authorization is no longer needed,a •If the Voice Authorization Center asks you to obtain identification from the partial amount of the total authorized is submitted for the settled transaction,or the cardholder before issuing an approval code,you must clearly write the appropriate cardholder elects not to complete the purchase.The transaction sent for settlement identification source and numbers in the space provided on the sales draft. must be no more than the amount approved in the partial authorization response. If •If the Voice Authorization Center asks you to confiscate a card,do not take any you wish to support partial authorization functionality, you must contact Customer action that will alarm or embarrass the card presenter, and send the card to Service for additional rules and requirements. Rewards Department,P.O.Box 5019,Hagerstown,MD 21740.You may be paid a 11.Special Types of Transactions reward for the return of the card •If the sale return of the card. is declined, please remember that our operators are Payment by installments only relaying a message from the card issuing bank.The fact that a sale has been If a cardholder makes a deposit toward the full amount of the sale price and pays declined must not be interpreted as a reflection of the cardholder's the balance on delivery,please follow the procedures set out in this section. creditworthiness.You must instruct the cardholder to call the card issuing bank. DO'S Authorization via electronic devices •do execute two separate sales drafts and obtain an authorization for each sales •If you use an electronic terminal to obtain authorization approval codes,you must draft on each transaction date; obtain the authorization approval codes for all sales through this equipment. •do indicate on each sales draft: •If your terminal malfunctions, please refer to your Quick Reference Guide or call —whether it is for the deposit or the balance of payment;and the POS Help Desk.Please remember to check your terminal periodically because —the authorization date and approval code. most terminal problems are temporary in nature and are quickly corrected. •do submit and seek authorization of each delayed delivery transaction under the •If a terminal is moved or if wires are disconnected, causing malfunction, call the same merchant identification number and treat deposits on the card no differently POS Help Desk immediately and follow their instructions.You may be responsible than you treat deposits on all other payment products. for any service charges incurred for reactivation of the terminal. •do complete Address Verification for each"balance"authorization. •Until the terminal becomes operable, you must call your designated Voice •do obtain proof of delivery upon delivery of the services/merchandise purchased. Authorization Toll Free Number and enter authorization information into the VRU DON'TS using a touchtone phone. •don't submit sales data to us relating to the"balance"until the goods have been completely delivered or the services fully provided. GenCP-WF-2602 PG 02.28.23 10 If delivery occurs after the timeframes set out in section 20,you must obtain a new If the recurring transaction is renewed,you must obtain from the cardholder a new authorization for the unprocessed portion of the transaction prior to delivery. If the written request for the continuation of such goods or services to be charged to the transaction is declined,contact the cardholder and request another form of payment. cardholder's account. For example: On January 1,a cardholder orders$2,200 worth of furniture and you If you or we have terminated your right to accept cards, you must not submit receive an authorization for the full amount; however, only a $200 deposit is authorization requests or sales data for recurring transactions that are due after the processed leaving a $2,000 balance remaining on the furniture. An authorization date of such termination. reversal must be processed for$2,000. When the goods are available to ship, the For American Express transactions please also see Appendix 2. $2,000 transaction balance must be reauthorized. Stored payment credential transactions Advance payment charges If you store information(including,but not limited to,an account number or payment If you permit or require cardholders to make advance payment charges for the token) to process future purchases on behalf of the cardholder, follow the following types of goods or services, please follow the procedures set out in this procedures set out in this section. section: DO'S •custom orders(for example,orders for goods to be manufactured to a customer's •do include the appropriate data values: specifications); —when a payment credential is being stored for the first time, •ticketing for events or entertainment(for example,sporting events,or concerts); —is used to initiate a stored credential transaction, •tuition, room, board, and other mandatory fees (for example, library or other —or is used to identify an unscheduled credentials on file transaction. students services fees at universities); •do submit a valid authorization if an amount is due at the time the payment •tickets for airlines,rail lines,cruise lines,lodging,and other travel-related services credential is being stored. (for example,tours or guided expeditions);and •do submit an authorization verification if no payment is due at the time the •vehicle rentals;or payment credential is being stored. •in store merchandise not immediately available (for example, merchandise pre • - purchased for an upcoming sale event or merchandise on layaway) DON'TS For all advance payment transactions: •don't store a payment credential if either the first payment transaction or account verification is declined. •do state your full cancellation and refund policies; Card checks •do clearly disclose your intention to receive advance payment; If you accept card checks,you must treat checks from all the payment organizations •before you request an authorization,do obtain written consent from the cardholder that you accept equally (for example, if you accept Mastercard and American to bill the card for an advance payment charge; Express,your check acceptance policy must treat checks for both of these payment The cardholder's consent must include (1) a detailed description of the goods or organizations equally).You should handle these card checks like any other personal services to be provided,and(2)his or her agreement to all of the terms of the sale check drawn upon a bank in the United States. (including price,any cancellation or refund policies),and the expected delivery date of the goods or services; 12.Sales Drafts •do obtain an authorization approval; DO'S •do complete a sales draft:and •do prepare a sales draft for each transaction and provide a copy of the sales draft •if you cannot deliver the goods or services(for example,because custom-ordered or transaction receipt to the cardholder at the time the card transaction is merchandise cannot be fulfilled) and cannot make other arrangements, do completed. An exception is eligible transactions participating in any of the 'No immediately issue a credit for the full amount of the advance payment charge. Signature Required'programs. For Card Not Present transactions involving an advance payment: •do only collect transaction data provided directly to you by the cardholder. •do ensure that the sales draft contains the words"Advance Payment,";and •do include all of the following information on a single page document constituting •within 24 hours of the advance charge being authorized,do provide the cardholder the sales draft: with written confirmation (for example, by email or facsimile) that advance —the cardholder's account number; payment charge has been made, the written confirmation must include (1) a —cardholder's signature, unless you participate in any of the 'No Signature detailed description of the goods or services to be provided; (2)the amount of the Required' programs. Note: For the No Signature Required Programs, Visa, charge; (3) the confirmation number (if applicable); (4) the details of any Mastercard, Discover, and American Express do not require you to obtain cancellation or refund policies;and(5)the expected delivery date of the goods or signatures at the point-of-sale for credit and/or debit transactions unless required services. by local and/or state law; Recurring transactions —date of the transaction; If you process recurring transactions and charge a cardholder's account periodically —the total amount of the transaction, including any taxes to be collected, in the for recurring goods or services (for example, yearly subscriptions and annual approved currency of the sale; membership fees,etc.),please follow the procedures set out in this section. —description of the goods or services involved in the transaction—if there are too many items, combine them into one description; (for example, "clothing") to DO'Sa •do obtain cardholder approval for such goods or services to be charged on an ensure—deithatofl information is contained on a single page; ongoing basis to the cardholder's account.Approval must at least specify: —a valid n of your merchandise return and credit/refund policy; —a valid authorization code; —the cardholder's name,address,account number and expiration date, —Merchant's Doing Business As ("D/B/A") name and location (city and state —the transaction amounts, required) and merchant identification number. The merchant identification —the timing or frequency of recurring charges, number is optional but if provided for Discover, include only the last four digits; —the duration of time for which the cardholder's approval is granted, and for and Discover Network and PayPal transactions,the total amount of recurring charges to be billed DON'TS to the cardholder's account, (including taxes and tips) and your merchant •don't includembe the card copy of expiratione date draftor any h moreo prthovnide the last four digitsd . the identification number, card number in the of the sales which you provide to the cardholder. •when imprinting sales drafts you must not alter the cardholder accrnmt_number, •do obtain an authorization for each transaction. circle or underline any information on the sales draft or alter a sales draft in any •do include the recurring payment indicator in each authorization request, and as way after the transaction has been completed and signed. Stray marks and other applicable,each batch submission entry. alterations on a sales draft may result in it becoming unreadable or illegible •do indicate on the sales draft"Recurring Transaction" (or"P.O." for Mastercard If you are EMV enabled you may elect to participate in the No Signature Required transactions) programs. •for Discover Network and PayPal recurring transactions, do include a toll-free For the No Signature Required Programs,you are not required to: customer service number that the cardholder can call to cancel his/her approval for the recurring transaction or to obtain other assistance relating to the recurring •provide a transaction receipt,unless requested by the cardholder;or transaction. •obtain the cardholder's signature provided that you transmit the full track data/full •don't store a payment credential if either the first payment transaction or account chip card data in the authorization request regardless of the sale amount. verification is declined. 13.Refunds DON'TS •don't include partial payments for goods or services purchased in a single DO'S transaction. •do provide clear instructions to your customers regarding returns, including the •don't impose a finance charge in connection with the recurring transaction or following: preauthorized order. —customer service telephone number; •don't complete a recurring transaction after receiving a cancellation notice from the —reference number for the return; cardholder or card issuing bank or after a request for authorization has been —expected processing time for the credit; denied. —return address,preferably on a pre-formatted shipping label(if applicable). It is highly recommended that you obtain the three digit card verification code on the back of the card(or the four digit verification code on the front of American Express cards), include the number with the first authorization request. This is not required for subsequent authorization requests. A positive authorization response for one recurring transaction is not a guarantee that any future recurring transaction authorization request will be approved or paid. GenCP-WF-2602 PG 02.28.23 11 •do document your cancellation policy and terms and conditions on the contract the within the time frame set out in the notification. cardholder signs,or on your website,as applicable. Upon receipt of a transaction documentation request,you must immediately retrieve •do create a credit draft containing the following information for every refund: the requested sales draft(s)using the following guidelines: —the account number; •make a legible copy, centered on 8-1/2 x 11-inch paper(only 1 sales draft per —the cardholder's name; g —your name, city, state and merchant identification number. Merchant page); •write the'case number'from the request for transaction documentation on each identification number is optional but if provided for Discover only include the last 4 digits copy/page; —transaction •if applicable, make copies of a hotel folio, car rental agreement, mail/phone ape; /Internet order form,or other form of receipt; —a description of the goods or services; •if a credit transaction has been processed,make a copy of the credit draft; —the transaction date of the credit;the total amount of the credit;and •letters are not acceptable substitutes for sales drafts; —for Discover Network transactions, the approved currency used and the •fax or mail legible copies of the sales draft(s)and credit drafts,if applicable,to the signature of your authorized representative or employee. fax number or mail address provided on the request form; —for PayPal transactions,the approved currency used and the signature of your •if you fax your response, please(i)set your fax machine to print your fax number authorized representative or employee. and name on the documents that you send,and(ii)set the scan resolution on your •do submit all credit drafts to us within the timeframes set out in section 20; fax machine to the highest setting.We can use this information to help determine •do submit each credit under the establishment where the credit originated; where the documentation received originated from if additional research is •do provide full refunds for the exact dollar amount of the original transaction required, and the higher resolution setting improves the clarity of characters and including tax, handling charges, Surcharges and so on and in no circumstances graphics on the documentation transmitted and helps reduce the number of provide a refund amount for more than the original card sale amount; illegible fulfillments and chargebacks. For partial refunds relating to Surcharge transactions,the Surcharge amount must We strongly recommend that you also include a detailed rebuttal letter along with all be pro-rated pertinent documents when responding to a transaction request or a chargeback •do write clearly all amounts and other handwritten information-stray marks on the notification (for example, rental agreement, the portion signed by the cardholder; credit draft will render it illegible. and the area where the authorization codes,with amounts and dates,are located). •do ensure that the cardholder signs the credit draft, give the cardholder the appropriate copy,and deposit the credit draft immediately. If the information you provide is both timely and,in our sole discretion, sufficient to •do include the last 4 digits of the merchant identification number for Discover warrant a re-presentment of the transaction or reversal of the chargeback,we will do transactions. so on your behalf. However, a re-presentment or reversal is ultimately contingent DON'TS upon the card issuing bank and /or cardholder accepting the transaction under applicable payment organization guidelines. Re-presentment or reversal is not a •don't circle or underline any information on the credit draft. guarantee that the chargeback has been resolved in your favor. •don't credit an account that differs from the account used for the original transaction. If we do not receive a clear, legible and complete copy of the transaction •don't include the card expiration date or any more than the last four digits of the documentation within the timeframe specified on the request,you may be subject to card number in the copy of the credit draft which you provide to the cardholder. a chargeback for"non-receipt"for which there is no recourse. •don't give cash,check credit refunds or other consideration for card sales,with the If you do not dispute the chargeback within the time limits set by the payments exception of the following type of Visa transactions only: organization rules and regulations, you will forfeit your reversal rights. Our only —Visa Easy Payment Service Transaction or if EMV enabled and participating in alternative, which is available for Visa and Mastercard transactions only, is to Visa's'No Signature Required'program); attempt a"good faith collection"to the card issuing bank on your behalf for non- —the recipient of the gift is not the cardholder;or fraud chargeback reason codes. This process can take up to 6 months and must —Visa prepaid card transaction if the cardholder states that the Visa prepaid card meet the card issuing bank's criteria(for example,at or above a set dollar amount). has been discarded. Good faith collection attempts are not a guarantee that any funds will be collected •don't intentionally submit a sale and an offsetting credit at a later date solely for on your behalf.Card issuing banks normally charge good faith collection fees,which the purpose of debiting and crediting your own or a customer s account; are deducted from the transaction amount if accepted in addition to any processing •don't process a credit transaction after a chargeback has been received. fees that are charged by us. Your website must communicate your refund policy to your customers and require The card issuing bank may charge a handling fee which will be debited from your your customers to select a "click-to-accept" or other affirmative button to settlement account or settlement funds if a transaction documentation request acknowledge the policy. The terms and conditions of the purchase must be results from a discrepancy between the sales draft and the transmitted record displayed on the same screen view as the checkout screen that presents the total regarding any of the following: purchase amount,or within the sequence of website pages the cardholder accesses •the name of your business; during the checkout process. •the city,state,or country listed for your business; For American Express transactions,please also refer to Appendix 2. •the transaction date. Visa: If we reverse the chargeback and re-present the transaction to the card 14.Exchanges issuing bank, the card issuing bank, at its sole discretion, may elect to submit the For an even exchange, no additional paperwork is necessary and you may simply matter for arbitration before Visa. Visa currently charges a $250 filing fee and a follow your standard company policy. $250 review fee. Whether or not a decision is made in your favor, you will be For an uneven exchange, you must complete a credit draft, and follow the responsible for all such fees and charges and any other applicable fees and charges procedures outlined in section 12 for the total amount of the goods returned. The imposedorb Visa. Such fees and charges the will gbe debited from your settlement cardholder's account will be credited for that amount. Then, complete a new sales account settlement funds,in addition to chargeback. draft for the total amount of any new goods purchased. STAR : If we reverse the chargeback and re-present the transaction to the card issuing bank, the card issuing bank, at its sole discretion, may elect to submit the 15 Chargebacks. Retrievals and Other Debits matter for arbitration before STAR.Whether or not a decision is made in your favor, you will be responsible for all fees and charges relating to that arbitration and any Chargebacks Both the cardholder and the card issuing bank have the right to question or dispute other applicable fees and charges imposed by STAR.Such fees and charges will be debited from your settlement account or settlement funds, in addition to the a transaction. If such questions or disputes are not resolved, a chargeback may occur. You are responsible for all chargebacks, our chargeback fees and related chargeback. costs arising from your transactions. As a result, we will debit your settlement Mastercard: If we reverse the chargeback and re-present the transaction to the account or settlement funds for the amount of each chargeback. card issuing bank,the card issuing bank,at its sole discretion,may elect to resubmit Due to the short time frames and the supporting documentation necessary to the chargeback. In such event, at our discretion, we will debit your settlement successfully (and permanently) reverse a chargeback in your favor, we strongly account or settlement funds for the chargeback. However, if you feel strongly that it recommend that: is an invalid chargeback, we may, on your behalf and at your request, submit the matter for arbitration before Mastercard. Mastercard currently charges a$150 filing •you adhere to the guidelines and procedures outlined in this guide; fee and a$250 review fee.Whether or not a decision is made in your favor,you will •if you do receive a chargeback, investigate, and if you dispute the chargeback, be responsible for all such fees and charges, and any other charges imposed by submit the appropriate documentation within the required time frame; Mastercard.Such fees and charges will be debited from your settlement account or •whenever possible, contact the cardholder directly to resolve the dispute(except settlement funds,in addition to the chargeback. with respect to a Discover Network cardholder with whom direct contact regarding Discover Network:If Discover Network rejects our re-presentment request and you the dispute is prohibited by Discover Network Card Organization Rules);and feel strongly that the chargeback is invalid,we may, at our discretion and on your •if you have any questions,call Customer Service. behalf and at your request,submit the matter for dispute arbitration before Discover You must not process a credit transaction once a chargeback is received,even with Network.Discover Network charges Acquirers fees for re-presentment requests and cardholder authorization, as the credits may not be recoverable and you may be matters submitted to Discover Network for arbitration We, In turn, may charge you financially responsible for the credit as well as the chargeback. Instead, the card fees for these items. issuing bank will credit the cardholder's account. PayPal: If PayPal rejects our re-presentment request and you feel strongly that the Chargeback process chargeback is invalid, we may, at our discretion and on your behalf and at your If the card issuing bank submits a chargeback, we will send you a chargeback request, submit the matter for dispute arbitration before PayPal. PayPal charges notification,which may also include a request for transaction documentation.Due to Acquirers fees for re-presentment requests and matters submitted to PayPal for the short time requirements imposed by the payments organizations, it is important arbitration.We,in turn may charge you fees for these items. that you respond to a chargeback notification and transaction documentation request GenCP-WF-2602 PG 02.28.23 12 American Express:You may request a chargeback reversal if the chargeback was Recommendations to reduce the risk of chargeback Card Present applied in error, provided that(i)you have responded to the original inquiry within Transactions: the specified timeframe set out in your dispute notification, and (ii) you have •obtain an authorization for all transactions. provided all supporting documentation to substantiate the error. •for recurring transactions ensure customers are fully aware of the conditions: Alipay:Refer to appendix 5. —cancel recurring transactions as soon as notification is received from the Chargeback reasons cardholder or as a chargeback,and issue the appropriate credit as needed to the The following section outlines the most common types of chargebacks. This list is cardholder in a timely manner;and not exhaustive. Within each group,we have included recommendations on how to —notify the cardholder within 10 days (domestic) and 15 days (international) in reduce the risk of chargebacks. These are recommendations only, and do not advance of each billing,allowing the cardholder time to cancel the transaction. guarantee that you will eliminate chargebacks. —American Express customers have the option to receive written notification of Chargebacks due to authorization the recurring transaction at least(10) days prior to submitting, or any time the 9 charge amount exceeds a maximum amount that has been set by the cardholder. Description •if you are utilizing an electronic device to capture card data,swipe,dip or wave all Proper authorization procedures were not followed and valid authorization was not card transactions through your electronic authorization device to capture obtained. cardholder information.When applicable,ensure the displayed cardholder number Likely scenario matches the number on the card. •authorization not obtained. •You should avoid keying the card data into your electronic authorization device •authorization was declined. unless you are unable to capture the card data through one of the above methods. •transaction processed with an expired card and authorization was not obtained. If you do key the card data into your electronic authorization device, it is highly •transaction processed with an invalid account number and authorization was not recommended that you also key in the three or four digit verification code. obtained. If you are not participating in the No Signature program: •Card Recovery Bulletin (CRB) or Exception File was not checked (transactions below floor limit). •Obtain the cardholder signature for all transactions; ensure the signature on the Recommendations to reduce risk of chargeback sales draft matches the signature on the back of the card. •ectain validn authorization on the dayof the transaction. •Process all transactions one time and do not batch out transactions multiple times. •Educate staff on procedures to eliminate point of sale(POS)fraud. •if you receive the following responses: —decline-request another form of payment from the cardholder; Card Not Present Transactions: —referral-follow the voice procedures to obtain a valid authorization; •Ensure delivery of the merchandise or services ordered to the cardholder. —"Pick-up" -this means that the card issuing bank is asking for the card to be •Participate in recommended fraud mitigation tools: returned —Verified by Visa Program —you must not accept the card for payment and, in addition, you may retain the —Mastercard SecureCode card and send it to us so that we can arrange for its return to the card issuing —Address Verification Services(AVS) bank. —Use of card verification code •you must not exceed any predetermined thresholds for specific POS device types NOTE:While transactions utilizing these tools may still be disputed,the service may as specified by each payments organization. assist you with your decision to accept certain cards for payment. •you must ship goods within the timeframe set out in section 20, after you have •ensure you ship to the AVS confirmed address(bill to and ship to must match). obtained authorization. •obtain authorization for all transactions. Chargebacks due to cancellation and returns •ensure merchant descriptor matches the name of the business and is displayed Description correctly on the cardholder statement. Credit was not processed properly or the cardholder has canceled or returned items. •ensure descriptor includes correct business address and a valid customer service Likely scenario number. •Cardholder received damaged or defective merchandise. •please refer to Appendix 2 for American Express fraud mitigation tools. •Cardholder continued to be billed for canceled recurring transaction. Chargebacks due to cardholder disputes •Credit transaction was not processed. Description Recommendations to reduce risk of chargeback Goods or services not received by the cardholder, Merchandise defective or not as •issue credit to the cardholder on the same account as the purchase in a timely described. manner. Likely scenario •do not issue credit to the cardholder in the form of cash, check or in-store •Services were not provided or merchandise was not received by the cardholder. /merchandise credit as we may not be able to recoup your funds if the transaction •Cardholder was charged prior to merchandise being shipped or merchandise was is charged back. not received by agreed upon delivery date or location. •for recurring transactions ensure customers are fully aware of the conditions: •Cardholder received merchandise that was defective, damaged, or unsuited for —cancel recurring transactions as soon as notification is received from the the purpose sold, or did not match the description on the transaction cardholder or as a chargeback,and issue the appropriate credit as needed to the documentation/verbal description presented at the time of purchase. cardholder in a timely manner;and •Cardholder paid with an alternate means and their card was also billed for the —notify the cardholder within 10 days (domestic) and 15 days (international) in same transaction. advance of each billing,to allow the cardholder time to cancel the transaction. •Cardholder canceled service or merchandise and their card was billed. •provide proper disclosure of your refund policy for returned/canceled merchandise, •Cardholder billed for a transaction that was not part of the original transaction or services to the cardholder at the time of transaction. Card present, cardholder document. signed the sales draft containing disclosure. •Cardholder claims to have been sold counterfeit goods. •if applicable, the words "NO EXCHANGE, NO REFUND," etc. must be clearly •Cardholder claims the merchant misrepresented the terms of sale. printed in 1/4-inch lettering on the sales draft: Recommendations to reduce such risk of chargeback —Ecommerce,provide disclosure on your website on the same page as check out. •provide Services or Merchandise as agreed upon and described to the cardholder; Require the cardholder to click to accept prior to completion. clearly indicate the expected delivery date on the sales receipt or invoice. —Card Not Present,provide the cancellation policy at the time of the transaction. •contact the cardholder in writing if the merchandise or service cannot be provided •for any Travel&Entertainment(T&E)transaction,provide cancellation numbers to or is delayed,and offer the cardholder the option to cancel if your internal policies cardholders when the services are canceled. allow. •ensure delivery of the merchandise or services ordered to the cardholder. •if the cardholder received defective merchandise or the merchandise received was •participate in recommended fraud mitigation tools. not as described;resolve the issue with the cardholder at first contact. Chargebacks due to fraud •if the merchandise is being picked up by the cardholder, have them sign for the g merchandise after inspecting that it was received in good condition. Description •do not charge the cardholder until the merchandise has been shipped,according Transactions that the cardholder claims are unauthorized;the account number is no to the agreed upon terms, and a signed Proof of Delivery from the cardholder is longer in use or is fictitious,or the merchant was identified as"high risk." obtained. NOTE: For Visa transactions, to ensure that you preserve your chargeback rights, •if unable to provide services or merchandise, issue a credit to the cardholder in a you must: timely manner. •complete a retrieval request and provide a sales slip that contains all required data •accept only one form of payment per transaction. Ensure the cardholder is only elements;and billed once per transaction. •respond to all retrieval requests with a clear legible copy of the transaction •do not bill cardholder for loss, theft or damages unless authorized by the document that contains all required data elements within the specified timeframe. cardholder. Likely scenario •ensure that a description of the service or merchandise provided is clearly defined. •multiple transactions were completed with a single card without the cardholder's Chargebacks due to processing errors permission. Description •a counterfeit card was used and proper acceptance procedures were not followed. Error was made when transaction was processed or it was billed incorrectly. •authorization was obtained;however,full track data was not transmitted. Likely scenario •the cardholder states that they did not authorize or participate in the transaction. •the transaction was not deposited within the payments organization specified timeframe. GenCP-WF-2602 PG 02.28.23 13 •the cardholder was issued a credit draft. However,the transaction was processed •have"valid from"(effective)and"valid thru" (expiration)dates consistent with the as a sale. sale date? •the transaction was to be processed in a currency other than the currency used to We also recommend that you are vigilant for any cardholder who behaves as settle the transaction. follows,specifically in relation to prepaid cards: •the account number or transaction amount used in the transaction was incorrectly •frequently makes purchases and then returns the goods for cash; entered. •uses prepaid cards to purchase other prepaid cards; •a single transaction was processed more than once to the cardholder's account. •uses large numbers of prepaid cards to make purchases. •the cardholder initially presented the card as payment for the transaction. jewelry,However,the cardholder decided to use an alternate form of payment. Gift Cards, 1 ry, video, stereo, computer and camera equipment, shoes and •a limited amount or self-service terminal transaction was processed for an amount men's clothing are typically fraud-prone because they can easily be resold.Also be over the pre-determined limit. suspicious of high dollar amounts and transactions with more than one fraud-prone Recommendations to reduce risk of chargeback item,(for example,two laptops,three gold chains,etc.). •process all transactions within the payments organization specified timeframes. Part III •ensure all transactions are processed accurately and only one time. In this part of the guide you'll find helpful information about what to do if a card is left •if a transaction was processed more than once, immediately issue voids, at your business, how long you must retain copies of records, how to return transaction reversals or credits. •ensure that credit transaction receipts are processed as credits and sale equipment and important transaction timeframes. This is also where you'll find transaction receipts are processed as sales. additional guidelines for specific industries including: •ensure all transactions received a valid authorization approval code prior to •Lodging processing the transaction.Also obtain a legible magnetic swipe, dipped, tapped •Vending machines or waved sales draft that is signed. •Travel&Entertainment •do not alter transaction documentation or make any adjustments unless the •Telecommunications cardholder has been contacted and agrees to modifications of the transaction •Restaurants amount. •Petroleum •ensure limited amount,self-service and automated fuel dispenser terminals are set If you'd like additional information about anything you've read in Your Payments properly to conform to the predetermined limits. Acceptance Guide,please contact Customer Service. Chargebacks due to non-receipt of information 17.Lost/Recovered Cards Description Failure to respond to a retrieval request or the cardholder does not recognize the If a card is left behind and remains unclaimed, you should call the appropriate transaction. payment organization's Customer Service team via the number below and they will Likely scenario instruct you on how to handle it: •the transaction documentation was not provided to fulfill the retrieval request. Visa 1-800-336-8472 •the retrieval request was fulfilled with an illegible sales draft or was an invalid Mastercard 1-800-826-2181 fulfillment (incorrect sales draft or the sales draft did not contain required Discover 1-800-DISCOVER information that may include signature if you are not participating in the No (1-800-347-2683) Signature Required program). AMEX 1-800-992-3404 •the cardholder does not recognize or is unfamiliar with the transaction due to the merchant name or location not matching the name or location where the PayPal 1-877-569-1113 transaction took place. Recommendations to reduce such risk of chargeback 18.Retention of Records •provide a clear and legible copy of the sales draft that contains all required data You must securely retain legible copies of all sales drafts and credit drafts or any elements within the required timeframe that is specified on the retrieval request. other transaction records for the following periods: •ensure that the most recognizable merchant name, location and customer service Mastercard,Visa, and STAR: 13 months from the transaction date. 5 years for phone number is provided on all transactions. healthcare sales drafts and credit drafts. •retain copies of all transaction documentation for the required timeframe that is of longer Discover Network:thea specified by each payments organization. (i)365 days or( )the resolution of anypending or •develop efficient methods to retrieve transaction documentation to maximize ability threatened disputes, claims, disagreements or litigation involving the card to fulfill requests. transaction.You must also keep images or other copies of sales drafts for no less (, than 3 years from the date of the Discover Network transaction. 16 Suspect Fraudulent Transactions PayPal:the longer of CO(A)1 year from the transaction date,or(B)if the transaction If the card being presented or the behavior of the person presenting the card date was subject to dispute,2 years from the transaction date or(ii)the time period appears to be suspicious or you otherwise suspect fraud,you must immediately call required by applicable law. the Voice Authorization Center and ask to speak to a Code 10 operator.Answer all American Express: 24 months from the date on which you submitted the sales their questions and follow their instructions. draft or credit draft to us.You must provide all sales drafts and credit drafts or other While not proof that a transaction is fraudulent,the following are some suggestions transaction records requested by us within the shortest time limits established by to assist you in preventing fraudulent transactions that could result in a chargeback: payment organization rules. Does the cardholder: 19.Return of Equipment •appear nervous/agitated/hurried? To return point of sale (POS) equipment that you do not own, you must call •appear to be making indiscriminate purchases (for example, does not care how much an item costs,the size,etc.)? Customer Service for the address of the location to send the device. •make purchases substantially greater than your usual customer(for example,your You must include the following information in the shipping box: average transaction is$60,but this transaction is for$360)? •your name,address and phone number; •insist on taking the merchandise immediately(for example, no matter how difficult •the name of the person to contact if there are any questions; it is to handle,is not interested in free delivery,alterations,etc.)? •your merchant identification number;and •appear to be purchasing an unusual amount of expensive items or the same •the serial number of the POS device(found on the underside of the POS device). items? You must return the POS device in a manner that can be tracked. •take an unusual amount of time to sign the sales draft,or look at the back of the card as he signs? 20.Timeframes •take the card from a pocket instead of a wallet? Authorizations •repeatedly come back, in a short amount of time or right before closing time, to A positive(approved)authorization response remains valid for: make additional purchases? •seven(7)days for Mastercard electronic processed transactions; •cause an unusual,sudden increase in the number and average sales transactions •ten (10) days for Visa, Discover, and STAR electronic processed transactions over a one-to three-day period? subject to the following exception: •tell you he has been having some problems with his card issuing bank and request —thirty(30)days for Visa,Discover and PayPal,twenty(20)days for STAR for the that you call a number(that he provides)for a"special"handling or authorization? following Industries: •have a previous history of disputed charges? —car rental; [ •place orders to be shipped to an address other than the billing address, or use anonymous/free email domains? —airline and passenger railway; •place orders sent to zip codes or countries where you show a history of fraudulent —lodging; claims? —other Travel&Entertainment(T&E)categories. Does the card: •seven (7)days for American Express electronic processed transaction subject to •have characters the same size,height,style and all within alignment? the following exception: �; •appear to be re-embossed(the original numbers or letters may be detected on the —thirty(30)days for the Travel&Entertainment(T&E)industries. back of the card)? Delayed deliveries •have a damaged hologram? If delivery is more than: •have a Magnetic Stripe on the back on the card? •7 days(Mastercard,Visa,American Express,and STAR transactions);or •10 days(Discover Network and PayPal transactions); GenCP-WF-2602 PG 02.28.23 14 •After the initial authorization request, you must reverse the authorization for the and service charges; and (iv) other miscellaneous charges as dictated by unprocessed portion and obtain a new authorization for the remaining amount experience. before delivery. •if an authorization request is declined,no charges occurring after that date will be Refunds accepted for that cardholder. You must submit all credit transactions to us within 5 days of determining that a •you do not need to obtain a final authorization if the total sum of charges(the final credit is due. amount) does not exceed 20% of the previously authorized charges. You must record the dates,authorized amounts,and their respective authorization approval 21.Additional Provisions for Specific Industries codes on the sales draft(s). Merchants in the lodging industry Merchants operating vending machines There are additional rules and requirements that apply to merchants in the lodging For Mastercard, if you are operating vending machines under MCC 5499 industry for practices including guaranteed reservations and charges for no shows, (Miscellaneous Food Stores-Convenience Stores, Markets, Specialty Stores), you advance deposits, overbookings, and priority checkout. If you are a lodging need not provide a receipt at the time a transaction is conducted. However, if a merchant and wish to participate in the payment organization lodging services vending machine cannot provide a printed receipt, you must disclose and post programs, please contact your sales representative or relationship manager for instructions advising cardholders how a receipt may be obtained. details and the appropriate payments organization requirements. Telecommunication service providers You must provide the cardholder with written confirmation of a guaranteed You must contact Customer Service for approval and further instructions, rules and reservation.The confirmation must contain: requirements before conducting telecommunication transactions. •cardholder's name as it appears on the card,if present; Telecommunication card sales occur when a telephone service provider is paid •card number, truncated where required by applicable law to you or us and card directly using a card for individual local or long-distance telephone calls, with the expiration date if present,unless prohibited by applicable law to you or us; exception that prepaid telephone service cards are not and do not give rise to •reservation confirmation number; telecommunication card sales. •anticipated arrival date and length of stay; The petroleum industry •the cancellation policy in its entirety,inclusive of the date and time the cancellation For Visa, Mastercard, STAR, American Express, Discover, PayPal, and Alipay privileges expire;and transactions, merchants operating in the petroleum industry that conduct card sales •any other pertinent details related to the reserved accommodations. at Automated Fuel Dispensers(AFDs), may submit an authorization request for$1 If a cardholder requests a cancellation in accordance with your cancellation policy to verify the validity of the card presented. Under such circumstances, you must and specified time frames, you must provide the cardholder with a cancellation submit an authorization advice number and instructions to retain a record of it. message for the actual amount of the card sale within 60 minutes of completion of If a cardholder requests a written confirmation of the cancellation,you must provide fuel delivery regardless of whether you previously received a partial authorization this confirmation to the cardholder within 3 business days of such request. For the response or a positive authorization response for any other amount. If you do not purposes of this section,a"business day"means Monday through Friday,excluding complete the card sale following receipt of an approved authorization response for Bank holidays. any amount,a request to cancel the authorization request must be submitted within The cancellation confirmation must contain: 60 minutes of the completion of fuel delivery. •the cardholder's reference that charges were placed on the card,if applicable,or a APPENDICES guarantee that a"no-show"charge will not be placed on the card; •the cardholder's name as it appears on the card,if present; APPENDIX 1 •the card number,truncated as required by applicable law to you or us; ADDITIONAL PROVISIONS FOR WEX AND VOYAGER •the card expiration date, if present, unless prohibited by applicable law to you or WEX cards us;•the reservation cancellation number; If you participate in the WEX Full Service program, the following terms and •the date of cancellation; conditions will apply: •the name of your employee that processed the cancellation;and DO'S •any other pertinent information related to the reserved accommodations. •do provide,at your own expense,all equipment necessary to permit the electronic Pre-authorization for Travel&Entertainment(T&E)and restaurant merchants acceptance of the WEX cards, including the operation and maintenance of the If you are a business engaged in providing travel and entertainment services (for equipment,telecommunication link,and provision of all networking services. example,car rentals, hotels, motels, etc.)or a restaurant business,and engage in •do include in any request for authorization the following information: the practice of "pre-authorization" you must comply with the following general —WEX cardholder account number, procedures: —vehicle number, •a hotel,motel,or car rental merchant may obtain an estimated authorization at the —card expiration date, —driver identification number, time of check-in. —the amount of the transaction, •restaurants must not add an estimated tip amount to the authorization request —the date and time of the transaction, beyond the value of the goods provided,or services rendered,plus any applicable —the quantity of goods sold, unit price, and product code (the "authorization tax. Request Data"), •you must notify the cardholder of the dollar amount you intend to"Pre-Authorize". —an authorization number or other approval code from WEX for all manual WEX •if the customer decides to use another form of payment(for example,cash,check, card sales(in other words,sales facilitated by a card imprinter). etc.)you must promptly call the Voice authorization Response Unit to delete the product detail of each transaction is accurate including: authorization hold. Provide the cardholder's account number, original dollar • —the type do ensure that the theof s sold, amount and date of the transaction, and the authorization code. If a new —quantity of goods sold, transaction takes place,a new signed sales draft for the exact amount and a new —unita—qprivantity of goo deso dr gallon(if applicable), authorization code for that amount must be obtained. —taxes,and •VEHICLE RENTAL PROVIDERS MAY NOT INCLUDE POTENTIAL VEHICLE —any coupons presented. DAMAGE OR INSURANCE DEDUCTIBLES IN ANY PREAUTHORIZATIONS. •if you receive a decline on a transaction,you must wait 24 hours before attempting •do ensure that the product detail outlined equals the total amount of the sale when to reauthorize. If you reauthorize prior to this time frame and receive an approval, calculated (in other words, product quantity x unit price must equal the product you may be subject to a chargeback and a fine imposed by the payments amount.The sum of all product amounts including taxes minus any coupons must organizations. equal the total transaction amount). •hotels, motels,and car rental merchants are allowed up to a 15%variance above •do complete a WEX card sale only upon the receipt of an authorization approval the amount authorized. If the final amount charged to the cardholder exceeds the message. original estimate by more than 15% above the preauthorization, you must •do provide a copy of the receipt for a WEX card sales, upon the request of the authorize any additional amounts,and all incremental authorization codes must be cardholder,to the extent permitted by applicable law.The receipt must not include written in the authorization area along with the date of authorization and the the full account number or driver identification number. amount authorized. •do require the cardholder to sign a receipt when a WEX card sale is not completed •pre-authorization for certain establishments services, are allowed up to a 20% by an island card reader. (instead of 15%) variance above the amount authorized. If the final amount •do take all commercially reasonable efforts to protect manual WEX card sales data exceeds the amount"preauthorized" by more than 20%, you must authorize the from fraud or misuse. additional amount. Estimating the authorization amount to include a tip is •do securely maintain a record of all WEX card sales(including the authorization prohibited. The authorization request must include only the amount associated request data)for a period of one year.You must produce such records upon the with the bill presented to your customer. reasonable request of WEX. •you must obtain an authorization for the initial estimated charges and then monitor •do notify us of any errors contained in a settlement report within 45 days of receipt the charges to ensure that the actual charges made do not exceed the estimated of such report. We will not accept reprocessing requests for WEX transactions charges. If the actual charges exceed the amount of the initial estimated older than 90 days. authorization (and any subsequent estimated authorizations), then you must •do allow WEX to audit records, upon reasonable advance notice, related to the secure a positive authorization for the additional amount. Subsequent WEX Full Service. authorizations must only be for the additional amount of total charges, and must •do retransmit WEX card sales data when reasonably requested to do so. not include any amounts already authorized. DON'TS •the estimated amount of any pre-authorization for lodging accommodations must •Don't submit a WEX card sale for processing unless a WEX card is presented at be based on(i)the intended length of stay;(ii)the room rate;(iii)applicable taxes the time of the sale. GenCP-WF-2602 PG 02.28.23 15 •Don't accept a WEX card if an expired card/decline message is received. For additional guidelines on the use of the American Express marks,please contact •Don't submit a WEX card sale for processing until the goods have been delivered Customer Service. or services performed. Treatment of American Express cardholder Information •Don't accept a WEX card if it appears to be invalid or expired or there is Any and all cardholder information is confidential and the sole property of the card reasonable belief that the WEX card is counterfeit or stolen. issuing bank,American Express or its affiliates. Except as otherwise specified,you •Don't divide the price of goods and services purchased in a single WEX card sale must not disclose cardholder Information,nor use nor store it,other than to facilitate among two or more sales receipts. transactions at your establishments in accordance with the terms on which you are •Don't permit a WEX card sale when only partial payment is made by use of the authorized to accept American Express cards. WEX card and the balance is paid with another bank card. Authorization for Card Not Present transactions •Don't remove fuel tax at the point of sale is not permitted. For all payment system If you process a Card Not Present transaction you must obtain the following product codes that are taxable,the transaction dollar amount and price per gallon information: (PPG)must •contain the sum of the fuel cost and PPG inclusive of all applicable Federal,State, •the card number; County,Local and other fuel taxes. .the card expiration date; •the cardholder's name as it appears on the card; You acknowledge and agree that your sole remedies with respect to the WEX Full •the cardholder's billing address;and Acquiring services will be against us and not WEX, except to the extent that WEX •the delivery address if different from the billing address. In addition, for Internet knows of any fraud related to the WEX cards and fails to provide notice of such transactions you must: fraud or WEX commits fraud in respect to the WEX Full Acquiring Services. •use any separate merchant identification numbers(Seller ID)established for your Voyager cards Internet orders in all of your requests for authorization and Submission of charges; •You must check Fleet Cards for any printed restrictions at the point of sale. •provide us with at least one(1)month's prior written notice of any change in your •You must establish a fair policy for the exchange and return of merchandise. Internet address;and •You must promptly submit credits to us for any returns that are to be credited to a •comply with any additional requirements that American Express provides from Voyager cardholder's account. time to time. •You must not give any cash refunds to any Voyager card holder in connection with American Express has the right to chargeback for any Card Not Present transaction a sale,unless required by law. that the cardholder denies making or authorizing. However,American Express will In addition to the information set out in Section 12(Sales Drafts),you must include not chargeback for any Card Not Present transaction based solely upon a claim by a the following information on a single page document constituting the sales draft for cardholder that he or she did not receive the disputed goods if you have: Voyager transactions: •verified the address to which the goods were shipped was the cardholder's full •all authorization request data for Voyager card sales must include the following: billing address;and —Voyager cardholder account number, •provided proof of delivery signed by the cardholder or an authorized signer of the —card expiration date, card indicating the delivery of the goods or services to the cardholder's full billing —driver identification number;and address. —the amount of the transaction,date and time of the transaction, American Express will not be liable for actual or alleged fraudulent transactions over —quantity of goods sold,unit price,and product code(the"Authorization Request the Internet and will have the right to chargeback for those charges. Data"). If a disputed transaction arises involving a card not present transaction that is an •all manual Voyager card sales(in other words,sales facilitated by a card imprinter) Internet electronic delivery transaction, American Express may exercise a must include: chargeback for the full amount of the transaction and place you in any of its —the Authorization Request Data, chargeback programs. —an authorization number or other approval code from Voyager, Charge records(also known as'sales drafts') —the type of goods sold, quantity of goods sold, unit price/price per gallon (if For each transaction submitted: applicable),taxes,and —any coupons presented within the product. •electronically-you must create an electronically reproducible charge record;and •the product detail outlined must equal the total amount of the sale when •on paper-you must create a charge record containing all of the following required calculated,in other words: data: —product quantity x unit price must equal product amount. —full card number and expiration date,and if available,cardholder name; —the sum of all product amounts including taxes minus any coupons must equal —the date the transaction was incurred; the total transaction amount. —the amount of the transaction,which must be the total price for the purchase of goods and services(plus applicable taxes and gratuities)purchased on the card; You must not remove fuel tax at the point of sale. For all payment system product —the authorization approval; codes that are taxable,transaction dollar amount and price per gallon (PPG)must —a clear description of the goods and services purchased by the cardholder; contain the sum of the fuel cost and PPG inclusive of all applicable Federal, State, —the words "No Refunds" if you have a no refund policy, and your return and County,Local and other fuel taxes. cancellation policies;and If there is an increase of 15% or more compared to the previous month in the —the cardholder's signature (if a Card Present transaction and you are not number of Voyager transaction authorization calls that are not due to our or Voyager participating in the No Signature Program),or the words"telephone order,""mail system outages, we may, at our discretion, deduct telephone charges from the order," "Internet Order," or "signature on file," as applicable (if a Card Not settlement of your Voyager transactions.Fees will not exceed$0.25 per call. Present transaction). Settlement of Voyager transactions will generally occur by the fourth banking day In the charge record(and a copy of the customer's receipt)you must: after we process the applicable card transactions. We will reimburse you for the •include your return and cancellation policies;and dollar amount of sales you submit for a given day, reduced by the amount of •mask truncated card number digits with replacement characters such as"x,""""or chargebacks, tax exemptions, discounts, credits, and the fees set out in the "#,"and not blank spaces or numbers. Agreement You must notify us of any errors contained with the settlement reports If the cardholder wants to use more than one card for payment of a purchase,you within 30 calendar days of receipt of such report. Neither we nor Voyager will be may create a separate charge record for each card used.However,if the cardholder required to reimburse you for sales submitted more than 60 calendar days from the is using a single card for payment of a purchase,you must not divide the purchase date of purchase. into more than one transaction, and you must not create more than one charge For daily transmission of sales data,you must securely maintain true and complete record. records for a period of not less than 36 months from the date of the generation of Refunds the data.You may store records on electronic media,if secure.You are responsible To issue a refund you must: for the expense of retaining sales data records and sales drafts. •compare the last four digits on the charge record against the card presented APPENDIX 2 (when applicable); ADDITIONAL PROVISIONS FOR AMERICAN EXPRESS TRANSACTIONS •issue the credit in the currency in which the original transaction was submitted to us;and For merchants participating in the American Express OptBlue®Program,you should •issue the credit to the card used to make the original purchase. If the credit is for review the operating guide made available to you at www.americanexpress.com /merchantopguide. the return of a gift by someone other than the cardholder who made the original Treatment of the American Express marks purchase,you must apply your usual refund policy. Whenever payment methods are communicated to customers, or when customers If the cardholder indicates that the card on which the purchase was originally made is no longer active or available: ask what payments are accepted, you must indicate your acceptance of the American Express card and display the American Express marks (including any •for all cards except prepaid cards-advise the cardholder that you must issue the card application forms provided to you)as prominently and in the same manner as credit to that card;and if the cardholder has questions,advise him or her to call any other payment products. the customer service number on the back of the card in question;and You must not use the American Express marks in any way that injures or diminishes •for prepaid cards,do apply your usual refund policy for returns. the goodwill associated with the mark, nor (without our prior written consent) In the credit draft delivered to the cardholder you must mask truncated card number indicate that American Express endorses your goods or services. digits with replacement characters such as"x,""'"or"#,"and not blank spaces or You must only use the American Express marks as permitted. You must cease numbers. using the American Express marks upon termination of your acceptance of Your refund policy for card transactions must be at least as favorable as your refund American Express cards. policy for purchases made with other payment products or other payment methods. GenCP-WF-2602 PG 02.28.23 16 If you issue a credit,American Express will not refund the discount or any other fees then take the cheque and fold up the bottom right-hand corner so that you can or assessments previously applied on the corresponding transaction. The discount compare the original signature with the new one. on chargebacks will not be refunded. •if the signatures are not the same, or you have any questions regarding the Fraud mitigation tools validity of the cheque,call Customer Service. American Express offers fraud mitigation tools for both Card Present and Card Not •if you suspect that the travelers cheque may be fraudulent, verify that the cheque Present transactions to help verify that a transaction is valid. These tools help you is authentic by: mitigate the risk of fraud at the point of sale, but are not a guarantee that a —performing the smudge test.Turn the cheque over(non-signature side).Wipe a transaction is in fact valid or bona fide, or that you will not be subject to a moistened finger across the denomination. chargeback. For optimal use of the tools, please visit American Express' Fraud —on the right side of the cheque,the ink should not smudge. Prevention Information at:www.americanexpress.com/fraudinfo. —on the left side of the cheque,the ink should smudge. Recurring transactions —obtaining online Authorization at www.americanexpress com/verifyamexte. For recurring transactions you must offer the cardholder the option to receive written You are not required to obtain authorization before accepting a travelers cheque. notification for the recurring transaction(s)at least(10)ten days prior to submitting, High CV Merchants or any time the transaction amount exceeds a maximum amount that has been set You acknowledge that you will be converted from the American Express US by the cardholder.You must clearly and conspicuously disclose all material terms of Enhanced Acquisition Program to a direct card acceptance relationship with the option,including,if applicable,the fact that recurring billing will continue until the American Express if and when you become a 'High CV Merchant' in accordance option is canceled by the cardholder.If the material terms of the option change after with the American Express Card Organization Rules. As part of this submission of the first recurring transaction,you must promptly notify the cardholder acknowledgment you agree that upon conversion:(i)you will be bound by American in writing of such change and obtain the cardholder's express written consent to the Express'then-current agreement for card acceptance;and(ii)American Express will new terms prior to submitting another recurring transaction. set pricing and other fees payable by you for card acceptance. For recurring transactions you must: A "High CV Merchant" is a Program Merchant with Estimated Annual Charge •periodically verify with cardholders that their information (for example, card Volume (ECV) of greater than (i) United States currency (USD)$1,000,000 in the number, expiration date, billing address) is still accurate. This will improve the United States excluding Puerto Rico and the U.S. Virgin Islands or (ii) USD likelihood of obtaining an approval to an authorization request; $1,000,000 in Puerto Rico and the U.S.Virgin Islands.Where a Program Merchant •retain evidence of consent to receive updated card account information from the Prospect has more than one Establishment,then the ECV of(i)all Establishments card issuing bank for 24 months from the date you submit the last recurring operated under the same tax identification number (TIN) in a region shall be transaction. aggregated or(ii)all Establishments operated under different TINs but as a unified •ensure that your process for cancellation of recurring transactions is simple and business enterprise in a region shall be aggregated. For clarification purposes, a expeditious;and 'unified business enterprise'shall include Establishments that are owned,operated, •within 24 hours of incurring the first recurring billing transaction, provide the or affiliated to a single business entity. cardholder written confirmation (for example, email or facsimile) of such Marketing opt-outs transaction, including all material terms of the option and details of your You agree that when providing your contact information to us that you may receive cancellation/refund policy. messages from American Express, including important information about American If your recurring transaction amounts vary,you must offer the cardholder the right to Express products, services, and resources available to your business. These receive written notification of the amount and date of each recurring transaction: messages may be sent to the mailing address,phone numbers,email addresses or •at least ten(10)days before submitting each transaction;or fax numbers that you provide. If you provide a wireless phone number, you agree •whenever the amount of the transaction exceeds a maximum recurring transaction that you may be contacted at that number and the communications sent may amount specified by the cardholder. include autodialed short message service(SMS or"text") messages or automated For more information about processing prepaid cards: or pre-recorded calls.If you provide a fax number,you agree that you may be sent •call the customer service number on the back the card in question;or fax communications. American Express may otherwise use and share your •see American Express Card Organization oft Rules regarding "additional information for business purposes and as permitted by applicable law. American authorization Express uses reasonable administrative, technical and physical security measures Na Signaure requirements."Requred program to protect your information consistent with the sensitivity of the information. You may participate in the No Signature Required program under which you are not You may opt out of newsletters mor messages about products, services and required to request a signature from cardholders on the transaction record provided telephonesources for ilff a different forms bf communications anytio h by a contacting identifiedus, via inbound, orb that: telephone, email, facsimile, website and any other means by us, or by exercising the opt-out options that may be described or offered in emails, SMS •your business is classified in an industry that accepts in-person charges,with the messages, faxes or other communications. If you opt out, you may still receive exception of the following categories: messages from American Express regarding services and programs designed to —Merchants who do not conduct in-person charges(in other words, Internet, mail enhance the value of the American Express Network. order or telephone order). —prohibited merchants or prohibited transactions(or both)as defined in American Protecting American Express Card Member Information Express Card Organization Rules regarding"risk evaluation." These merchant data security requirements apply to all of your equipment,systems, high-risk Merchants (for example, Internet electronic services or nightclubs and networks on which encryption keys, cardholder data and/or sensitive /lounges) as defined in American Express Card Organization Rules regarding authentication data are stored,processed,or transmitted. "high risk merchants. —Merchants placed in our Fraud Full Recourse program. See American Express Standards for protection of cardholder data and sensitive authentication data Card Organization Rules regarding"chargeback programs". You must,and you must ensure that all of your employees,agents,representatives, •in relation to the transaction: subcontractors, processors, service providers, providers of point-of-sale equipment —the transaction amount must meet the threshold established in American or systems or payment processing solutions,and any other party to whom you may provide card member information access,will: Express'country specific policy. —the transaction must include the appropriate indicator to reflect that the card and •store American Express cardholder data only to facilitate transactions for your the Cardholder were present at the point of sale. acceptance of American Express cards; —the transaction must include a valid approval. •comply with the current version of the PCI DSS,no later than the effective date for implementing that version;and Under the American Express No Signature Required program,chargebacks will not •use, when deploying new or replacement PIN entry devices or payment be exercised for such charges based solely on your failure to obtain the cardholder's applications(or both),only those that are PCI-approved. signature at the point of sale. You must protect all charge records and credit records retained in accordance with If a disproportionate number of disputed charges under the No Signature Required these data security provisions. Program occur, you must cooperate to reduce the number of disputed charges. If You must use these records only for purposes of your acceptance of American such efforts fail,you may be placed in American Express chargeback programs,or Express cards and you must safeguard the records accordingly. your participation in the No Signature Required Program may be modified or terminated. Data incidents Travelers cheques If you discover a data incident,you must: Travelers cheques are available in various denominations and currencies. The •notify us immediately and in no case later than 24 hours after such discovery; denominations in US dollars range from$20 to$1000. •conduct a thorough forensic investigation of each data incident; this must be You must exercise caution when presented with a travelers cheque in a conducted by a PCI forensic investigator(PFI)if the data incident involves 10,000 denomination of$500 or greater. The higher denominated travelers cheques are or more unique card numbers(or otherwise at our request); rarely sold,and so more likely to be counterfeit. •promptly provide to us all compromised card numbers and the forensic To accept a travelers cheque, watch your customer countersign in the lower left investigation report of the data incident; corner of the travelers cheque,and compare the countersignature to the signature in •work with us to rectify any issues arising from the data incident, including the upper left corner of the travelers cheque. consulting with us about your communications to card members affected by the •if the signature and countersignature are a reasonable match(they look alike, but data incident and providing(and obtaining any waivers necessary to provide)to us may not be identical),you may accept the cheque and there is no need to obtain all relevant information to verify your ability to prevent future data incidents;and any identification. •at our request, provide validation by a qualified security assessor(QSA)that the •if you suspect that the countersignature may be false, or you did not watch the deficiencies have been remediated. customer countersign,ask your customer to turn the cheque over and sign again across the left-hand side(in the same manner one typically endorses a check); GenCP-WF-2602 PG 02.28.23 17 Forensic investigation reports must: Step 3-Send the validation documentation to Participant •include forensic reviews, reports on compliance,and all other information related Compliance and validation are completed at your expense. By submitting validation to the data incident; documentation to us, you represent and warrant to us that you are authorized to •identify the cause of the data incident; disclose the information contained in it and are providing the validation •confirm whether or not you were in compliance with the PCI DSS at the time of the documentation without violating any other party's rights. data incident:and Merchants not compliant with PCI DSS •verify your ability to prevent future data incidents by providing a plan for If you are not compliant with the PCI DSS,then you must: remediating all PCI DSS deficiencies. •complete and submit an AOC including "Part 4. Action Plan for Non-Compliant American Express has the right to disclose information about any data incident to Status"to us; card members, issuers, other participants on the American Express network, and •designate a remediation date,not to exceed twelve(12)months following the date the general public as required by applicable law, by judicial, administrative, or of the AOC,for achieving compliance;and regulatory order,decree, subpoena, request, or other process; in order to mitigate •provide us with periodic updates of your progress toward remediation under the the risk of fraud or other harm;or otherwise to the extent appropriate to operate the "Action Plan for Non-Compliant Status." American Express network. Non-validation fees and termination of right to accept cards Periodic validation of your systems We have the right to impose non-validation fees on you and terminate your right to You must take steps to validate under PCI DSS annually and quarterly the status of accept cards if you do not fulfill these requirements or fails to provide the mandatory your equipment,systems and networks(and their components)on which cardholder validation documentation to us by the applicable deadline. data and sensitive authentication data are stored,processed or transmitted. We will notify you separately of the applicable deadline for each annual and Step 1-Enroll in a compliance program quarterly reporting period. If we do not receive your mandatory validation You must submit applicable periodic validation documentation to us. Please contact documentation,then we have the right to terminate your right to accept cards and to us for more information regarding data security compliance requirements. impose non-validation fees on you. Step 2-Determine merchant level and validation requirements Periodic validation of level EMV merchants Most merchant levels are based on the volume of transactions submitted by Your merchant level may be classified as EMV if you submit 50,000 (or more) establishments.You will fall into one of the merchant levels specified in the following American Express card transactions per year, of which at least 75% are made by table: the card member with the physical card present at a point of sale system compliant with EMV specifications and capable of processing contact and contactless Merchant Definition Validation Requirement transactions on a chip-enabled device. Level documentation If you are classified as merchant level EMV, you may submit the annual EMV 1 2.5 million transactions or Annual on-site security Mandatory attestation(AEA)instead of other validation documentation,in which case you must more per year;or any assessment report and submit the AEA annually to us. Even if you fall into merchant level 1 or 2, if you are merchant that American quarterly network scan classified as merchant level EMV, you only need to submit the AEA, and not the Express otherwise deems other merchant level 1 and 2 validation documentation. a level 1 merchant The AEA involves a process using PCI DSS requirements that allows self- examination of your equipment, systems, and networks (and their components) 2 50,000 to 2.5 million Annual self-assessment Mandatory where cardholder data or sensitive authentication data (or both) are stored, transactions per year questionnaire(SAQ)and processed or transmitted. quarterly network scan The AEA must: 3 Less than 50,000 Annual SAQ and quarterly Strongly •be performed by you; transactions per year network scan recommended •be certified by your chief executive officer,chief financial officer,chief information security officer,or principal;and 3- Less than 50,000 Annual SAQ and quarterly Mandatory •certify that you meet the requirements for merchant level EMV. transactions per year and network scan designated a level 3 APPENDIX 3 merchant by American SPECIAL PROVISIONS FOR DISCOVER NETWORK Express DISCOVER NETWORK PROTOCOL FOR INTERNET TRANSACTIONS -As designated by American Express. Each Internet Discover Network card transaction accepted by you and submitted to American Express may require certain level 3 merchants to enroll in American us shall comply with Discover Network standards, including Discover Network Express'compliance program.Such merchants must enroll no later than ninety(90) standards governing the formatting,transmission and encryption of data,referred to days following receipt of such notice from us.All other level 3 merchants need not as the"designated protocol". submit validation documentation, but must comply with all other provisions of these You shall accept only those Internet Discover Network card transactions that are data security provisions. encrypted in accordance with the designated protocol. As of the date of these The validation documentation which you must send to us is as follows: procedures, the designated protocol for the encryption of data is Secure Socket Layer(SSL). Annual onsite security Annual self-assessment Quarterly network scans We may, at our discretion, withhold Settlement until security standards can be This is a onsite This is a process using quarterly network verified. However,the designated protocol,including any specifications with respect hisisexamination detailed your the PCI DSS self-s Thean is a processt workat to data encryption, may change at any time upon 30 days advance written notice. equipment,systems,f yourassessment scanremo slay s your You shall not accept any Internet Discover Network card transaction unless the and networks(and their questionnaire(SAQ)that intemet-connected transaction is sent by means of a browser that supports the designated protocol. components)where allows self-examination computer networks and AUTHORIZATIONS cardholder data or of your equipment, web servers for potential Card Not Present Transactions sensitive authentication systems,and networks weaknesses and For Discover Network Card Not Present transactions,you must also verify the name data(or both)are (and their components) vulnerabilities. and billing address of the Discover Network cardholder using the Address stored,processed,or where cardholder data or YOU MUST: Verification System(AVS). transmitted. sensitive authentication -ensure that the quarterly Discover Network procedure for request for cancellation of authorization YOU MUST: data(or both)are stored, network scan is If a Discover Network or PayPal card sale is canceled or the amount of the —ensure that the annual Processed,or performed by an transaction changes following your receipt of authorization for the sale, you must onsite security transmitted. approved scanning process an authorization reversal via your POS Device or, for voice-approved assessment is YOU MUST: vendor(ASV); authorizations,call your Authorization Center directly and request a cancellation of performed by(i)a —ensure that the SAQ is —complete and submit the the authorization.An authorization may be canceled at any time within 10 days of QSA,or(ii)you and performed by you and ASV scan report your receipt of the authorization,but must be canceled before the sales data relating certified by your chief certified by your chief attestation of scan to the transaction is submitted to us, after which the authorization cannot be executive officer,chief executive officer,chief compliance(AOSC)or changed. For an authorization cancellation, you must provide us with the following financial officer,chief financial officer,chief executive summary of information,in this order: information security information security findings of the scan(and •the Discover Network Merchant Number used in the authorization; officer or principal; officer or principal; copies of the full scan,on •the card number; —submit the AOC —submit the AOC section request)quarterly to us; •the original amount of the authorization being canceled; section of the SAQ of the SAQ annually to —ensure that the AOSC or •the new amount of the total transaction(if any); annually to us,and us,and include copies executive summary •the original authorization code for the authorization being canceled; include copies of the of the full SAQ upon certifies that(i)the •the expiration date of the card;and full SAQ upon request; request;and results satisfy the PCI •a brief reason for the authorization cancellation. and —ensure that the AOC of DSS scanning Discover Network Cash Over Transactions —ensure that the AOC the SAQ certifies procedures,(ii)no high Cash over transactions are only available for Discover Network. certifies compliance compliance with all risk issues are identified, with all requirements requirements of the PCI and(iii)the scan is of the PCI DSS. DSS. passing or compliant. GenCP-WF-2602 PG 02.28.23 18 You may issue cash over in connection with a Discover Network card sale,provided that you comply with the terms on which you are authorized to accept cards, including the following requirements: •you must deliver to us a single authorization request for the aggregate total of the goods/services purchase amount and the cash over amount of the card sale.You may not submit separate authorization requests for the purchase amount and the cash over amount; •the sales draft must include both the purchase amount and the cash over amount, and you may not use separate sales drafts for the purchase amount and cash over amount; •cash over may only be offered with a Card Present card sale that includes a purchase of goods or services by the cardholder.You must not issue cash over as a stand-alone transaction.If you offer cash over,you may require the total amount of a card sale with a credit product, including cash over, to meet a minimum transaction amount of up to$10.You must not assess or charge fees of any type or amount, including any surcharges, on cash over transactions. You must not include in cash over transactions any of the fees or charges applicable to cash advances; •cash over may not be dispensed in connection with credits,cash advances,or any card sale for which you are unable to electronically capture Track Data using the POS device;and •the maximum amount of cash that you may issue as cash over is$100. Cash over may not be available in certain markets. Contact us for further information. APPENDIX 4 SPECIAL PROVISIONS FOR PAYPAL PAYPAL DOES NOT PERMIT THE FOLLOWING TRANSACTION TYPES: PayPal does not permit intemet (ecommerce), mail order, manually key-entered, cash type transactions (including, cash over, cash advance or quasi cash transactions),or international/non-U.S.currency transactions. Contact us for further information related to these transaction types. AUTHORIZATIONS PayPal procedure for request for cancellation of authorization If a PayPal card sale is canceled or the amount of the transaction changes following your receipt of authorization for the sale,you must process an authorization reversal via your POS Device. PayPal Sublicense to Use PayPal Marks. You are prohibited from using the PayPal Marks, as defined below, other than as expressly authorized in writing by us."PayPal Marks"means the brands,emblems, trademarks, or logos that identify PayPal acceptance. You may use the PayPal Marks only to promote PayPal products, offers, services, processing and /acceptance. Your use of the PayPal Marks is restricted to the display of decals, signage, advertising, and marketing materials provided or approved by PayPal in writing pursuant to the process set forth in the PayPal Card Organization Rules.You are not permitted to use the PayPal Marks in such a way that PayPal Account Holders could believe that the products or services offered by you are sponsored or guaranteed by the owners of the PayPal Marks. You recognize that you have no ownership rights in the PayPal Marks. You are not permitted to assign to any third party any of the rights to use the PayPal Marks. You are prohibited from using the PayPal Marks, not permitted above, unless expressly authorized in writing by PayPal. APPENDIX 5 SPECIAL PROVISIONS FOR ALIPAY What is Alipay Alipay is a payment processing platform offering a variety of services to Chinese National consumers. Alipay offers consumers the ability to make payments using prepaid funds stored in a digital wallet account established between Alipay and the Alipay consumer. Alipay Services We will process payment transactions you submit under this Agreement that are initiated by consumers presenting their Alipay-branded electronic payment credentials as issued by the Alipay Payment Organization at your locations that accept Alipay. State Restrictions If you elect to accept Alipay services Processor may provide them to you in the States where legally permitted. Alipay Funding Schedule Alipay transactions are settled and funded in China Standard Time. Alipay recognizes certain days as Chinese National holidays which can cause funding delays.The holidays can be as long as 5 consecutive days.Authorizations are not impacted during these holidays. Refunds and Transaction Adjustments Alipay consumers have 90 days from the transaction date to request a refund.After 90 days,all refund requests will be declined. Merchants will receive notification and will have the authority to determine if they wish to process the refund or reject the request(in accordance with your stated policy(ies)and any applicable laws). GenCP-WF-2602 PG 02.28.23 19 PART II: B.CARD GENERAL TERMS 25.Exclusivity In addition to the preceding Your Payments Acceptance Guide,our Agreement with During the term of this Agreement,you shall use us as your exclusive provider of all you includes the following General Terms. If you fail to follow any of the provisions Services. of the Your Payments Acceptance Guide Procedures or General Terms, you may 26.Fees;Adjustments;Collection of Amounts Due incur certain liabilities and we may terminate our Agreement. 22.Services 26.1.In consideration of the Services provided by us, you shall be charged, and hereby agree to pay us any and all fees set forth in this Agreement(for the purposes Subject to Card Organization Rules, Services may be performed by us, our of clarity, this includes the Application and any additional pricing supplements or Affiliates, our agents, or other third parties we may designate from time to time in subsequent communications),all of which shall be calculated and payable pursuant connection with this Agreement. to the terms of this Agreement and any additional pricing supplements or 23.Your Payments Acceptance Guide; subsequent communications. Card Organization Rules and Compliance If a transaction fails to qualify for your anticipated interchange levels or you inadvertently or intentionally accept a transaction other than the type anticipated for You agree to follow all requirements of this Agreement in connection with each Card your account(including a different Card type), then, as applicable to your pricing transaction and to comply with all applicable Card Organization Rules, including method, you will be charged a higher interchange, Discount Rate or Non-Qualified without limitation, the data security requirements described in Part I, Section 5. Interchange Fee,as well any applicable surcharge for that transaction,all as further From time to time,we may amend the General Terms,by providing you with at least described in Section A.3 of Part IV of this Agreement and in the Application. With 20 days'prior written notice,and those provisions will be deemed incorporated into respect to inadvertent or intentional acceptance of a transaction other than the type this Agreement.However,for changes in the Card Organization Rules or for security anticipated for your account(including a different Card type),you will also be subject reasons, certain changes in Card procedures may become effective on shorter to payment to us of our then-current transaction fee(s)with respect to such Card and notice. If there are any inconsistencies between the General Terms and Your /or transaction and be liable, obligated and responsible under this Agreement for Payments Acceptance Guide, the General Terms will govern. You are responsible any such transaction to the same extent as you would be if it was of a Card type for staying apprised of all applicable changes to the Card Organization Rules and elected and approved. maintaining compliance with the Card Organization Rules. Card Organization Rules For more information on Visa's and Mastercard's interchange rates, please go to may be available on web sites such as Mto://usa.visa corn/merchants/merchant- www.visa.corn and www mastercard corn. support/intemational-operating-regulations.jso and htto://www mastercard.com/us 26.2.All authorization fees will be charged for each transaction that you attempt to /merchant/support/rules.html. authorize.All capture fees will be charged for each transaction that you transmit to These links may change from time to time us for settlement. If you are being billed a combined fee for both the authorization and capture of a transaction,the authorization and capture must be submitted as a 24.Settlement of Card Transactions single transaction,otherwise the authorization and the capture will each be charged 24.1.We will only be required to settle Card transactions for Card types specified in separately. You are responsible for utilizing software or services that will correctly your Application. Promptly after presentment of Sales Drafts pursuant to Your submit these transactions to achieve the combined billing. Payments Acceptance Guide,we will initiate a transfer of the applicable settlement 26.3.The fees for Services set forth in this Agreement are based upon assumptions associated with the anticipated annual volume and average transaction size for all funds to you. 24.2.Unless otherwise agreed to in writing to the contrary, all discount fees are Services as set forth in this Agreement and your method of doing business. If the deducted daily. All settlements for Visa, Mastercard, Discover Network, PayPal, actual volume or average transaction size are not as expected or if you significantly Alipay, and American Express Card transactions will be net of Credits, Summary alter your method of doing business, we may adjust your discount fee and Adjustments, applicable discount fees when due, Chargebacks and any other transaction fees without prior notice. amounts then due from you.We may also set off from any payments otherwise due, 26.4.The fees for Services set forth in this Agreement may(a)be adjusted to reflect any amounts owed to any of our respective Affiliates,whether or not arising out of or increases,or new fees imposed by Payments Networks,including without limitation, related to this Agreement. interchange, assessments and other Payments Network fees, or to pass through 24.3.All credits to your Settlement Account or other payments to you are provisional increases or new fees charged to us by other Persons related to the Services,or(b) and are subject to,among other things,our right to deduct our fees,our final audit, upon 30 days' notice to you and no more than once per calendar year during the Chargebacks(including our related losses), and fees, fines and any other charge Term, increase your fees by a percentage equal to the increase in the U.S. imposed on us by the Card Organizations as a result of your acts or omissions.You Department of Labor Consumer Price Index for All Urban Consumers over the most agree that we may debit or credit your Settlement Account for any deficiencies, current published 12 month period (or equal to the increase in the nearest overages,fees, pending Chargebacks and any other amounts owed to us or any of comparable data on changes in the cost of living over the same time period if such our respective Affiliates, or we may deduct such amounts from settlement funds or index is no longer published). All such adjustments shall be your responsibility to other amounts due to you from us,or our respective Affiliates.You further agree we pay and shall become effective upon the date any such change or addition is can offset any amounts owed to us or our Affiliates related to activity in other implemented by the applicable Payments Network or other Person as specified in accounts maintained in the name of or guaranteed by you, any of your principals, our notice to you. guarantors or authorized signors.Alternatively,we may elect to invoice you for any 26.5.Subject to Section 31.3,we may also increase our fees or add new fees for such amounts,net due 30 days after the invoice date or on such earlier date as may Services for any reason at any time, by notifying you thirty (30)days' prior to the effective date of any such change or addition. be specified. 24.4.We will not be liable for any delays in receipt of funds or errors in debit and 26.6.If you receive settlement funds by wire transfer,we may charge a wire transfer credit entries caused by you or any Person. fee per wire. 24.5.In addition to any other remedies available to us under this Agreement, you 26.7.To the extent the Automated Clearing House ("ACH") settlement process is agree that should any Event of Default(see Section 31.4)occur, we may,with or used to effect debits or credits to your Settlement Account, you agree to be bound without notice,change processing or payment terms and/or suspend credits or other by the terms of the operating rules of the National Automated Clearing House payments of any and all funds, money and amounts now due or hereafter to Association,as in effect from time to time.You hereby authorize us to initiate credit become due to you pursuant to the terms of this Agreement, until we have had and debit entries and adjustments to your account through the ACH network and/or reasonable opportunity to investigate such event. through direct instructions to the financial institution where your Settlement Account 24.6.You acknowledge and agree that transfers to and from the Settlement Account is maintained for amounts due under this Agreement and under any agreements shall be based on the account number and routing number supplied by you.We are with us or our respective Affiliates for any products or services, as well as for any not responsible for detecting errors in any Settlement Account information you credit entries in error. You hereby authorize the financial institution where your provide, including the account numbers and routing numbers, even if any of those Settlement Account is maintained to effect all such debits and credits to your numbers do not correspond to the actual account or financial institution identified by account.This authority will remain in full force and effect until we have given written name. notice to the financial institution where your Settlement Account is maintained that 24.7.This Agreement is a contract whereby we are extending financial all monies due under this Agreement and under any other agreements with us or accommodations to you within the meaning of Section 365(c)of the U.S.bankruptcy our respective Affiliates for any products or services have been paid in full.You are code.Your right to receive any amounts due or to become due from us is expressly solely responsible to inform us in writing if you want any fees or other adjustments to subject and subordinate to Chargeback, setoff, lien, security interest and our rights be debited from an account other than your Settlement Account. to withhold settlement funds under this Agreement,without regard to whether such 26.8.You agree to pay any fines imposed on us by any Card Organization resulting Chargeback, setoff, lien, security interest and the withholding of settlement funds from Chargebacks and all fees,fines and other charges imposed on us by a Card rights are being applied to claims that are liquidated,unliquidated,fixed,contingent, Organization with respect to your acts or omissions.You are also responsible for all matured or unmatured. fees, fines, and other charges imposed on us as a result of acts or omissions by 24.8.Agent Appointment. If applicable, by accepting Alipay, you non-exclusively your agents or third parties. appoint First Data Merchant Services, LLC ("FDMS")as your agent solely for the 26.9.If your Chargeback percentage for any line of business exceeds the estimated limited purpose of receiving settlement funds from Alipay on your behalf for the industry Chargeback percentage,you shall, in addition to the Chargeback fees and transactions submitted from your participating locations. You acknowledge that any applicable Chargeback handling fees or fines,pay us an excessive Chargeback payment of settlement funds to FDMS by Alipay constitutes full and final settlement fee for all Chargebacks occurring in such month in such line(s)of business. Each of such amounts payable to you by Alipay. estimated industry Chargeback percentage is subject to change from time to time by 24.9.Alipay services are provided solely by Processor, and the Bank has no us in order to reflect changes in the industry Chargeback percentages reported by performance obligations or liabilities of any nature in connection with Alipay. Visa,Mastercard,American Express,Discover Network,PayPal,or Alipay. GenCP-WF-2602 PG 02.28.23 20 Your Chargeback Percentage will be calculated as the larger of(a)the total Visa, covenant with, us, and with the submission of each Sales Draft reaffirm, the Mastercard,American Express, Discover Network, PayPal, and Alipay Chargeback following representations,warranties and/or covenants: items in any line of business in any calendar month divided by the number of Visa, 28.1.1.each Card transaction is genuine and arises from a bona fide transaction Mastercard,American Express, Discover Network, PayPal, and Alipay transactions permissible under the Card Organization Rules by the Cardholder directly with you, in that line of business submitted that month,or(b)the total dollar amount of Visa, represents a valid obligation for the amount shown on the Sales Draft,preauthorized Mastercard,American Express,Discover Network,PayPal,and Alipay Chargebacks order,or Credit Draft,and does not involve the use of a Card for any other purpose; in any line of business received in any calendar month divided by the total dollar 28.1.2.each Card transaction represents an obligation of the related Cardholder for amount of your Visa, Mastercard, American Express, Discover Network, PayPal, the amount of the Card transaction; and Alipay transactions in that line of business submitted in that month. 28.1.3.the amount charged for each Card transaction is not subject to any dispute, 26.10.In the event the State of Washington charges us business and occupation tax setoff or counterclaim; on the fees or amounts imposed by Card Organizations,interchange,and any other 28.1.4.each Card transaction amount is only for respective merchandise or services fees or assessments passed through to us associated with or charged to your (including taxes, but without any surcharge)sold, leased or rented by you pursuant transactions("Pass-Through Fees"),you will pay us an additional monthly fee equal to your business as indicated on the application and,except for any delayed delivery to the then current rate of that tax multiplied by all Pass-Through Fees for all of your or advance deposit Card transactions expressly authorized by this Agreement, that merchandise or service was actually delivered to or performed for the Cardholder locations in Washington State for that month. 26.11.You agree to promptly and carefully review your merchants statements or entering into that Card transaction simultaneously upon your accepting and other documents provided or made available to you (physically, electronically or submitting that Card transaction for processing; otherwise provided by Us or others) reflecting Card transaction activity, including, 28.1.5.with respect to each Card transaction,you have no knowledge or notice of activity in your Settlement Account. If you believe any adjustments should be made any fact, circumstance or defense which would indicate that such Card transaction with respect to your Settlement Account, you must notify us in writing within sixty is fraudulent or not authorized by the related Cardholder or which would otherwise (60)days after any debit or credit is or should have been effected or such shorter impair the validity or collectability of that Cardholder's obligation arising from that period as provided in the terms and conditions that govern such account. If you Card transaction or relieve that Cardholder from liability with respect thereto; notify us after sixty(60)days,we shall have no obligation to investigate or effect any 28.1.6.each Card transaction is made in accordance with these General Terms, adjustments.Any voluntary efforts by us to assist you in investigating such matters Card Organization Rules and Your Payments Acceptance Guide; shall not create any obligation to continue such investigation or any future 28.1.7.each Sales Draft is free of any alternation not authorized by the related investigation. Cardholder; 26.12.If you do not pay us all fees and any other amounts due under this 28.1.8.you have completed one Card transaction per sale;or one Card transaction Agreement within thirty (30) days of the date of our merchant statement or other per shipment of goods for which the Cardholder has agreed to partial shipments; statement setting forth the amount due,then we may,in our sole discretion,charge 28.1.9.you are validly existing, in good standing and free to enter into this you interest, for such time that the amount and all accrued interest remain Agreement; outstanding at the lesser of(i) 12% APR, or (ii) the maximum rate permitted by 28.1.10.each statement made on the Application or other information provided to us applicable law. in support of this Agreement is true and correct; 26.13.Other Debits.We may also debit your Settlement Account or your settlement 28.1.11.you are not doing business under a name or style not previously disclosed funds in the event we are required to pay Card Organization fees, charges,fines, to us; penalties or other assessments as a consequence of your sales activities. Such 28.1.12.you have not changed the nature of your business, Card acceptance debits shall not be subject to any limitations of time specified elsewhere in the practices, delivery methods, return policies, or types of products or services sold Agreement,including,without limitation the following,which we may add to or delete requiring a different MCC under Card Organization Rules, in a way not previously from this list as changes occur in the Card Organization Rules or our Your disclosed to us; Payments Acceptance Guide pursuant to Section 23: 28.1.13.you will use the Services only for your own proper business purposes and •Card Organization fees, charges, fines, penalties, registration fees, or other will not resell,directly or indirectly,any part of the Services to any Person; (NOTE: assessments including any fees levied against us or any amount for which you are Factoring is prohibited.) obligated to indemnify us. 28.1.14.you have not filed a bankruptcy petition not previously disclosed to us; •Currency conversion was incorrectly calculated. 28.1.15.you own and control the Settlement Account, and no third party security NOTE: For Discover Network transactions, you are not permitted to convert from interest or lien of any type exists regarding the Settlement Account or any Card your local Discover Network approved currency into another currency, nor may transaction. you quote the price of a transaction in U.S. Dollars if completed in another 28.1.16.you will not at any time during the term of this Agreement, or until all approved currency. amounts due under this Agreement have been paid in full, grant or pledge any security interest or lien in the Reserve Account, Settlement Account or transaction •Discount Rate not previously charged. •Reversal of deposit posted to your account in error. proceeds to any Person without our consent; •Debit for Summary Adjustment not previously posted. 28.2.THIS AGREEMENT IS A SERVICE AGREEMENT. WE DISCLAIM ALL •Reversal of Credit for deposit previously posted. REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO •Debit for Chargeback never posted to your account. YOU OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY •Debit for EDC Batch error fee. WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, •Card Organization Merchant Chargeback/fraud monitoring fees — excessive FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR Chargeback handling fees. OTHERWISE OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO •Failure of transaction to meet Member Controller Authorization Service("MCAS")— THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT Cardholder account number on exception file. LIMITATION,ANY SERVICES OR ANY GOODS PROVIDED BY A THIRD PARTY. •Original transaction currency(foreign)not provided. 28.3.IN NO EVENT SHALL WE OR OUR AFFILIATES OR ANY OF OUR OR •Travel Voucher exceeds maximum value. THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR •Debit and/or fee for investigation and/or Chargeback costs related to this SUBCONTRACTORS, BE LIABLE UNDER ANY THEORY OF TORT,CONTRACT, Agreement, or for costs related to our collection activities in an amount no less STRICT LIABILITY OR OTHER LEGAL THEORY FOR LOST PROFITS, LOST than$100.00. REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, •Costs arising from replacement or damage to equipment rented. SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF •Payment of current or past due amounts for any equipment purchase or rental. WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, •Incorrect merchant descriptor(name and/or city,state)submitted. REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR •Incorrect transaction date submitted. WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE •Shipping and handling fees. POSSIBILITY OF SUCH DAMAGES. CLIENT ACKNOWLEDGES AND AGREES •Costs or expenses associated with responding to any subpoena, garnishment, THAT PAYMENT OF ANY EARLY TERMINATION FEE OR LIQUIDATED levy or other legal process associated with your account in an amount no less than DAMAGES AS PROVIDED ELSEWHERE IN THIS AGREEMENT SHALL NOT BE $150.00. PROHIBITED BY THIS PARAGRAPH. 26.14.In the event the State of Washington charges us business and occupation tax 28.4.NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE on the fees or amounts imposed by Payment Networks, interchange,and any other CONTRARY (INCLUDING BUT NOT LIMITED TO SECTIONS 29.5 or 34), OUR fees or assessments passed through to us associated with or charged to your CUMULATIVE LIABILITY FOR ALL LOSSES,CLAIMS,SUITS,CONTROVERSIES, transactions(Pass-Through Fees),you will pay us an additional monthly fee equal BREACHES OR DAMAGES FOR ANY CAUSE WHATSOEVER(INCLUDING, BUT to the then-current rate of that tax multiplied by all Pass-Through Fees for all of your NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED TO THIS locations in Washington State for that month. AGREEMENT), REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, SHALL NOT EXCEED, (I) $50,000; OR (II) THE AMOUNT OF FEES RECEIVED 27.Chargebacks BY US PURSUANT TO THIS AGREEMENT FOR SERVICES PERFORMED IN 27.1.You shall be responsible for reimbursing us for all transactions you submit that THE IMMEDIATELY PRECEDING 12 MONTHS,WHICHEVER IS LESS. are charged back.See Your Payments Acceptance Guide for additional information 28.5.NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE regarding Chargebacks and Chargeback procedures. CONTRARY, OUR LIABILITY FOR ANY DELAY IN FUNDING TRANSACTIONS 27.2.You shall reimburse us for any Chargebacks, return items, or other losses TO YOU FOR ANY REASON,OTHER THAN FOR ANY REASON DESCRIBED IN resulting from your failure to produce a Card transaction record requested by us SECTIONS 24.4 AND 24.6,WILL BE LIMITED TO INTEREST COMPUTED FROM within the applicable time limits. THE DATE THAT YOU SUBMIT THE TRANSACTION TO THE DATE THAT WE FUND THE TRANSACTION AT THE RATE OF THE FEDERAL FUNDS AS SET BY 28 Representations:Warranties:Covenants:Limitations on THE FEDERAL RESERVE BANK OF NEW YORK, NEW YORK, FROM TIME TO Liability. Exclusion of Consequential Damages TIME,LESS ONE PERCENT(1%). 28.1.Without limiting any other warranties hereunder,you represent,warrant to and 28.6.NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,BANK IS NOT RESPONSIBLE,AND SHALL HAVE NO LIABILITY,TO GenCP-WF-2602 PG 02.28.23 21 YOU IN ANY WAY WITH RESPECT TO NON-BANK SERVICES telecommunications provider utilized by Client, as necessary to investigate any allegation of fraud,suspected fraud or other actual or alleged wrongful act by Client 29.Confidentiality in connection with the Services. 29.1.Unless you obtain written consents from us and each applicable Card 30.Use Of Data Organization, Issuer and Cardholder, you must not use, disclose, store, sell or disseminate any Cardholder information obtained in connection with a Card 30.1.You consent to us retaining, using, combining,disclosing or sharing Data: (1) transaction (including the names, addresses and Card account numbers of to provide, develop, improve, modify or offer the Services or other similar services Cardholders) except for purposes of authorizing, completing and settling Card for you or other clients, (2) for analytics, or(3) for fraud prevention (collectively, transactions and resolving any Chargebacks, Retrieval Requests or similar issues Permitted Purposes). We may continue to use or share the Data for the Permitted involving Card transactions,other than pursuant to a court or governmental agency Purposes following termination of this Agreement. We will also use a consumer's request, subpoena or order. You shall use proper controls for and limit access to, Data as agreed by consumers. Data means information about you,your customers, and render unreadable prior to discarding, all records containing Cardholder their transactions, or financial information covered by this Agreement. We will not account numbers and Card imprints. You may not retain or store Magnetic Stripe identify you to another client except as instructed by you. data or Card Validation Codes after a transaction has been authorized. If you store 30.2.In the course of providing Services, we may collect information relating to any electronically captured signature of a Cardholder, you may not reproduce such activities on your network, including network configuration, TCP/IP packet headers signature except upon our specific request. and contents, log files, malicious codes, and Trojan horses. We retain the right to 29.2.You acknowledge that you will not obtain ownership rights in any information use this information or aggregations of this information, in addition to the relating to and derived from Card transactions. Cardholder account numbers, Transaction Data,for any reasonable purpose. personal information and other Card transaction information, including any 30.3.You agree that we may obtain relevant information from any applicable databases containing such information,may not be sold or disclosed to a Person as telecommunications provider you utilize, as necessary to investigate any allegation an asset upon a bankruptcy, insolvency or failure of Client's business. Upon a of fraud, suspected fraud or other actual or alleged wrongful act by you in bankruptcy, insolvency or failure of Client's business, all Card transaction connection with the Services. information must be returned to Servicers or acceptable proof of the destruction of all Card transaction information must be provided to Servicers. 31.Assignments 29.3.You will treat this Agreement, the Card Organization Rules and any 31.1.Any transfer or assignment of this Agreement by you,without our prior written information supplied or otherwise made accessible by us or our agents as consent, by operation of law or otherwise, is voidable by us.Any transfer of voting confidential,including without limitation, (i)information about the products,services, control of you or your parent shall be considered an assignment or transfer of this operations, procedures, customers, suppliers, sales, pricing, business plans and Agreement. Furthermore, you shall indemnify and hold us harmless from all marketing strategies of Servicers, their respective Affiliates and the customers, liabilities, Chargebacks, expenses, costs, fees and fines arising from such clients and suppliers of any of them; (ii) any scientific or technical information, transferee's or assignee's Submission of Card transactions to us for processing.For design, process, procedure,formula,or improvement that is commercially valuable purposes of this Section 30, any transfer of voting control shall be considered an and secret in the sense that its confidentiality affords Servicers a competitive assignment or transfer of this Agreement. advantage over its competitors; and (iii) all confidential or proprietary concepts, 31.2.The payment Services provided by us require access to a single bank account documentation,reports,data,specifications,computer software,source code,object in which we may initiate both credits and debits. You may not enter into any code, flow charts, databases, inventions, know-how, show-how and trade secrets, agreement that would require, in any circumstance or event, the transfer of any whether or not patentable or copyrightable and will not disclose the same to any payments or proceeds from Card transactions covered by this Agreement to the third parties,provided,however,that these restrictions do not apply to information: custody or control of any Person.You may not assign any rights, including the right (a)rightfully obtained on a non-confidential basis from a Person and your agents and of payment under this Agreement,to any other person. In the event that you make representatives, which Person was not subject to a duty of confidentiality, (b) an assignment (or provide a security interest) of receivables covered by this rightfully and independently known by you on a non-confidential basis prior to its Agreement, then we may, at our option, elect to (a) refuse to acknowledge such disclosure or(c)generally available to the public other than through any disclosure assignment unless accompanied by an Authorization to both initiate debits or credits by or fault of you,your agents or representatives. to the bank account of the assignee, (b)terminate this Agreement immediately, or 29.3.1.Our confidential information shall be used by you only to exercise your rights (c)charge for any transfers that we are called upon to make manually to fulfill such and to perform your obligations hereunder. Client shall receive our confidential an assignment at the rate of$100 per transfer. information in confidence and not disclose the confidential information to any third 31.3.Another Visa and Mastercard member may be substituted for Bank under party,except as may be agreed upon in writing by us. Client shall safeguard all of whose sponsorship this Agreement is performed with respect to Visa and our confidential information using a reasonable degree of care,but not less than that Mastercard transactions. Upon substitution, such other Visa and Mastercard degree of care used by it in safeguarding its own similar information or material. member shall be responsible for all obligations required of Bank for Visa and Upon request by us or upon termination of this Agreement,Client shall return to us Mastercard transactions, including without limitation, full responsibility for its Card or destroy all of our confidential information in its possession or control. program and such other obligations as may be expressly required by applicable 29.3.2.The obligations of confidentiality and restrictions on use in this Section shall Card Organization Rules. not apply to any confidential information that:CO was in the public domain prior to the Subject to Card Organization Rules,we may assign or transfer this Agreement and date of the Agreement or subsequently came into the public domain through no fault our rights,duties and obligations hereunder and/or may delegate or subcontract our of Client;(ii)was received from a third party free of any obligation of confidence of rights,duties and obligations hereunder,in whole or in part,to any Person,whether Client to the third party and which third party,to Client's knowledge,was not under in connection with a change in sponsorship,as set forth in the preceding paragraph, an obligation to keep the information confidential; (iii) was already in Client's or otherwise,without notice to you or your consent. possession prior to receipt from us;(iv)is required to be disclosed by law,regulation 31.4.Except as set forth elsewhere in this Section and as provided in the following or court order after giving us as much advance notice as practical of the possibility sentence, this Agreement shall be binding upon successors and assigns and shall of disclosure; or (v) is subsequently and independently developed by Client's inure to the benefit of the parties and their respective permitted successors and employees, consultants or agents without use of or reference to our confidential assigns. No assignee for the benefit of creditors, custodian, receiver, trustee in information. bankruptcy,debtor in possession,or other person charged with taking custody of a 29.3.3.Except as specifically provided for herein,this Section does not confer any party's assets or business, shall have any right to continue, assume or assign this right, license, interest or title in, to or under our confidential information to Client. Agreement. Except as specifically provided for herein, no license is hereby granted to Client under any patent, trademark, copyright, trade secret or other proprietary rights of 32.Term;Events of Default ours. 32.1.This Agreement shall become effective upon the date this Agreement is 29.3.4.Client acknowledges that breach of the restrictions on use or disclosure of approved by our Credit Department. You acknowledge that our Credit Department any our confidential information would result in immediate and irreparable harm to maintains a list of business types that are unqualified for our Services.We reserve us, and money damages would be inadequate to compensate for that harm. We the right to immediately terminate your account if it has been inadvertently boarded shall be entitled to equitable relief, in addition to all other available remedies, to notwithstanding such Credit policies. redress any breach. 32.2.The initial term of this Agreement shall commence and shall continue in force 29.4.We may use data collected as part of performing payment processing or other for three years after it becomes effective.Thereafter,it shall continue until we or you transaction-related services for you("Transaction Data")for the purpose of providing terminate this Agreement upon written notice to the other, or as otherwise additional products and services to you, other merchants, or third parties. This authorized by this Agreement. Should you fail to notify us in writing of your request includes collecting, using, and de-identifying cardholder information, dates, to terminate you acknowledge and agree you will continue to be charged fees amounts, and other Transaction Data to provide you with analytic products and pursuant to this Agreement notwithstanding non-use of your account. services as well as collecting and using Transaction Data anonymized and 32.3.Notwithstanding the above or any other provisions of this Agreement,we may aggregated with other merchants'transaction data to provide you,other merchants, terminate this Agreement at any time and for any reason by providing 30 days' and third parties with analytic products and services. advance notice to you. We may terminate this Agreement immediately or with 29.5.You shall not assign to any Person,the rights to use the Marks of Servicers, shorter notice upon an Event of Default as provided under Section 31.4 of this our agents or the Card Organizations. Agreement. In the event we provide notice to you of any new fees or increases in 29.6.All rights, title, and interest in and to all intellectual property related to the existing fees for Services, pursuant to Section 26.5, you may terminate this Services (including without limitation, the content of any materials, web screens, Agreement without further cause or penalty by notifying us that you are terminating layouts, processing techniques, procedures, algorithms, and methods), owned, this Agreement prior to the effective date of such new fees or increases. However, developed or licensed by us prior to, during the term of,or after the Agreement,or maintaining your merchant account,or your continued use of the Services after the employed by us in connection with the Services and any updates, changes, effective date of any such fee changes shall be deemed your acceptance of such alterations, or modifications to or derivative works from such intellectual property, fee changes for the Services,throughout the term of this Agreement. shall be and remain,as among the Parties,our exclusive property. 32.4.If any of the following events shall occur(each an"Event of Default"): 29.7.Client agrees that we may obtain relevant information from any applicable 32.4.1.a material adverse change in your business,financial condition,or business GenCP-WF-2602 PG 02.28.23 22 prospects;or any other accounts held by Bank or any of its Affiliates, at any financial institution 32.4.2.any assignment or transfer of voting control of you or your parent;or maintained in the name of Client,any of its principals,or any of its guarantors,or if 32.4.3.a sale of all or a substantial portion of your assets;or any of same are authorized signers on such account; (ii)any payments otherwise 32.4.4.irregular Card sales by you, excessive Chargebacks, noncompliance with due to you,including any amount due from TeleCheck; (iii)your delivery to us of a any applicable data security standards, as determined by Servicers, or any Card letter of credit;or(iv)if we so agree,your pledge to us of a freely transferable and Organization, or any other Person, or an actual or suspected data security breach, negotiable certificate of deposit. Any such letter of credit or certificate of deposit or any other circumstances which,in our sole discretion,may increase our exposure shall be issued or established by a financial institution acceptable to us and shall be for your Chargebacks or otherwise present a financial or security risk to us;or in a form satisfactory to us. In the event of termination of this Agreement by any 32.4.5.any of your representations,warranties or covenants in this Agreement are party, an immediate Reserve Account may be established without notice in the breached in any respect;or manner provided above.Any Reserve Account will be held by us for the greater of 32.4.6.you default in any material respect in the performance or observance of any ten(10)months after termination of this Agreement or for such longer period of time term, condition or agreement contained in this Agreement, including, without as is consistent with our liability for your Card transactions and Chargebacks in limitation, the establishment or maintenance of funds in a Reserve Account, as accordance with Card Organization Rules. We will hold funds pursuant to this detailed in Section 32;or Section 32 in master account(s)with your funds allocated to separate sub accounts. 32.4.7.you default in any material respect in the performance or observance of any Unless specifically required by law,you shall not be entitled to interest on any funds term,covenant or condition contained in any agreement with any of our respective held by us in a Reserve Account. Affiliates;or 33.3.If your funds in the Reserve Account are not sufficient to cover the 32.4.8.you default in the payment when due, of any material indebtedness for Chargebacks,adjustments,fees and other charges and amounts due from you,or if borrowed money;or the funds in the Reserve Account have been released,you agree to promptly pay us 32.4.9.you file a petition or have a petition filed by another party under the U.S. such sums upon request. bankruptcy code or any other laws relating to bankruptcy, insolvency or similar 33.4.1.To secure your obligations to us and our respective Affiliates under this arrangement for adjustment of debts; consent to or fail to contest in a timely and Agreement and any other agreement for the provision of equipment, products or appropriate manner any petition filed against you in an involuntary case under such services (including any obligations for which payments on account of such laws;apply for or consent to,or fail to contest in a timely and appropriate manner, obligations are subsequently invalidated, declared to be fraudulent or preferential, the appointment of,or the taking of possession by,a receiver,custodian,trustee or set aside or required to be repaid to a trustee,receiver or any other party under any liquidator of you or of a substantial part of your property; or make a general bankruptcy act, state or federal law, common law or equitable cause),you grant to assignment for the benefit of creditors; or take any action for the purpose of us a first priority lien and security interest in and to(i)the Reserve Account and(ii) authorizing any of the foregoing;or any of your funds pertaining to the Card transactions contemplated by this 32.4.10.your independent certified accountants shall refuse to deliver an unqualified Agreement now or hereafter in our possession,whether now or hereafter due or to opinion with respect to your annual financial statements and your consolidated become due to you from us.Any such funds,money or amounts now or hereafter in subsidiaries;or our possession may be commingled with other funds of ours,or, in the case of any 32.4.11.a violation by you of any applicable law or Card Organization Rule or our funds held pursuant to the foregoing paragraphs, with any other funds of other reasonable belief that termination of this Agreement or suspension of Services is customers of ours. In addition to any rights now or hereafter granted under necessary to comply with any law including without limitation the rules and applicable law and not by way of limitation of any such rights, we are hereby regulations promulgated by the Office of Foreign Assets Control of the U.S. authorized by you at any time and from time to time,without notice or demand to Department of the Treasury or your breach,as determined by Servicers,of Section you or to any other Person (any such notice and demand being hereby expressly 47.2("Compliance with Laws"),then,upon the occurrence of(1)an Event of Default waived), to set off, recoup and to appropriate and to apply any and all such funds specified in subsections 31.4.4, 31.4.9 or 31.4.11,we may consider this Agreement against and on account of your obligations to us and our respective Affiliates under to be terminated immediately, without notice, and all amounts payable hereunder this Agreement and any other agreement with us our respective Affiliates for any shall be immediately due and payable in full without demand or other notice of any related equipment or related services(including any check services),whether such kind, all of which are expressly waived by you,and(2)any other Event of Default, obligations are liquidated, unliquidated, fixed, contingent, matured or unmatured. this Agreement may be terminated by us giving not less than 10 days'notice to you, You agree to duly execute and deliver to us such instruments and documents as we and upon such notice all amounts payable hereunder shall be due and payable on may reasonably request to perfect and confirm the lien,security interest,right of set demand. off,recoupment and subordination set forth in this Agreement. 32.5.Neither the expiration nor termination of this Agreement shall terminate the 33.4.2.For sake of clarification and notwithstanding anything in the Agreement to obligations and rights of the parties pursuant to provisions of this Agreement which the contrary,in the event Servicers deduct,holdback,suspend,off set or set off any bysettlement monies or amounts otherwise due you pursuant to the terms of this their terms are intended to survive or be perpetual or irrevocable. Such provisions shall survive the expiration or termination of this Agreement. All Agreement(collectively"Set Off Funds"),you acknowledge that such Set Off Funds obligations by you to pay or reimburse us for any obligations associated with will be held in a commingled Reserve Account(s)of Servicers. transactions you have submitted to us will survive termination of this Agreement 4 3.if in replacement of or in addition to the first priority lien and security interest in the until finally and irrevocably paid in full and settled. in the Reserve Account, you grant to Servicers a first priority lien and security 32.6.If any Event of Default occurs, regardless of whether such Event of Default interest in and to one or more certificates of deposit,the certificates of deposit shall has been cured, we may, in our sole discretion, exercise all of our rights and be uncertificated and shall be subject to an Acknowledgement of Pledge of remedies under applicable law, and this Agreement including, without limitation, Certificate of Deposit and Control Agreement (the "Certificate of Deposit Control exercising our rights under Section 32. Agreement") by, between and among Customers, Servicers and the financial 32.7.In the event you file for protection under the U.S.bankruptcy code or any other institution that has established and issued the certificate of deposit.The form of the laws relating to bankruptcy, insolvency, assignment for the benefit of creditors or Certificate of Deposit Control Agreement and the financial institution that will similar laws, and you continue to use our Services, it is your responsibility to open establish and issue the certificate of deposit shall be satisfactory and acceptable to new accounts to distinguish pre and post filing obligations.You acknowledge that as Servicers. long as you utilize the accounts you established prior to such filing,we will not be able to systematically segregate your post-filing transactions or prevent set-off of the 34.Financial and Other Information pre-existing obligations. In that event, you will be responsible for submitting an 34.1.Upon request, you will provide us and our Affiliates, quarterly financial accounting supporting any adjustments that you may claim. statements within 45 days after the end of each fiscal quarter and annual audited 32.8.The Card Organizations often maintain merchant lists such as the Member financial statements within 90 days after the end of each fiscal year. Such financial Alert To Control High-risk Merchants ("MATCH") who have had their merchant statements shall be prepared in accordance with generally accepted accounting agreements or Card Acceptance rights terminated for cause. If this Agreement is principles. You will also provide such other financial statements and other terminated for cause, you acknowledge that we may be required to report your information concerning your business and your compliance with the terms and business name and the names and other information regarding its principals to the provisions of this Agreement as we may reasonably request.You authorize us and Card Organizations for inclusion on such list(s).You expressly agree and consent to our Affiliates to obtain from third parties financial and credit information relating to such reporting if you are terminated as a result of the occurrence of an Event of you in connection with our determination whether to accept this Agreement and our Default or for any reason specified as cause by Visa,Mastercard,Discover Network, continuing evaluation of your financial and credit status. We may also access and PayPal,Alipay,or American Express. Furthermore,you agree to waive and hold us use information which you have provided to Bank for any other reason. Upon harmless from and against any and all claims which you may have as a result of request,you shall provide,and/or cause to be provided,to us and our Affiliates,or such reporting. our representatives or regulators (as well as those of the Card Organizations) 32.9.After termination of this Agreement for any reason whatsoever, you shall reasonable access to your or your providers'facilities and records for the purpose of continue to bear total responsibility for all Chargebacks, fees, Card Organization performing any inspection and/or copying of books and/or records deemed fines imposed on us as a result of your acts or omissions,Credits and adjustments appropriate.In such event,you shall pay the costs incurred by us or our Affiliates for resulting from Card transactions processed pursuant to this Agreement and all other such inspection, including, but not limited to, costs incurred for airfare and hotel amounts then due or which thereafter may become due under this Agreement. accommodations. 33.Reserve Account;Security Interest 34.2.You will provide us with written notice of any judgment, writ, warrant of attachment,execution or levy against any substantial part(25/o or more in value)of 33.1.You expressly authorize us to establish a Reserve Account pursuant to the your total assets not later than three(3)days after you become aware of same. terms and conditions set forth in this Section 32. The amount of such Reserve Account shall be set by us, in our sole discretion, based upon your processing 35.Indemnification history and the potential risk of loss to us as we may determine from time to time. 35.1.You agree to indemnify and hold us and the Card Organizations harmless from 33.2.The Reserve Account shall be fully funded upon three(3)days'notice to you, and against all losses, liabilities, damages and expenses: (a) resulting from the or in instances of fraud or suspected fraud or an Event of Default,Reserve Account inaccuracy or untruthfulness of any representation or warranty, breach of any funding may be immediate. Such Reserve Account may be funded by all or any covenant or agreement or any misrepresentation by you under this Agreement;(b) combination of the following:(i)one or more debits to your Settlement Account or GenCP-WF-2602 PG 02.28.23 23 arising out of your or your employees' or your agents' negligence or willful •Under Section 28 (Representations; Warranties; Covenants; Limitations of misconduct, in connection with Card transactions or otherwise arising from your Liability; Exclusion of Consequential Damages)of the General Terms,in no event provision of goods and services to Cardholders;(c) arising out of your use of the shall our cumulative liability to you for losses, claims, suits, controversies, Services; or(d)arising out of any third party indemnifications we are obligated to breaches or damages for any cause whatsoever in connection with Voyager make as a result of your actions(including indemnification of any Card Organization transactions exceed the lesser of$10,000.00 or the Voyager transaction fees paid or Issuer). by you to us for the two months prior to the action giving arise to the claim. 35.2.Subject to the limitations set forth in Section 28.4,we agree to indemnify and •Notwithstanding anything in this Agreement to the contrary, our obligation to hold you harmless from and against all losses, liabilities, damages and expenses provide services to you relating to any Fleet Card will terminate automatically resulting from any breach of any warranty, covenant or agreement or any without penalty to us or the related Card Organization upon the earlier of(i)the misrepresentation by us under this Agreement or arising out of our or our termination or expiration of our agreement with such Card Organization, (ii) at employees' gross negligence or willful misconduct in connection with this least twenty(20)days prior written notice by us to you; (iii)your failure to comply Agreement; provided that this indemnity obligation shall not apply to Bank with with material terms relating to such Fleet Card transactions,or(iv)written notice,if respect to Non-Bank Services. a Card Organization discontinues its Card 36.Special Provisions Regarding Non-Bank Cards 37.Special Provisions for Debit Card 36.1.Non-Bank Card transactions are provided to you by Processor and not by The special provisions outlined in this Section 36 apply only to those Debit Card Bank and include transactions made using Discover Network, PayPal, Alipay, transactions that are processed by a Cardholder entering a PIN unless the American Express, Voyager and WEX Card types. The Services provided, transaction is a network supported PlNless transaction. A PINless transaction is a transactions processed and other matters contemplated under this Section 35 are Debit card transaction that a merchant submits to us for settlement/funding subject to the rest of this Agreement,as applicable,except to the extent the terms of transactions with neither a PIN nor Signature. The Services provided, transactions this Section 35 directly conflict with another provision of this Agreement, in which processed and other matters contemplated under this Section 36 are subject to the case the terms of this Section 35 will control;provided, however,that(i)Bank is not rest of this Agreement,as applicable,except to the extent the terms of this Section a party to this Agreement insofar as it relates to Non-Bank Card services,and Bank 36 directly conflict with another provision of this Agreement,in which case the terms is not liable to you in any way with respect to such Services and(ii)you agree to pay of this Section 36 will control. Processor any per item processing, authorization and other fees described in the 37.1.Debit Card Acceptance. Most, but not all,ATM Cards(Debit Cards)can be Application for any non-acquired transaction services you receive from Processor. accepted at the point of sale at participating locations. Examine the back of the For the purposes of this section, the words"we," "our" and "us" refer only to the Debit Card to determine if the Card participates in a PIN Debit network that you are Processor and not to the Bank. You authorize us to share information from your authorized to accept. PIN Debit network Mark(s)are usually printed on the back of Application with American Express, Discover Network, PayPal, Alipay, and any the Card. If the Debit Card is valid and issued by a financial institution Issuer other Non-Bank Card Organization. participating in a PIN Debit network, you must comply with the following general 36.2.If you accept American Express, you understand that if, based upon your requirements for all participating PIN Debit networks, in addition to the specific anticipated Card transaction volume you do not qualify for our full service program requirements of that PIN Debit network: but have otherwise been approved for accepting American Express transactions, •You must honor all valid Debit Cards when presented that bear authorized PIN your authorizations will be obtained from and funded by American Express. Debit network Marks. American Express will provide you with its own agreement that governs those •You must treat transactions by Cardholders from all Issuers in the same manner. transactions. You understand and agree that we are not responsible and assume •You may not establish a minimum or maximum transaction amount for Debit Card absolutely no liability with regard to any such transactions, including but not limited acceptance. to the funding and settlement of American Express transactions,and that American •You may not require additional information,besides the PIN,for the completion of Express will charge additional fees for the services they provide. the transaction unless the circumstances appear suspicious. A signature is not 36.3.If you accept Discover but do not qualify for our Discover full service required for Debit Card transactions. program, Discover will provide you with its own agreement that governs those •You shall not disclose transaction related information to any party other than your transactions. You understand and agree that we are not responsible and assume agent,a PIN Debit network,or Issuer and then only for the purpose of settlement absolutely no liability with regard to any such transactions, including but not limited or error resolution. to the authorization, funding, and settlement of Discover transactions, and that Discover may charge additional fees for the services they provide. 37.2.Transaction Processing. The following general requirements apply to all 36.4.If you accept PayPal Cards you understand that the following requirements Debit Card transactions: apply to PayPal Card transactions in addition to the information required in this •All Debit Card transactions must be authorized and processed electronically. Agreement: There is no Voice Authorization or Imprinter procedure for Debit Card transactions. •Only in-store, Card present transactions are eligible for processing under this •You may not complete a Debit Card transaction that has not been authorized. If Agreement. Card not present/online, cash over, cash advance, quasi cash you cannot obtain an Authorization at the time of sale,you should request another transactions, international transactions or manually entered transactions are not form of payment from the Cardholder or process the transaction as a Store and eligible for processing. You must contact us or PayPal for information related to Forward or Resubmission,in which case you assume the risk that the transaction services that are not covered in this Agreement. fails to authorize or otherwise declines. The Cardholder should be instructed to •You will provide us with information about the Card transactions you conduct; contact the Issuer to find out why a transaction has been declined. including, data related to your Authorization requests, Card transactions, and •The Debit network used to process your debit transaction will depend upon, transaction dispute responses. among other things,our own business considerations,the availability of the Debit •You will provide us with aggregate and individual information about the Card network at the time of the transaction and whether a particular Debit Card is transactions you accept; including,the number,type and kind of transactions you enabled for a particular Debit network. The Debit network used to route your conduct, your disputes, your business operations, your merchant category code transaction may or may not be the lowest cost network available.We may, in our information, and any other information you are required to provide under this sole discretion (i) use any Debit network available to us for a given transaction Agreement. (including any of our affiliated PIN Debit networks) and (ii) add and/or remove •You will not use, store, retain or otherwise disclose any of PayPal's confidential Debit networks available to you based on a variety of factors including availability, information, Cardholder data, magnetic stripe track data, or PayPal Card features,functionality and our own business considerations. transaction data(other than as necessary to complete a transaction). You must issue a receipt to the Cardholder upon successful completion of a •You will not use PayPal Cardholder's personal information for marketing and/or transaction and effect PAN Truncation on it. other purposes without explicit consent from the Cardholder. You may not manually enter the account number for PIN Debit transactions. 36.5.If you accept JCB, Diners Club International, UnionPay, BCcard, and Signature Debit transaction may be key entered if you are unable to swipe the Card. Dinacard, you agree to be bound by the Discover Network provisions of this The account number must be read electronically from the Magnetic Stripe/chip for Agreement. You also acknowledge and agree that JCB, Diners Club International, transactions authenticated with a PIN.If the Magnetic Stripe/chip is unreadable,you UnionPay, BCcard,and Dinacard transactions will be processed under and subject must request another form of payment from the Cardholder.Do obtain a signature if to Discover Network Card Organization Rules. PIN authentication is not supported or available. 36.6.If you accept Voyager and/or WEX Cards, you agree to be bound by the Any applicable tax must be included in the total transaction amount for which WEX and/or Voyager rules. You also agree to be bound by all other provisions of Authorization is requested.Tax may not be collected separately in cash. this Agreement which are applicable to WEX and/or Voyager. YOU ARE RESPONSIBLE FOR SECURING YOUR POS DEVICES AND FOR 36.7.If you execute a separate WEX Merchant Agreement (WEX Non Full IMPLEMENTING APPROPRIATE CONTROLS TO PREVENT EMPLOYEES OR I, Service Program),you understand that we will provide such agreement to WEX,but OTHERS FROM SUBMITTING CREDITS AND VOIDS THAT DO NOT REFLECT that neither we norWEX shall have any obligation whatsoever to you with respect to BONA FIDE RETURNS OR REIMBURSEMENTS OF PRIOR TRANSACTIONS. processing WEX Cards unless and until WEX executes your WEX Merchant 37.3.Cash Back From Purchase. You may offer cash back to your customers WEXWEXWEX If executes your Merchant Agreement and you accept when they make a PIN Debit Card purchase. You may set a minimum and '. 1 Cards, you understand that WEX transactions are processed, authorized and maximum amount of cash back that you will allow. If you are not currently offering funded by WEX.You understand that WEX is solely responsible for all agreements this service,your POS device may require additional programming to begin offering that govern WEX transactions and that we are not responsible and assume cash back as long as it is supported by the Debit Network. absolutely no liability with regard to any such agreements or WEX transactions, 37.4.Settlement. You must reconcile your accounts for each location daily and including but not limited to the funding and settlement of WEX transactions. You notify us within 24 hours of any issues. understand that WEX will charge additional fees for the services that it provides. 37.5.Adjustments.An adjustment is a transaction that is initiated to correct a Debit 36.8.In addition to the information stated in Part I, Appendix 1 of the Your Card transaction that has been processed in error. For signature debit transactions Payments Acceptance Guide regarding Voyager Cards, the following terms (including"no signature"signature debit transactions), both the Cardholder and the apply card issuing bank have the right to question or dispute a transaction.If these GenCP-WF-2602 PG 02.28.23 24 questions or disputes are not resolved, a chargeback may occur. You are EBT customer must sign the voucher.A copy of the voucher should be given to the responsible for all adjustment and Chargeback fees that may be charged by a Debit EBT customer at the time of authorization and you should retain one copy for your network.There are several reasons for adjustments being initiated: records. •The Cardholder was charged an incorrect amount,whether too little or too much. ii.Specified EBT customer, clerk and sales information, including the telephone •The Cardholder was charged more than once for the same transaction. authorization number, must be entered properly and legibly on the manual sales •A processing error may have occurred that caused the Cardholder to be charged draft. even though the transaction did not complete normally at the point of sale. iii.All manual voucher authorizations must be cleared on your Authorized Terminal •A Cardholder is disputing the goods or services provided. before payment of voucher will be made to you.Vouchers must be cleared within 10 Business Days after the date of applicable voice authorization.Vouchers cannot be All parties involved in processing adjustments and Chargebacks are regulated by cleared by any manner except by your Authorized Terminal therefore you should time frames that are specified in the operating rules of the applicable Debit network, never mail vouchers requesting payment. If a voucher expires before it has been The Electronic Funds Transfer Act,Regulation E,and other applicable law. cleared by your Authorized Terminal for payment, no further action can be taken to 38. Special Provisions Regarding EBT Transactions obtain payment for the voucher. iv.In the event that, due to EBT host failure, EBT benefit availability for an EBT If you elect to accept EBT Cards and engage in EBT transactions, the terms and customer cannot be determined at the time you request authorization,the maximum conditions of this Section 37 shall apply. authorized manual transaction and benefit encumbrance will be $40.00 or such EBT transactions are provided to you by Processor and not by Bank.The Services other state specific floor limit as set forth in the most current version of the provided, transactions processed and other matters contemplated under this applicable EBT Rules. Section 31 are subject to the rest of this Agreement, as applicable, except to the v.Except as specifically provided in the applicable EBT Rules, you will not be extent the terms of this Section 31 directly conflict with another section of this reimbursed and will be solely responsible for a manual transaction when you fail to Agreement, in which case the terms of this Section 31 will control; provided, obtain an authorization number from the applicable EBT service provider as set forth however, that Bank is not a party to this Agreement insofar as it relates to EBT in this Section 37 or otherwise fail to process the manual transaction in accordance transactions,and Bank is not liable to you in any way with respect to such Services. with the EBT Rules. For the purposes of this section, the words"we,""our" and "us" refer only to the vi.If you have not received an authorization number in accordance with paragraph Processor and not to the Bank. 37.1 above,you may not"re-submit"a manual sales draft for payment for the same We offer electronic interfaces to EBT networks for the processing, settlement and transaction. switching of EBT transactions initiated through the use of a state-issued EBT card 38.3.Acceptance of Cash Benefits. If you agree to accept EBT Cards and to ("EBT Card")at your POS Terminal(s)for the provision of United States Department provide Cash Benefits,you agree to maintain adequate cash on hand to issue EBT of Agriculture, Food and Nutrition Service ("FNS"), Supplemental Nutrition service provider authorized Cash Benefits and will issue such Cash Benefits to EBT Assistance Program ("SNAP") and Women, Infants and Children Benefits ("WIC customers in the same manner and to the same extent cash is provided to your Benefits")and/or government delivered Cash Benefits(Cash Benefits,together with other customers.You may not require,and may not in your advertising suggest,that FNS, SNAP and WIC Benefits,collectively are referred to as the"EBT benefits")to any EBT customers must purchase goods or services from you as a condition to EBT benefit recipients("EBT customers"),subject to the terms below. receiving Cash Benefits, unless such condition applies to other customers as well. 38.1.Acceptance of EBT Benefits.You agree to accept EBT Cards and provide rYou may not designate and direct EBT customers to special checkout lanes EBT benefits to EBT customers through the use of a POS Terminals, PIN pad and customersested toto use by EBT customers fuor you also Credit Cardse and and/ort other printer or other equipment that meet standards as set forth in the EBT Rules et special checkout aschec lanotheres than Debit Cards or Credit and/or other ("Authorized Terminal") applicable to such EBT benefits during your normal payment38.4. methods such If you accept cash. business hours, in a manner consistent with your normal business practices and in SNAP terop C Beny. s rCash Benefits),EBT Cards andmust provide EBT EBT customerss (FNS, accordance with the EBT Rules. frSNAP and WIC Benefits and/or you do so for You will provide EBT benefits to EBT customers,in accordance with the procedures 3om all quirstatee. WIC set forth in the EBT Rules, in the amount authorized through your Authorized 3gre8.5.Required Licenses. If aynd warrantprovan FNS, SNAP aynd are Benefits underh this Terminal upon presentation by an EBT customer of an EBT Card and such EBT Agreement,and you represent otur and q to us that tau fro FNS su food customer's entry of a valid PIN.The"EBT Rules"means(i)all procedures that we merchant are not cue disqualifiedntly disqualified or withdrawn do withdrawn from redeemingt secure e establish and provide to you from time-to-time regarding your acceptance of EBT anda aoupona or otherwise a essara licenses,by FNS.You agree r Cards and provision of EBT benefits to EBT customers; (ii) the Quest Rules, as othermaintain eat your own expense all necessary the issuance andpe distribution franchises,tionfT amended from time-to-time, issued by the National Automated Clearing House e authorities required et , includingd effect the dipli ablen of EBT Association and as approved by the Financial Management Service of the U.S. tabenefits under this Agreement, o without limitation,any applicable R ou Treasury Department, as necessary (and any rules that succeed or replace the willx certificateteand non-governmental provide contractor's certificate,eanding which that you Quest Rules); and (iii)other such laws, rules, regulations and procedures that are t not complianceat EBT Cards requirementso EBT bny EB at ey time during which you are applicable to the acceptance of EBT Cards and the provision of EBT benefits by you 38.38.. endwh ins f yare any EBT Rules. under this Section 37, including without limitation, laws pertaining to delivery of Stamp Term and Termination.0 If tooi are bdenefits obr wie minatthdrawn dfram theu Food services to EBT customers and EBT customer confidentiality, the federal Civil therewith. P. Suchgram,disqualificationsq authority issue will will be deemed terminated concurrently Rights Act of 1964, Rehabilitation Act of 1973, Americans with Disabilities Act of Agreement re me Such pect tyour authoritywith to issuewal Cash a breach eventof this 1990, Clean Air Act, Clean Water Act, Energy Policy and Conservation Act, such disqualification,with we to theright Benefits and,in the of f Immigration Reform and Control Act of 1986,regulations issued by the Department such anderthisSectionhave the right to immediately antiisentirety.terminate the provision e of Agriculture pertaining to Food Stamp Program, and, any additional procedures service under Cash 37 or theAgreement in its issue Cash h Benefitsrespectto the specified by the state regarding lost EBT Cards, forgotten PINs, discrepancies in issuance of Cash Benefits moeld, your authority to st may be benefits authorized and similar matters by providing EBT customers with information EBT suspended or provider,termier immediately at the sole discretion of us,of the state or its such as telephone numbers and addresses of the state or other appropriate EBT service specifying effective uponr such delivery ioof a noticeriti suspensionre or agencies.The"Food Stamp Program"is the government benefits program operated termination the reasons for suspension or termination ifthere will be under the authority of the Food Stamp Act of 1964. (i)any suspension,injunction,cessation, state;or termination of the EBT service provider' If the Authorized Terminal fails to print EBT benefit issuance information as s authority to provide EBT services to the (ii)failure by you,upon not less than approved and validated as a legitimate transaction, you will comply with the thirty(30)days'prior written notice,to cure any breach by you of these terms and conditions, including without limitation, your failure to support the issuance of EBT procedures set forth in the EBT Rules for authorization of EBT benefits in suchw ess instance.You are solely responsible for your provision of EBT benefits other than in benefitspractices,d yourg your normal business hours consistent issuance your normal es, your accordance with authorizations timely received from EBT service provider.You will impermissible fa ure to oc with EBT benefitr pro or with al not resubmit any EBT Card transaction except as specifically permitted by the EBT from the Food acceptancetamrod of an EBT Card,ono your disqualification EBT or withdrawal Rules and procedures applicable to such EBT Card transaction.You must provide a from the Food Stamp Programrelevant; facts,or(iii)based ca slate's or its EBT service provider'agents or receipt for each EBT transaction to the applicable EBT customer. sem investigation a of the paip evidence havet you knowledge any of your r theftor You will not accept any EBT Card for any purpose other than providing EBT connection withry committing,hedispensing participating bin, isor If you e anyf fraudbror Benefits, including without limitation accepting an EBT Card as security for connection the sucho EBT benefits.off e fail to cure theapplicable breach as sette repayment of any EBT customer obligation to you. In the event of any violation of forthf above,you may appeal suspension termination to state this provision,you will be obligated to reimburse the state or us for any EBT benefits In determinationett in its authoritysol o toion. a unlawfully received by either you or an EBT customer to the extent permitted by law. state the event that your r, and youpt bsucce is suspended or terminated suspension r Cash should never be dispensed for FNS,SNAP and WIC Benefits. ao ons EBT service provider, and sovider,wly ap ll bl such r no or 38.2.Manual EBT Vouchers. In accordance with the procedures set forth in this totermination to the state or its EBT service provider,we shall be under no obligationr Section 37 and the EBT Rules,you will manually accept EBT Cards during periods Agreement,e nt the services previously provided under this Section 37 or the of time when your Authorized Terminal is not working or the EBT system in not Te risina applicable. available;you will manually provide EBT benefits in the amount authorized through agreement provision or of services under thise Sectionre a7 shallt terminate applicableautb state'cally if our the applicable EBT service provider to the EBT customers at no cost to the EBT sereempro idour terminatesce provider's agreement with any slate's EBT customers upon presentation by an EBT customer of his/her EBT Card.All manual service will givever for any reason. voucher authorizations must be cleared on your POS terminal for payment of You prompt noticerifto us if youplan to stop accepting EBT Cards and voucher to be made to you.In addition to any procedures set forth in the EBT Rules, providing EBT benefits or if you are unable to comply with the terms of this Section 38. the following limitations will apply to manual issuance of FS Benefits by merchant: I.An authorization number for the amount of the purchase must be received by you cust Confidentiality and/r th of EBT System Information.All informationcons related tod EBT from the applicable EBT service provider while the respective EBT customer is customers and/or the issuance of EBT benefits shall be considered confidential present and before you provide such EBT customer with any FNS, SNAP and WIC information. Benefits,or Cash Benefits,as applicable.You must not attempt to voice authorize a Individually identifiable inormation relating and will not to an EBT customeror applicant for EBT manual EBT transaction if the EBT customer is not present to sign the voucher.The benefits will be held confidential be disclosed by you or your directors, GenCP-WF-2602 PG 02.28.23 25 officers,employees or agents,without prior written approval of the applicable state. certain cellular telephone and data networks throughout the country(the"Wireless You will: (a) implement appropriate measures designed to: (1)ensure the security Networks") in order to allow you to capture and transmit to Processor and Bank and confidentiality of all non-public personal information or materials regarding certain wireless Card Authorization transactions or to transmit other communications customers ("NPPI"); (2) protect against any anticipated threats or hazards to the to our system("Wireless Services"). security or integrity of NPPI; (3) protect against unauthorized access to or use of If you elect to purchase voice and/or data services directly from a third party NPPI that could result in substantial harm or inconvenience to any customer and(4) provider for use with the Wireless Equipment as permitted by Processor, you ensure the proper disposal of NPPI; and (b) take appropriate actions to address acknowledge and agree that this Agreement does not address or govern those incidents of unauthorized access to NPPI, including notification to us as soon as voice and/or data services or your relationship with that third party provider, and possible. Servicers are in no way responsible for providing, maintaining, servicing or The use of information obtained by you in the performance of your duties under this supporting such third party voice and/or data services. Section 37 will be limited to purposes directly connected with such duties. 39.1.Purchase of Wireless Services.The prices that you will pay for the Wireless 38.8.EBT Service Marks.You will adequately display any applicable state's service Services are set forth on the Application. In connection with your purchase of Marks or other licensed marks, including the Quest Marks, and other materials Wireless Services,you will receive access to a certain Wireless Network(s). supplied by us(collectively the"Protected Marks")in accordance with the standards •Licenses.You agree to obtain any and all licenses,permits or other authorizations set by the applicable state. You will use the Protected Marks only to indicate that required by the Federal Communications Commission ("FCC") or any other EBT benefits are issued at your location(s)and will not indicate that we,any state or regulatory authority,if any,for the lawful operation of Wireless Equipment used by its EBT service provider endorse your goods or services. Your right to use such you in connection with your receipt of Wireless Services.You will promptly provide Protected Marks pursuant to this Agreement will continue only so long as this us with all such information as we may reasonably request with respect to matters Section 37 remains in effect or until you are notified by us, any state or its EBT relating to the rules and regulations of the FCC. service provider to cease their use or display.You will not use the Marks of any EBT •Wireless Equipment.You agree that in order to access the Wireless Services,you service provider without prior written approval from such EBT service provider. must use wireless POS Terminals and accessories approved for use with the 38.9.Miscellaneous. Wireless Services by Processor from time to time in its sole discretion (the 38.9.1.Errors.You will fully cooperate with us and any other participants in the EBT "Wireless Equipment"). If Wireless Equipment is purchased by you from us as system in the resolution of errors and disputes regarding EBT transactions indicated on the Application,then the terms of this Agreement apply to your use of processed pursuant to this Section 37.You will promptly notify us of any such errors such Wireless Equipment. or disputes. •Improvements/General Administration.We and the Wireless Vendor(s)reserve the 38.9.2.Issuance Records. right to make changes, from time to time, in the configuration of the Wireless i.You agree to make available such informational materials as may be required by Services, Wireless Networks, Wireless Equipment, Wireless Software, rules of the state, its EBT service provider or any applicable regulations pertaining to the operation, accessibility periods, identification procedures, type and location of issuance of Benefits. equipment,allocation and quantity of resources utilized, programming languages, ii.You will retain all EBT-related records(including but not limited to manual sales administrative and operational algorithms and designation of the control center drafts or vouchers) in the manner required by the EBT Rules or otherwise serving you at the particular address. reasonably requested by us for three(3)years following the date of the applicable EBT transaction,or for such additional period as may be required by the EBT Rules. In addition, we reserve the right to schedule, from time to time, interruptions of Records involving matters in litigation will be kept by you for a period of not less service for maintenance activities. than three(3)years following the termination of the applicable litigation. Copies of •Suspension of Wireless Services. We or a Wireless Network may suspend the any documents in media other than paper (e.g., microfilm, etc.) related to this Wireless Services to: (a)prevent damages to,or degradation of,our or a Wireless Section 37 may be substituted for the originals to the extent permitted under Network's network integrity that may be caused by a third party; (b)comply with applicable EBT Rules and provided that legible paper copies can be reproduced any law, regulation, court order or other governmental request which requires within a reasonable time after such records are requested. immediate action;or(c)otherwise protect us or a Wireless Network from potential iii.You will make all EBT-related records available for audit upon request to legal liability. To the extent commercially reasonable,we shall give notice to you representatives of the state or its EBT service provider,or other authorized state or before suspending the Wireless Services to you. If not commercially reasonable to federal government agency during normal business hours. give prior notice,we will give notice to you as soon as commercially practicable iv.To assure compliance with this Agreement, including without limitation this thereafter.Availability of the Wireless Services may vary due to events beyond the Section 37,the state, its EBT service provider,or other authorized state or federal control of us or our Wireless Vendors.In the event of a suspension of the Wireless government agency, will at all times, upon advance notice except in the case of Services,we or the applicable Wireless Vendor will promptly restore the Wireless suspected fraud or other similar activity, have the right to enter, during normal Services after the event giving rise to the suspension has been resolved. business hours,your premises to inspect or evaluate any work performed under this 39.2.Software Licenses. Processor hereby grants to you a non-exclusive, non- Agreement, or to obtain any other information required to be provided by you or otherwise related to this Agreement. transferable, revocable limited sublicense to use any wireless software (including any documentation relating to or describing the wireless software)downloaded by 38.9.3.Training. You will train and permit your employees to receive training you or your designee from Processor's systems onto the Wireless Equipment in regarding the issuance of EBT benefits. connection with your purchase and use of the Wireless Services in accordance with 38.9.4.Amendments.Notwithstanding anything to the contrary in this Agreement,if the terms of this Agreement,including this Section 38.Anything in this Agreement to any of these terms and conditions are found to conflict with the EBT Rules or federal the contrary notwithstanding, we or certain third parties retain all ownership and or state policy,these terms and conditions are subject to reasonable amendment by copyright interest in and to all Wireless Software, related documentation, us,a state or its EBT service provider to address such conflict upon written notice to technology, know-how and processes embodied in or provided in connection with you and such amendment shall become effective upon such notice. the Wireless Software, and you shall have only a nonexclusive, non-transferable 38.9.5.State Action. Nothing contained herein shall preclude a state from license to use the Wireless Software in your operation of the Wireless Equipment for commencing appropriate administrative or legal action against you or for making the purposes set forth in this Agreement. Nothing in this Agreement confers any title any referral for such action to any appropriate federal,state,or local agency. or ownership of any such Wireless Software to you or shall be construed as a sale 38.9.6.Reference to State.Any references to state herein will mean the state in of any rights in any such Wireless Software to you.You agree to accept, agree to which you accept EBT benefits pursuant to this Section 37. If you accept EBT and be bound by all applicable terms and conditions of use and other license terms benefit in more than one state pursuant this Section 37, then the reference will applicable to such Wireless Software.You shall not reverse engineer,disassemble mean each such state severally,not jointly. or decompile the Wireless Software. You shall not give any Person access to the 38.9.7.Third Party Beneficiaries.These terms and conditions, do not create,and Wireless Software without our prior written consent. Your obligations under this will not be construed as creating,any rights enforceable by any person not having Section 38.2 shall survive the termination of this Agreement.You acknowledge that any rights directly under this Agreement, except that the state and its Issuer, as the only right you obtain to the Wireless Software is the right to use the Wireless defined in the Quest Rules, will be deemed third party beneficiaries of the Software in accordance with the terms in this Section. representations, warranties, covenants and agreements made by you under the 39.3.Limitation on Liability.We shall have no liability for any warranties by any Agreement,including without limitation this Section 37. party with respect to uninterrupted Wireless Services,as set forth in Section 38.10, or for any Person's unauthorized access to Client's data transmitted through either 39.Special Provisions Regarding Wireless Service the Wireless Equipment or Wireless Services(including the Wireless Software), or If you elect to purchase the Wireless Services from us as indicated on the Wireless Networks, regardless of the form of action (whether in contract, tort (including negligence), strict liability or otherwise). The foregoing notwithstanding, Application,then the following terms and conditions of this Section 38,referred to as for any other liability arising out of or in any way connected with these Wireless the "Wireless Services Terms," shall apply. THE WIRELESS SERVICES ARE Services terms, including liability resulting solely from loss or damage caused by BEING SOLD TO YOU FOR USE IN BUSINESS AND ARE NOT BEING SOLD TOof YOU FOR HOUSEHOLD OR PERSONAL USE.Sale of Wireless Services is made to partial sr total failure,from delay or nonperformance to use the the Wens Services,Services or relating by Processor and not the Bank.The Services provided,transactions processed and Bank's,or arising Wm your use of Vendor(s)'or inability sallle Wireless damages,Processor's,f other matters contemplated under this Section 38 are subject to the rest of this and Wireless notexceedliability se lesser be limited the to yourt paiddct damages,t e Agreement, as applicable,except to the extent the terms of this Section 38 directly any,and,in any event,Serviceshall ot during the of failure, amount by you for the nce conflict with another section of this Agreement, in which case the terms of this particularofthe Wiss Servicesess or$50,000.00.any Inperoiod oe evento t ,delay,Servicers,or Wirelessnonpe Vendor Section 38 will control;provided,however,that Bank is not a party to this Agreement (s) Wireless Affiliatesr a le forshall indirectincidental, Vendor insofar as it relates to Wireless Services, and Bank is not liable to you in any way consequential r our respectiveoru s.be liable for any ille uunders these with respect to such services.For the purposes of this section,the words"we,""our" or punitive damages. The remedies available to you these and"us"refer only to the Processor and not to the Bank. Wireless Services Terms will be your sole and exclusive remedies with respect to the Wireless Services. Through one or more third party vendors("Wireless Vendor(s)")selected by us in 39.4.Indemnification. In addition to any other indemnifications as set forth in this our sole discretion, we have acquired the right to resell certain wireless data Agreement, you will indemnify and hold Servicers, Wireless Vendor(s) and our communication services that use radio base stations and switching offered by respective officers,directors,employees,and Affiliates harmless from and against GenCP-WF-2602 PG 02.28.23 26 any and all losses, claims, liabilities, damages, costs or expenses arising from or 40.4.Data Protection; Responsibilities of Client. Data Protection applies only to related to:(a)the purchase,delivery,acceptance,rejection,ownership,possession, card transactions sent from you to us for authorization and settlement pursuant to use condition, liens against, or return of the Wireless Equipment or the Wireless the Agreement, and specifically excludes electronic check transactions. You are Equipment(including the Wireless Software),as applicable; (b)your negligent acts responsible to comply with the following regarding your use of Data Protection: or omissions;(c)any breach by you of any of your obligations under this Section 38; a)Data Protection can only be used with an eligible POS device, gateway, or (d) any Person's unauthorized access to Client's data and/or unauthorized interactive voice response system, or similar system or equipment sale device, financial activity occurring on your Merchant Identification Number hereunder, gateway, that is certified by us for use with Data Protection. If you are uncertain except to the extent any losses, liabilities, damages or expenses result from our whether your equipment is eligible or certified, please contact us. It is your gross negligence or willful misconduct. responsibility to ensure that you have eligible equipment in order to use Data 39.5.Confidentiality. All information or materials which could reasonably be Protection. considered confidential or competitively sensitive that you access from or relate to b)You must demonstrate and maintain your current PCI DSS compliance either Wireless Vendor(s) or Servicers related to the subject matter of these certification. Compliance must be validated either by a Qualified Security Assessor Wireless Services Terms will be considered confidential information. You will (QSA) with corresponding Report on Compliance (ROC) or by successful safeguard our confidential information with at least the same degree of care and completion of the applicable PCI DSS Self-Assessment Questionnaire (SAQ) or security that you use for your confidential information, but not less than reasonable Report on Compliance (ROC), as applicable, and if applicable to your business, care. passing quarterly network scans performed by an Approved Scan Vendor, all in 39.6.Termination.In addition to any other provision in this Agreement,the Wireless accordance with card organization rules and PCI DSS. Use of the Data Protection Services being provided under this Section 38 may terminate: will not, on its own, cause you to be compliant or eliminate your obligations to a)Immediately upon termination of the agreement between us(or our Affiliates)and comply with PCI DSS or any other Card Organization Rule. You must also ensure Wireless Vendor(s), provided that we will notify you promptly upon our notice or that all third parties and software that you use for payment processing comply with knowledge of termination of such agreement, provided further that if Wireless the PCI DSS. Vendor(s)loses its authority to operate less than all of the Wireless Services or if c)You must deploy Data Protection (including implementing any upgrades to such the suspension of any authority or non-renewal of any license relates to less than all service within a commercially reasonable period of time after receipt of such of the Wireless Services,then these Wireless Services Terms will terminate only as upgrades)throughout your systems including replacing existing Card numbers on to the portion of the Wireless Services affected by such loss of authority,suspension your systems with Tokens. Full Card numbers must never be retained, whether in or non-renewal;or electronic form or hard copy. b)Immediately if either we or our Affiliates or Wireless Vendor(s)are prevented from d)You must use the Token in lieu of the Card number for ALL activities subsequent providing the Wireless Services by any law,regulation,requirement,ruling or notice to receipt of the authorization response including, settlement processing, retrieval issued in any form whatsoever by judicial or governmental authority (including processing,chargeback and adjustment processing and transaction reviews. without limitation the FCC). e)If you send or receive batch files containing completed Card transaction information to/from us,you must use the service provided by us to enable such files 39.7.Effect of Termination.Upon termination of these Wireless Services Terms for to contain only Tokens or truncated information. any reason,you will immediately pay to us all fees due and owing to us hereunder. f)You must use truncated report viewing and data extract creation within reporting If these Wireless Services terms terminate due to a termination of the agreement tools provided by us. between us or our Affiliates and Wireless Vendor(s), then we may, in our sole g)You are required to follow rules or procedures we may provide to you from time discretion,continue to provide the Wireless Services through Wireless Vendor(s)to to time regarding your use of Data Protection. We will provide you with advance you for a period of time to be determined as long as you continue to make timely written notice of any such rules or procedures or changes to such rules or payment of fees due under these Wireless Services Terms. procedures. 39.8.Third Party Beneficiaries.Wireless Vendor(s)are third party beneficiaries of h)You will use only unaltered version(s)of Data Protection and will not use,operate these Wireless Services Terms and may enforce its provisions as if a party hereto. or combine Data Protection or any related software, materials or documentation,or 39.9.Other Applicable Provisions.You also agree to be bound by all other terms any derivative works thereof with other products, materials or services in a manner and conditions of this Agreement. inconsistent with the uses contemplated in this section. 39.10.Disclaimer.Wireless Services use radio transmissions,so Wireless Services i)You will promptly notify us of a breach of any these terms. can't be provided unless your Wireless Equipment is in the range of one of the available Wireless Networks' transmission sites and there is sufficient network 40.5.Tokenization Limited Warranty.Subject to the terms of this Agreement,we capacity available at that moment. There are places, particularly in remote areas, CO warrant that each token returned to you through Data Protection cannot be used with no service at all.Weather,topography,buildings,your Wireless Equipment,and to initiate a financial sale transaction by an unauthorized entity/person outside your other conditions we don't control may also cause failed transmissions or other point of sale systems and facilities where you process and/or store transaction data problems. PROCESSOR, BANK, AND WIRELESS VENDOR(S) DISCLAIM ALL (the"Limited Warranty"); and (ii) agree to indemnify and hold you harmless from REPRESENTATIONS AND WARRANTIES RELATING TO WIRELESS SERVICES. direct damages,including third party claims,resulting from our breach of the Limited WE CANNOT PROMISE UNINTERRUPTED OR ERROR-FREE WIRELESS Warranty. This express remedy for our breach of the Limited Warranty constitutes SERVICE AND DO NOT AUTHORIZE ANYONE TO MAKE ANY WARRANTIES our entire liability and your sole and exclusive remedy for our breach of the Limited ON OUR BEHALF. Warranty. The Limited Warranty is void if (a) you use Data Protection in a manner not 40.Special Provisions Regarding Clover Security Plus contemplated by, or you are otherwise in violation of,this Agreement or any other Clover Security Plus consists of a POS security monitor, the TransArmor Data agreement relating to Cards eligible for Data Protection; (b) you are grossly Protection service, and tools that you can use to help you meet your PCI DSS negligent or engage in intentional misconduct; or (c) you no longer have a compliance obligations. Each of these services is described in more detail below. Processing relationship with us. Clover Security Plus is provided to you by Processor and not by Bank. Clover 40.6.Disclaimer;Clover Security Plus Does Not Guarantee Compliance or Security. Security Plus is available only for Level 3 and Level 4 merchants,as defined by the 40.6.1.USE OF CLOVER SECURITY PLUS, SOFTWARE OR ANY EQUIPMENT Payments Organizations.Clover Security Plus is not available for Level 1 or Level 2 (INCLUDING ANY SERVICES, SOFTWARE OR EQUIPMENT PROVIDED BY OR merchants. THROUGH A THIRD PARTY) IS AT YOUR OWN RISK AND TO THE MAXIMUM 40.1.The POS security monitor offers you monitoring, scanning, and anti-virus EXTENT PERMITTED BY APPLICABLE LAW THE CLOVER SECURITY PLUS, software services for your point of sale computer systems. The TransArmor Data EQUIPMENT AND ANY SOFTWARE IS PROVIDED"AS IS"AND WE DISCLAIM Protection service is described in Sections 39.14 and 39.15. ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,MADE TO 40.2.Scanning Authority;Scanning Obligations.You represent and warrant that YOU OR ANY OTHER PERSON, INCLUDING ANY WARRANTIES REGARDING you have full right, power,and authority to consent for Clover Security Plus to scan QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR for vulnerabilities in the IP address and/or URL and/or domain names identified to PURPOSE OR THAT THE CLOVER SECURITY PLUS, EQUIPMENT OR ANY us by you for scanning, whether electronically or by any other means, whether SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE OR THAT during initial enrollment or thereafter.If applicable,you shall obtain all consents and THE CLOVER SECURITY PLUS, EQUIPMENT OR SOFTWARE ARE SECURE, authorizations from any third parties necessary for us or our vendors to perform the FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR DO NOT Clover Security Plus services, including,without limitation,third party data centers, INFRINGE THE RIGHTS OF ANY PERSON. co-locations and hosts. We will not be required to execute agreements with any 40.6.2.YOU MUST COMPLY WITH ALL RULES OR PROCEDURES RELATING such third parties. You agree to defend, indemnify and hold us and our vendors TO CLOVER SECURITY PLUS(OR ANY COMPONENT OF CLOVER SECURITY harmless from any third party claim that such access was not authorized.You may PLUS) THAT WE GIVE YOU FROM TIME TO TIME. YOU MUST ALSO use Clover Security Plus and portals only to scan IP addresses, URLs and domain IMPLEMENT ALL UPDATES TO CLOVER SECURITY PLUS WITHIN A names owned by and registered to you.You understand that your failure to provide SOLELY RESPONSIBLELE PERIOD O TIME AFTER YOU RECEIVE THEM. YOU ISE a complete list of and complete access to your IP addresses will significantly impair SOLELY FOR BACKING UP AND/OR OTHERWISE the scanning services and may result in incomplete or inaccurate results.You agree PROTECTING YOUR DATA,SYSTEMS,AND SERVICE. that the Clover Security Plus services hereunder, including without limitation their laws, .Use of Clover Security Plus does not (a) guarantee compliance with any functionality and contents, constitute confidential information, and your use and/or laws, Rules, or applicable standards (including the PCI DSS), (b) affect your access to the Clover Security Plus is subject to the terms of confidentiality set forth obligation to comply with laws, Rules, and applicable standards(including the PCI in this Agreement. DSS), or (c) guarantee protection against a Data Incident. Your use of Clover 40.3.Data Collection.In the course of providing the Clover Security Plus,we may Security Plus involves inherent risks,including system performance,availability,and collect information relating to activities on your network(the"Data") including, but data corruption.We make no promise,and disclaim all warranties of any kind, that not limited to:network configuration,TCP/IP packet headers and contents,log files, the use of Clover Security Plus will detect all vulnerabilities on your system,or that malicious codes, and Trojan horses. We retain the right to use the Data or our vulnerability assessments, suggested solutions, information, or advice is error- aggregations thereof for any reasonable purpose. free or complete. 40.7.Intellectual Property Rights. GenCP-WF-2602 PG 02.28.23 27 40.7.1.All right, title, and interest in and to all confidential information and actions that would interfere with the proper working of any part of the Clover intellectual property related to the Clover Security Plus (including the Marks, all Security Plus, prevent access to or use of any of the Clover Security Plus by other Software , the content of any materials, web screens, layouts, processing users, or in our reasonable judgment, impose a large load on our infrastructure, techniques, procedures, algorithms, and methods and any updates, changes, network capability or bandwidth; or(e) use the Clover Security Plus (or any part) alterations, or modifications to or derivative works from such intellectual property), except as permitted in this Agreement. owned, developed or licensed by us prior to, during the term of, or after this 40.10.3.We have the right to rely on user names, password and other sign on Agreement,or employed by us in connection with the Clover Security Plus,shall be credentials/access controls for the Clover Security Plus or any Software(including and remain,as among the Parties or our Affiliates',our vendors'or our licensors'(as Federated Single Sign-on credentials) provided or approved by us to authenticate applicable) sole and exclusive property, and all right, title and interest associated access to,and use of,the Services and any Software. with the Clover Security Plus, Equipment and Software not expressly granted by us 40.11.Indemnification. In addition to other indemnifications provided in this in this Agreement are deemed withheld.You may not use our Marks in any manner, Agreement,you agree to indemnify and hold us,our Affiliates and third party service including in any advertisements,displays,or press releases,without our prior written providers harmless from and against all losses, liabilities, damages and expenses consent. arising from (a) your use of the Clover Security Plus, including any Software or 40.7.2.You may not, nor may you permit any third party to do any of the following: Equipment provided under this Agreement; or(b)any other person's authorized or (a)decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct unauthorized access and/or use of the Clover Security Plus(or any part), Software or discover by any means any source code, underlying ideas or algorithms of the or Equipment, whether or not using your unique username, password, or other Clover Security Plus,Software or Equipment(or any part),except to the extent that security features. such restriction is expressly prohibited by law; (b)modify,translate,or alter in any 40.12.Liability Waiver. manner,the Clover Security Plus,Software or Equipment(or any part)or the Marks; 40 12 1 Subject to your subscribing to the entire Clover Security Plus bundle and to (c) create derivative works of or based on the Clover Security Plus(or any part), the terms of this Agreement,we agree to waive liability that you have to us under Software or the Marks; (d) except for backup and archival purposes, directly or this Agreement for Security Event Expenses resulting from a Data Incident first indirectly copy the Clover Security Plus or any Software(or any part); (e)republish, discovered by you or us while you are receiving and utilizing the Clover Security upload,post,transmit,disclose,or distribute(in any format)the Clover Security Plus Plus(the"Liability Waiver). or Software (or any part) except as permitted in this Agreement; or (f) remove, 40.12.2.The maximum amount of Liability Waiver for all Data Incident Expenses relocate, or otherwise alter any proprietary rights notices from the Clover Security arising out of or relating to your Data Security Events first discovered during any Plus,Software or Documentation(or any part)or the Marks. Program Year regardless of the number of such Data Security Events is as follows: 40.7.3.If we provide you with copies of or access to any Software or a)$100,000.00 maximum per each MID you have;and Documentation, unless otherwise expressly stated in writing, that Software and b)$500,000 aggregate maximum for all of your MID's. Documentation is provided on a personal, non-exclusive, non-transferable, non- assignable, revocable limited license for the period of your subscription to the 40.12.3.In addition to Section 39.12.2., the maximum amount of Liability Waiver applicable Clover Security Plus service and solely for you to access and use the during any TransArmor Program Year for EMV Upgrade Costs is further limited as Software and Documentation to receive the relevant Clover Security Plus service for follows: its intended purpose on systems owned or licensed by you. Software can only be a)$10,000 maximum per each MID you have;and used with certain computer operating systems and it is your responsibility to ensure b)$25,000.00 aggregate maximum for all of your MID's. that you have the appropriate hardware and software to use the Software. These limitations apply during each twelve-month period from June 1 through May 40.7.4.You shall not take any action inconsistent with the stated title and ownership 31 regardless of the number of Data Incidents you may experience. in this Section 39. You will not file any action, in any forum that challenges the 40.12.4.All Data Incident Expenses resulting from the same,continuous,related or ownership of any part of the Clover Security Plus or any software, materials or repeated event or facts will be deemed to arise out of one Data Incident for Documentation.Failure to comply with this provision will constitute a material breach purposes of these limits. The Liability Waiver is available only while you are using of this Agreement. We have the right to immediately terminate your access to and and paying for Clover Security Plus. use of the Clover Security Plus in the event of a challenge by you. 40.12.5.The Liability Waiver will not apply to any of the following: (a) any Data 40.7.5.If you are acquiring any of the Clover Security Plus services on behalf of any Incident that began before you started using Clover Security Plus or that is reported part of the United States Government (Government): any use, duplication, or to us after you stopped using Clover Security Plus; (b)any fines or assessments disclosure by the Government is subject to the restrictions set forth in against you that are not the direct result of a Data Incident; (c)any repeated Data subparagraphs (a) through (d) of the Commercial Computer Software-Restricted Incidents,unless between the repeated events a qualified security assessor certified Rights clause at FAR 52.227-19 when applicable,or in subparagraph(c)(1)(ii)of the you as PCI-compliant; (d) any routine or recurring expenses for security Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, assessments, regulatory examinations, or compliance activities; (e) any Data and in similar clauses in the NASA FAR Supplement; (b) we are the contractor Incident that occurs during any period of time that(1)a Payments Organization has /manufacturer, with the address set forth in this Agreement; and (c) any use, categorized you as a Level 1 or Level 2 merchant,or(2)you have processed more modification, reproduction, release, performance, display or disclosure of Clover than 6 million transactions during the 12-month period before the Data Incident; (f) Security Plus and/or the accompanying documentation by the Government or any any expenses (other than Data Incident Expenses) incurred to bring you into of its agencies shall be governed solely by the terms of this Agreement and shall be compliance with the PCI DSS or a similar security standard;or(g)any Data Incident prohibited except to the extent expressly permitted by this Agreement. Expenses that arise out of an uncontrollable event or any intentional, reckless, or 40.8.Software Updates,Maintenance and Changes. grossly negligent misconduct on your part. 40.8.1.We may perform maintenance on Software or Clover Security Plus which 40.13.Export Compliance may result in service interruptions, delays, or errors. We will not be liable for any 40.13.1.You agree not to export or re-export any Software or Equipment or any such interruptions, delays, errors, or bugs. You agree that we may contact you in underlying information except in full compliance with all applicable laws and order to assist you with the Software or Services and obtain information needed to regulations. identify and fix any errors. We may, at our discretion, release enhancements, 40.13.2.None of the Software or Equipment or any underlying information may be improvements or other updates to any Software,or otherwise make any changes to downloaded or otherwise exported or re-exported (a)to any country to which the the Clover Security Plus(or any part). United States has embargoed goods (or any national or resident thereof); (b) to 40.8.2.You acknowledge and understand that certain Software can automatically anyone on the United States Treasury Department's list of Specially Designated install, download, and /or deploy updated and /or new components, which may Nationals or the United States Commerce Department's Table of Deny Orders; or include a new version of the Software itself. You shall not, in any event or in any (c)in any manner not in full compliance with the requirements of the United States manner, impede the update process. You agree to assume full responsibility and Bureau of Industry and Security and all applicable Export Administration indemnify us for all damages and losses, of any nature, for all adverse results or Regulations. third party claims arising from your impeding the update process. 40.13.3.If you have rightfully obtained Software or Equipment or any underlying 40.9.Accessing Services via the Internet or third parties.You agree that we shall information outside of the United States,you agree not to re-export the same except not be liable to you for any claims,damages,losses,obligations,costs or expenses as permitted by the laws and regulations of the United States and the laws and or other liability arising directly or indirectly from or otherwise concerning (a) any regulations of the jurisdiction in which you obtained it.You warrant that you are not termination,suspension,delay or disruption of service(including billing for a service) located in, under the control of,or a national or resident of any such country or on by the internet, any common carrier or any third party service provider; (b) any any such list failure, disruption or malfunction of the Clover Security Plus, the Internet, or any 40.14.Definitions: communications network, facility or equipment beyond our or a third party's a)Card Organization Assessment means a monetary assessment, fee, fine or reasonable control,whether or not attributable to one or more common carriers; or penalty levied against you or us by a Card Organization as the result of(i)a Data (d)any failure to transmit,obtain or collect data or for human, machine or software Security Event or (ii) a security assessment conducted as the result of a Data errors or faulty or erroneous input by you. Security Event;provided,that The Card Organization Assessment shall not exceed 40.10.Access and Use of Services. the maximum monetary assessment, fee, fine or penalty permitted upon the 40.10.1.Unless we otherwise agree in writing,the Clover Security Plus shall be for occurrence of a Data Security Event by the applicable rules or agreement in effect your internal business use in the United States and US territories or possessions as of the inception date of this Agreement for such Card Organization; only. b)Cardholder Information means the data contained on a Card, or otherwise 40.10.2.You shall not and shall not permit any third party to: (a)access or attempt provided to Client, that is required by the Card Organization or us in order to to access any of the Clover Security Plus service that is not intended to be available process,approve and/or settle a Card transaction; to you; c)Card Replacement Expenses means the costs that the we or you are required (b)access or use(in any format)the Clover Security Plus(or any part)through any to pay by the Card Organization to replace compromised Cards as the result of(i)a time-sharing service, service bureau, network, consortium, or other means; (c) Data Security Event or(ii)a security assessment conducted as the result of a Data without our advanced written consent,use,ship or access TransArmor(or any part) Security Event; outside or from outside of the United States;(d)perform or attempt to perform any d)Data Protection is a Clover Security Plus service that provides encryption of GenCP-WF-2602 PG 02.28.23 28 cardholder data at your payment environment and replaces the data with a token or even though it may be conditional, contingent, indirect, potential, secondary, randomly generated number; unaccrued,unasserted,unknown,unliquidated,or unmatured. e)Clover Security Plus is the suite of security services provided by us and known Confidential Information means the Payeezy Gateway Services, Documentation, as TransArmor. operational procedures, the terms and conditions of this Section 40 (including any f)Data Security Event means the actual or suspected unauthorized access to or schedule, exhibit or addendum), pricing or other proprietary business information, use of Cardholder Information,arising out of your possession of or access to such and any other information provided to you by us,whether or not such information is Cardholder Information,which has been reported(i)to a Card Organization by you marked as confidential; provided, however, that Confidential Information will not or us or(ii)to you or us by a Card Organization.All Security Event Expenses and include information that: (a)is or becomes generally known to the public through no Post Event Services Expenses resulting from the same, continuous, related or fault of yours; (b) was lawfully obtained by you from a third party free of any repeated event or which arise from the same,related or common nexus of facts,will obligation of confidentiality;(c)was already in your lawful possession prior to receipt be deemed to arise out of one Data Security Event; thereof, directly or indirectly, from the disclosing party; (d) is independently g)Documentation means any documents, instructions,web screen, layouts or any developed by you without the use of the Confidential Information; (e) is disclosed other materials provided by us relating to the Software or the Clover Security Plus; with our express written permission;or(f)is disclosed pursuant to a lawful court or h)Equipment means equipment rented to or purchased by you under this governmental order,provided you provide us with prompt prior written notice of any Agreement and any documents setting out additional terms on which Equipment is proceeding that may involve such an order, and an opportunity to contest any rented to or purchased by you; disclosure at such proceeding. i)EMV Upgrade Costs means cost to upgrade payment acceptance and Customer means your customer who would like to provide payment for your goods processing hardware and software to enable you to accept and process EMV- or services. enabled Card in a manner compliant with PCI Data Security Standards; Documentation means any and all manuals and other written materials in any form j)Forensic Audit Expenses means the costs of a security assessment conducted provided for use with the Software,as amended by us from time to time,the terms by a qualified security assessor approved by a Card Organization or PCI Security of which are incorporated in this Section 40 as if fully set forth herein. Standards Council to determine the cause and extent of a Data Security Event; Intellectual Property Rights means any and all patents, copyrights, trademarks, k)Liability Waiver has the meaning as set forth in Section 39.12.1 above; trade secrets, service marks, and any other intellectual property rights, and any I)Marks means the names, logos, emblems, brands, service marks, trademarks, applications for any of the foregoing,in all countries in the world. trade names,tag lines or other proprietary designations; Merchant Account shall mean an account set up for a merchant that requires a m)Post Event Services Expenses means reasonable fees and expenses incurred card processor, bank, merchant ID,terminal ID, merchant identification number, or by us or you with our prior written consent,for any service specifically approved by otherwise named unique merchant number. Multiple physical or virtual storefronts us in writing,including,without limitation,identity theft education and assistance and that process transactions under the same unique merchant number shall be credit file monitoring.Such services must be provided by or on behalf of us or you deemed as one(1)Merchant Account. within one (1) year following discovery of a Data Security Event to a Cardholder Payeezy Gateway Services or Services means the products or services offered whose Cardholder Information is the subject of that Data Security Event for the through the Platform including,but,not limited to payment processing services such primary purpose of mitigating the effects of such Data Security Event; as authorization of transactions to the appropriate payment processing network or n)Program Year means the period from November 1st through October 31st of third party service provider, transaction responses (approved, declined), and the each year; detailed reporting of those transactions,and all related and applicable Software. o)Security Event Expenses means Card Organization Assessments, Forensic Platform means our operated,or approved, electronic payment platform(s)and/or Audit Expenses and Card Replacement Expenses. Security Event Expenses also gateway(s)(also referred to as the"Payeezy Gateway")through which the payment includes EMV Upgrade Costs you agree to incur in lieu of a Card Organization Services contemplated under this Section 40 are provided. Assessment; Software means all applications, protocols, software components and other p)Software means all software, computer programs, related documentation, interfaces and software provided by us to you pursuant to this Section 40,and any technology,know-how and processes embodied in the Equipment(i.e.firmware)or and all Updates. otherwise provided to you under this Agreement. For the avoidance of doubt, the Updates means an embodiment of the Software that provides enhancements and term Software shall not include any third party software available as part of a service /or improvements. provided from someone other than us or our vendors or which may be obtained by Your Systems means any web site(s) or interfaces to the Services that are you separately from the Clover Security Plus(e.g.any applications downloaded by operated or maintained by you or on your behalf through which transactions are you through an application marketplace); submitted for processing,and all your other associated systems. q)TransArmor PCI is a Clover Security Plus service that provides access to online 41.2.Fees.Client shall pay Processor the fees for the Payeezy Gateway Services PCI DSS Self-Assessment Questionnaires (SAQ)to validate PCI data standards: as set forth on the Application. A separate account with us for Payeezy Gateway and Services shall be required for each separate Merchant Account held by you. TransArmor Data Protection Service 41.3.Term; Termination. The Payeezy Gateway Services shall commence as of 40.15.The TransArmor Data Protection service encrypts cardholder data at the the effective date of this Agreement and shall remain in effect until terminated by point of transaction and replaces it with a unique identifier(a token)that is returned either party as provided herein. Either party may terminate these Services upon with the authorization response. You must use the token you receive with the giving the other party at least thirty(30)days prior written notice.We may suspend authorization response instead of the card number for all other activities associated or terminate your access to the Services without prior notice,with or without cause. with the transaction, including settlement, retrieval, chargeback, or adjustment Regardless of the reason for termination,you shall be responsible for the payment processing as well as transaction reviews. If you fully deploy and use the of all fees due up to and including the effective date of termination. 41.4.License Grant. TransArmor Data Protection service,the token returned to you with the authorization response cannot be used to initiate a financial sale transaction by an unauthorized additional rights and licenses granted in the Documentation), we hereby grant you .License. Subject to the terms and conditions of this Agreement(including person outside your point of sale systems or the systems where you store your additi transaction data.The TransArmor Data Protection service can only be used with a and you hereby accept a non-sublicensable, royalty free, non-exclusive, point of sale device,gateway,or service that we have certified as being eligible for nontransferable, revocable limited license to use the Services, during the term of the TransArmor Data Protection service.The TransArmor Data Protection Service is this Agreement,for the sole and limited purpose of submitting payment transactions provided to you by Processor and not by Bank. to us for processing, and otherwise using our Services as set forth herein. For 40.16.Use of the TransArmor Data Protection Service does not (a) guarantee clarity, all references to Services in this Agreement shall include the applicable Software. compliance with any laws, Rules,or applicable standards(including the PCI DSS), (b) affect your obligation to comply with laws, Rules, and applicable standards 41.4.2.Documentation License. Subject to the terms and conditions of this (including the PCI DSS),or(c)guarantee protection against a Data Incident. Agreement,we hereby grant, and you hereby accept, a non-sublicensable, royalty srn free, non-exclusive, non-transferable, revocable limited license to use the 41.Special Provisions Regarding Payeezy Gateway Services Documentation during the term of this Agreement for the sole and limited purpose of If you elect to utilize the Payeezy Gateway Services,the following additional terms supporting your use of the Services. You shall strictly follow all Documentation and conditions of this Section 40 shall apply. provided to you,as it may be amended from time to time by us,in our discretion.To The Payeezy Gateway Services are provided to you by Processor and not Bank. the extent that there is any conflict between the Documentation and the terms of Bank is not a party to this Agreement insofar as it applies to the Payeezy Gateway Agreement,the terms of this Section 40 shall govern and control. Services,and Bank is not liable to you in any way with respect to such services.For 41.4.3.Use Restrictions. You acknowledge that the Services and Documentation the purposes of this Section 40, the words"we," "our" and "us" refer only to the constitute our intellectual property, therefore, you shall not, and shall not cause or Processor and not the Bank. permit any third party to: (i)use the Services in any way, other than in accordance The Payeezy Gateway Services provided and other matters contemplated under with this Agreement or the Documentation or as otherwise instructed by us in this Section 40 are subject to the rest of this Agreement,as applicable,except to the writing; (ii) use the es or toos e or lDocumentation,anyproduct either directly or indirectly,tewth for g ppbenchmarking purposes or develop any product or service that competes with the extent the terms of this Section 40 directly conflict with another provision of this products and services provided under this Section 40; (iii)disassemble,decompile, Agreement,in which case the terms of this Section 40 will control. decrypt, extract, reverse engineer or modify the Services, or otherwise apply any 41.1.Definitions.Capitalized terms used in this Section 40 shall have the meaning procedure or process to the Services in order to ascertain, derive, and/or given as defined in this Section or as defined in the Glossary or elsewhere in this appropriate for any reason or purpose, the source code or source listings for the Agreement. Services or any algorithm, process, procedure or other information contained in the Claim means any arbitration award, assessment, charge, citation, claim, damage, Services,except as otherwise specifically authorized in accordance with this Section demand, directive, expense, fine, interest,joint or several liability, lawsuit or other 40;(iv)provide the Services or Documentation to any third party,other than to your litigation, notice, infringement or misappropriation of any Intellectual Property Right authorized employees and contractors who are subject to a written confidentiality or violation of any law,and any consequential,indirect,special,incidental or punitive agreement, the terms of which are no less restrictive than the confidentiality damages and any attorney's fees and expenses incurred in connection therewith. provisions of the Agreement;(v)use,modify,adapt,reformat,copy or reproduce the For purposes of the foregoing Claim definition,a Claim shall be considered to exist Services or Documentation or any portion thereof,except as is incidental to the GenCP-WF-2602 PG 02.28.23 29 purposes of this Section 40,or for archival purposes(any copies made hereunder for any unauthorized access to your data or Your Systems by any means or device. shall contain all appropriate proprietary notices); (vi) rent, lease, upload, assign, 41.5.5.Suspension of Access to the Platform and Services. We may suspend sublicense, transfer, distribute, allow access to, or time share the Services or your access to the Platform and Services, without prior notice, with cause. For Documentation; (vii) circumvent or attempt to circumvent any applicable security purposes of this Section 40 the term"cause", in addition to cause as defined under measures of the Services;(viii)attempt to access or actually access portions of the the Agreement,shall mean that significant activity by you has been detected(which Platform or Services not authorized for your use;and/or(ix)use the Services in any excludes a high volume of transactions)or the security or integrity of the Platform is unlawful manner or for any unlawful purpose. materially compromised. We will make commercially reasonable efforts to provide 41.4.4.Updates. From time to time we may, at our discretion, release Updates or prior notification to you of any such proposed suspension and provide you with a modify the Software. In the event we notify you of any such Update, you shall reasonable opportunity to cure, provided just you(and no other user)are affected, integrate and install such Update into Your Systems within thirty(30)days of your and provided such cure is allowed by the applicable law or the Card Organization receipt of such notice. You acknowledge that failure to install Updates in a timely Rules. If prior notification to you is not possible because such significant activity or fashion may impair the functionality of the Platform or any of our Services provided security issue would materially and adversely affect other users of the Platform and hereunder. We will have no liability for your failure to properly install the most Services, then we will provide notice of such suspension as promptly as possible current version of the Software or any Update, and we will have no obligation to thereafter with detailed information regarding the suspected fraudulent activity or provide support or Services for any outdated versions. security issue, as well as any other information that can assist you with identifying 41.4.5.Licensors.The licenses granted hereunder may be subject to other licenses the root cause of the problem responsible for such suspension. Upon a currently held by us or our subcontractors.Should any license held by us to certain determination by us that you are not responsible for the fraudulent activity or technology or software be terminated or suspended, the corresponding license(s) security issue resulting in the suspension or any security threat as abated, the granted to you hereunder may also be terminated or suspended in our sole and Services and your license to the Software shall be promptly re-activated and the absolute discretion. You acknowledge and agree to such potential termination or Services under this Section suspension and hereby waive any and all damages, whether actual, incidental or 40 shall recommence. Regardless of the reason for such suspension, you shall be consequential resulting therefrom. responsible for the payment of all fees due up to and including the effective date of 41.4.6.Export Compliance.You agree not to export or re-export the Software or the suspension. any underlying information or technology except in full compliance with all applicable 41.6.Security of Information. We will use commercially reasonable efforts to laws and regulations. In particular, but without limitation, none of the Software or maintain the security of the Services and the Platform. You will use commercially underlying information or technology may be downloaded or otherwise exported or reasonable efforts to maintain the security of Your Systems.Such steps by you will re-exported(i)to any country to which the United States has embargoed goods(or be taken at your sole cost and expense, and shall include, without limitation: (i) any national or resident thereof); (ii) to anyone on the United States Treasury creating firewalls to protect against unauthorized access to Your Systems by your Department's list of Specially Designated Nationals or the United States Commerce employees, contractors, Customers, or by any other person; and (ii) implementing Department's Table of Deny Orders;or(iii)in any manner not in full compliance with reasonable protective techniques suggested by us. You further agree that you will the requirements of the United States Bureau of Industry and Security and all be bound by and comply with all of our and all Card Organization security rules and applicable Export Administration Regulations. If you have rightfully obtained the regulations as they now exist or as each may be amended or supplemented from Software outside of the United States, you agree not to re-export the Software time to time. Notwithstanding the foregoing, the parties recognize that there is no except as permitted by the laws and regulations of the United States and the laws guarantee or absolute security of information that is communicated over the intemet. and regulations of the jurisdiction in which you obtained the Software.You warrant 41.7.Privacy.We have adopted online Privacy Statement(s)to inform individuals that you are not located in,under the control of,or a national or resident of any such as to our online collection and use of personal information. You agree that, during country or on any such list. the term of this Agreement, you will adequately communicate and comply with an 41.4.7.Federal Acquisition Regulations. If you are acquiring the Software on appropriate privacy policy explaining your online collection and use of the personal behalf of any part of the United States Government (the "Government"), the information of your Customers. Unless required by law,Card Organization Rules,or following provisions apply:Any use,duplication,or disclosure by the Government is done pursuant to this Agreement, you shall not, under any circumstances, sell, subject to the restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software-Restricted Rights clause a.t FAR 52.227-19 when purchase,trans provide, or otherwise disclose any customer's account information,s applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and a alllidn information,securely. ore mayothyr advperise potential information userser to any third eps thath. You havevll Computer Software clause at DFARS 252.227-7013, and in similar clauses in the store data securely.We advise of the services we NASA FAR Supplement.We are the contractor/manufacturer,with the address set a relationship with syou. forth below. Any use, modification, reproduction, release, performance, display or 41.8. ty Audit Rights. Upon noticerC oo you, we may audit your usage,rmiron, andrds and disclosure of the Software and/or the accompanying documentation by the security p the pSrovided hereundere your to Ceustomer's that yount processing informServicesation, thll Government or any of its agencies shall be governed solely by the terms of this services provided provisionso of thish that (ii)ate using the applicable fees in h fulle Agreement and shall be prohibited except to the extent expressly permitted by the complianceeenpaid; with theyouareri t Section 40; that all v)that oure in terms of this Section 40. been paid;(iii)that adhering to your privacy policy;and; (iv)that you are in 41.4.8.Return/Destruction. Upon termination or expiration of this Agreement, all lifull compliance wirg all applicable Organization laws, regulations andshall rules conducted(ioe butd not licenses granted hereunder shall immediately terminate, and within five (5) days regulaitedr businesst Card urstyour Rules).andAdyshall such not inauterfere r during thereof,you shall either return to us or destroy the Software and the Documentation, regular hours at offices interfere unreasonably with your and shall so certify to us in writing. business. 41.4.9.No other Licenses.Except as expressly provided above, no license for any 41.9.n Indemnification.andourYou shall indemnify,e ors,defe employees,and hold us, our shareholders,su a s patents, copyrights, trademarks, trade secrets or any other Intellectual Property andand affiliatesttorny and our andy their officers,risidirectors,the conduct yourbusiness,agents Rights,express or implied,are granted hereunder. Transactions attorneys sfrubmitted any Claim(s)uharising from conduct of yourprocessing, oc any 41.4.10.Use of Transaction Data.As permitted by applicable law and regulations, any lsor inaccurate through the Platformnmade hereunder fort payment nce, ud, we reserve the right to copy and distribute to third parties, any information false or evioreo anyion by you or the agents,negl orfro fraud,r associated with your use of the Services or your activities on the Platform. dishonestyreto rio ly c comply, in of of your employeesth : (i)o ms from your 41.5.Platform Matters failure strictly in whole or in part, with any: terms and conditions 41.5.1.Integration with Your Systems. While we provide Software to you, you applpursuant to this Agreement and any addenda hereto or Documentation; or (ii) acknowledge that the Software itself is insufficient to allow Your Systems to function immediatelyate law, regulations the or rules. Upon written notice from us tov you, you shalln with the Platform. Programming, development and maintenance of Your Systems undertake the defense of such Claim by representatives of your own and their functionality are your sole responsibility.You have the sole responsibility to choosing,subject ofto oura reasonable approval. select and employ any competent programming agent(s) to accomplish the 41.10. .Limitation Processoris liable programming required to make Your Systems function correctly with the Platform by.you. not liable for the meritm and legitimacythu.We of the orders responsible fo and the payment services contemplated hereunder ("Integration"). You shall be by you.dataA entryl i ty for Custy mof orders remains win you. e are not rseul for g responsible for all technical support for Your Systems and Integration related issues. fromsy c errors,W shall Customer br misreepresentations,you oriyour Cor tomerfo errors accuracynf You agree that you will use commercially reasonable efforts to complete the heinformation your a n provided We bynot b Platformlio to youa your Customer for the of Integration as soon as possible. You will be responsible for all of your own 4the .2.Inn eventshall the iableto or our Services. development and implementation costs associated with such Integration. this Sectiono no 40, or otherwise,webe liable anyyou,or to xeany glotaryer person or entity,cie tat under or Notwithstanding any other provision of this Section 40,you acknowledge that unless this ore , including, for, punitive,a exemplary, special, incidental s, and until you complete the Integration, no Services need be provided by us to you consequential damages, including,without limitation,any loss or injury to earnings, pursuant to this Agreement, except as otherwise specifically provided in Section 41.10. .ts goodwill. 40.5.2 below. In addition, you acknowledge and agree that, even if you have sh shall our Notwithstandingunethis a Sectiony provision in this Claimsa arising to the under,contrary,r relatedl d to, event completed Integration, if you have not entered into a valid merchant processing Sect n liabilityexceed,nder aggregate40 for alls veo any and llClaims oe by thiu agreement with an authorized bank card processor,you cannot receive the Services against us,0 whether inta the orunrelated),(inc,uhee s r of:and all totl made by you through the Platform. against related or the lesser (i)the total amount of fees through Set-UpePlAssistance Services. Subject to Section 40.5.1 above, upon your paid by you for the our Services during the 12-month period immediately preceding 4request to us, and upon payment of any applicable Fees,we will provide you with the date the hest givingdinriseprovisionsto such Claim(s)tfthoccurred;weo will(iiil$not be liablea. set-up services to assist with the Integration. Claim 4.Notwithstanding set forth herein, not from for any set-up41.5.3.Shut Downs.We reserve the right,from time to time,without prior notice,to Claims under this Agreement arising directly or indirectly or otherwise shut down and restart the Platform for maintenance and/or software upgrades for concerning:r a service)(a any termination,thehetI Internet,suspension,yo delaym or r disruptioneo of serviceparty(including billing for a by any common carrier or any third service reasonable time periods of one minute or more. provider; (b) any failure, disruption or malfunction of the Services provided 41.5.4.Orders by Customers. You are solely responsible for accepting, hereunder or the Internet, or any communications network, facility or equipment processing, and filling any orders for purchases by your Customers, and for beyond our reasonable control,whether or not attributable to one or more common handling any inquiries arising therefrom.You shall use the highest standards in the carriers or third party service providers; (c) any failed attempts by you or your industry in responding to complaints by Customers.We are not responsible or liable Customers to access any Systems or to complete processing transactions;or(d) GenCP-WF-2602 PG 02.28.23 30 any failure to transmit,obtain or collect data from Customers or for human,machine related to Main Street InsightssM and sub-licensed to you by Processor. or software errors or faulty or your or your Customer's erroneous input. Except as "First Data Main Street Insights Solution" or Main Street Insights Solution" expressly agreed to by us in writing with respect to any Separate Product,we are means the website or the application associated with Main Street InsightssM, the not liable for any Excluded Products. object code version of the Main Street Insights software applications and 41.11.DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE AND AGREE communications you receive from the applications.Among other things, Main Street THAT THE USE OF THE PAYEEZY GATEWAY SERVICES AND Insights allows merchants to track and visualize information regarding their own DOCUMENTATION ARE AT YOUR SOLE RISK WE MAKE NO revenue,ticket size,and Customers contained in the Data and other third party data REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,AND NO IMPLIED sources. Main Street Insights may also permit a merchant to compare its AT LAW WARRANTY SHALL ARISE FROM THIS SECTION, PAYEEZY Performance to groups of similar businesses within their industry and /or certain GATEWAY SERVICES, DOCUMENTATION, OUR PROCEDURES, OTHER geographic areas using the Data and other third party data sources, subject to SERVICES PROVIDED OR PERFORMED BY US HEREUNDER, INCLUDING, certain limitations. The features and functionality of Main Street Insights may be WITHOUT LIMITATION:(A)ANY IMPLIED WARRANTIES OF MERCHANTABILITY modified from time to time by First Data or its third party provider(s). For the OR FITNESS FOR A PARTICULAR PURPOSE, (B) ANY WARRANTIES OF avoidance of doubt, the term "software' in this definition does not include any NONINTERFERENCE OR NON-INFRINGEMENT; OR (C) ANY WARRANTIES software that may be obtained by you separately from Main Street Insights (e.g., THAT ANY PRODUCT OR SERVICE PROVIDED HEREUNDER(INCLUDING BUT any applications downloaded by you).The First Data Main Street Insights Solution is NOT LIMITED TO THE SOFTWARE)WILL(1)MEET YOUR REQUIREMENTS; (2) deemed part of the"Services,"as defined in and provided under the Agreement. OPERATE ACCORDING TO YOUR EXPECTATIONS; (3) PROVIDE ACCURATE Main Street Insights Solution Fees" means the fees charged for your use of the DATA; OR (4) OPERATE UNINTERRUPTED OR ERROR FREE. ANY AND ALL First Data Main Street Insights Solution,which includes additional fees for multiple SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED BY US AND WAIVED BY locations. YOU. WE DO NOT WARRANT THAT ANY ERRORS WILL BE CORRECTED. "Third Party Services" are the services, products, promotions or applications EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN,THE PAYEEZY provided to you by or through someone other than Processor. GATEWAY SERVICES, (INCLUDING WITHOUT LIMITATION THE PAYEEZY "User Documentation" means that documentation regarding the operation, GATEWAY AND SOFTWARE), DOCUMENTATION AND OTHER SERVICES guidelines and features and functionality of Main Street Insights that is made PROVIDED HEREUNDER ARE PROVIDED ON AN "AS-IS, WITH ALL FAULTS" available to you from time to time at the website,by internet link or otherwise. User BASIS. THIS DISCLAIMER OF WARRANTIES CONSTITUTES AN ESSENTIAL Documentation may be modified from time to time by First Data or its third party PART OF THIS AGREEMENT.All decisions to reject any processing transaction or provider(s). payment for your products or services are solely your responsibility. 42.2.License Grant Subject to the Main Street Insights Terms and Conditions in 41.12.Notices. You agree to notify us of any change in your name, type of this Section 41,Processor grants you a personal, limited,non-exclusive,revocable, business, or any other information required on your Merchant Processing non-transferable sub-license,without the right to further sub-license or assign in any Application at least thirty(30) business days prior to the effective date of change. way, to electronically access and use, solely in the United States, Main Street Any notice or other communication required or permitted to be given hereunder shall Insights to manage your establishment(s) and analyze associated point of sale be in writing, addressed or transmitted to the party to be notified at such party's activities within the United States. For purposes of this Section 41,"United States" address or number at such party's last known address or number,and shall be:(i)if does not include U.S. Territories or possessions. Main Street Insights is for your sent by us, hand delivered or delivered by facsimile transmission,overnight courier internal business use only. This Section 41 does not grant you any rights to First or certified, registered, regular mail or e-mail; or (ii) if sent by you, certified or Data Main Street Insights Marks.Except for the license expressly granted herein,all registered mail, postage prepaid return receipt requested to 3975 N.W. 120th intellectual property and proprietary rights in or related to Main Street Insights and Avenue,Coral Springs, FL 33065.Any notice delivered hereunder shall be deemed First Data Main Street Insights Marks are and will remain the sole and exclusive effective,as applicable,upon delivery,if hand delivered or sent by overnight courier; Property of First Data or its affiliates, vendors, or third party provider(s) (as upon receipt as evidenced by the date of transmission indicated on the transmitted applicable), and any and all right, title and interest associated with Main Street material, if by facsimile transmission or e-mail;on the date of delivery indicated on Insights not expressly granted in this Section 41 is deemed withheld. the return receipt, if mailed by certified or registered mail; or ten (10) days after 42.3.Restrictions. mailing, if by regular mail(or as otherwise required by applicable law). The parties' 42.3.1.You may not,nor may you permit any third party,other than employees and addresses may be changed by written notice to the other party as provided herein. agents with a business need, to do any of the following: (a)access or attempt to 41.13.Subcontractors.Processor may subcontract all or part of the Services using access Main Street Insights(or any part)that is not expressly made available for a variety of providers globally,but,notwithstanding any such subcontract,Processor Public use; (b) decompile, disassemble, reverse engineer, or otherwise attempt to shall remain fully responsible for performance of the Services, including ensuring reconstruct or discover by any means any source code or any underlying data, the compliance of subcontractors with the terms of this Agreement applicable to ideas or algorithms of Main Street Insights(or any part), except to the extent that such subcontractors. such restriction is expressly prohibited by law; (c)modify,translate, or alter in any 41.14.Survival.Upon termination or expiration of this Section 40 or the Agreement, manner,Main Street Insights(or any part),or First Data Main Street Insights Marks; a party's obligations shall cease except for those remaining or required to be (d)create derivative works of or based on Main Street Insights(or any part)or Main performed following such termination. For the avoidance of doubt,the parties agree Street Insights Marks; (e) except for backup and archival purposes, directly or that those provisions of this Section that logically should survive its termination or indirectly copy Main Street Insights (or any part), except screen shots may be expiration in order to accomplish its fundamental purposes will do so. All copied and retained solely for internal business purposes; (f) republish, upload, representations, warranties, indemnities and covenants made herein shall survive post, transmit, disclose, or distribute (in any format) Main Street Insights (or any the termination of this Section and shall remain enforceable after such termination. part)except as expressly permitted herein; (g)access or use(in any format)Main Street Insights (or any part) through any time-sharing service, service bureau, 42 Special Provisions Regarding Main Street Insights Service network, consortium, or other means; (h) rent, lease, sell, sublicense, assign, or Terms and Conditions otherwise transfer your license rights to any third party,whether by operation of law or otherwise; (i)use o.r ship Main Street Insights(or any part)outside of the United If you elect to utilize the First Data Main Street InsightssM Solution (Main Street States,or access Main Street Insights(or any part)from outside the United States, Insights") the terms and condition in this Section 41 shall apply ("Main Street without in any case obtaining our advance written consent; (j)remove, relocate, or Insights Terms and Conditions"); and if you were granted a First Data Main otherwise alter any proprietary rights notices from Main Street Insights(or any part), Street Insights Temporary Demonstration License, an election for Services under or First Data Main Street Insights Marks; (k) perform or attempt to perform any this Section 41 shall serve to supersede it.Main Street Insights is provided to you by actions that would interfere with the proper working of Main Street Insights,prevent Processor and not Bank. Bank is not liable to you in any way with respect to Main access to or use of Main Street Insights by other users, or in our reasonable Street Insights. Main Street Insights, transactions processed, and other matters judgment impose an unreasonable or disproportionately large load on Main Street contemplated under Section 40 are subject to the terms and conditions of the Insights' infrastructure, network capability or bandwidth; or (I) use Main Street Agreement, as applicable, except to the extent the terms directly conflict with the Insights(or any part)except as permitted in Section 41.2. Main Street Insights Terms and Conditions, in which case the Main Street Insights 42.3.2.You shall not take any action inconsistent with the stated title and ownership Terms and Conditions will control. in Section 41.2. You will not file any action in any forum that challenges the 42.1.Definitions. Capitalized terms used herein shall have the meanings given to ownership of any part of Main Street Insights any related software, materials or such terms as set forth in Section 41.1 or as defined elsewhere in this Section 41,or User Documentation. Failure to comply with this provision will constitute a material the Agreement. breach of this Agreement and may restrict Processor's ability to sublicense Main "Customer" means a Person who makes a purchase of goods or services from Street Insights to you. Processor has the right to immediately terminate Services you,the transaction detail of which is utilized in Main Street Insights. under this Section 41, and First Data has the right to immediately terminate your "Customer Information" means information about your Customers (e.g., name, access to and use of Main Street Insights in the event of a challenge by you. mailing address,card account number,e-mail address,telephone number)obtained 42.4.Main Street Insights Limitations and Requirements. in connection with your use of the Services and may be utilized in Main Street 42.4.1.You may access Main Street Insights through your Device using a wired Insights. (ethernet) or wireless (wifi or cellular) connection to the Internet. You are solely "Data" means transaction data that may include processing data from First Data responsible for the payment of any fees that may be imposed by your Inteme/data Merchant Services LLC's credit and debit information warehouse and other provider.Your use of Main Street Insights may be subject to: (a)the terms of your available sources that First Data Merchant Services LLC owns or has a contractual agreements with your Internet/data provider; and(b)the availability or uptime of or other right to use in Min Street Insights. the services provided by your Internet/data provider. "Device" means a tablet, computer, smartphone or other mobile device, or other 42.4.2.You may use Main Street Insights to conduct analysis of the Data and third device that you use to access the Main Street Insights website to receive or to which party data made available through Main Street Insights application and/or other you receive communications from Main Street Insights. tools made available at the website or in the application. "First Data" means First Data Corporation, which is the parent company of First 42.4.3.First Data may alter which Devices and browsers are approved as Data Merchant Services LLC. compatible with Main Street Insights in its discretion from time-to-time. "First Data Main Street Insights Marks"means the trademarks or service marks 42.4.4.First Data may perform maintenance on Main Street Insights from time to GenCP-WF-2602 PG 02.28.23 31 time which may result in service interruptions, delays, or errors. Neither First Data PROVIDER(S),WILL BE RESPONSIBLE FOR ANY ACTIONS OR ANY FAILURES nor its affiliates, vendors, or third party provider(s), will be liable for any such TO ACT OF ANY THIRD PARTY,AND SUCH LIABILITY RELATED TO ALL THIRD interruptions, delays, errors, or bugs. You agree that First Data or its affiliates, PARTY SERVICES IS EXPRESSLY DISCLAIMED. vendors,or third party provider(s)may contact you in order to assist you with Main 42.8.Account Registration. First Data may require you to register at Main Street Street Insights and obtain information needed to identify and fix any errors. Insights website or through the application.If and when prompted by the registration 42.4.5.You shall at all times comply with the User Documentation. process, you agree to(a)provide true, accurate, current and complete information 42.4.6.You shall comply with the following requirements in connection with your use about yourself and/or your business, and (b) maintain and update this information of Main Street Insights: to keep it true,accurate,current and complete. If any information provided by you is 42.4.6.1.In the event you are able to discern any information about a particular untrue, inaccurate, not current or incomplete, First Data has the right to terminate entity or individual from the information available from Main Street Insights, either your First Data Main Street Insights account("Account") and refuse any and all alone or with other information in your possession, you understand and current or future use of Main Street Insights. acknowledge that the information may be subject to certain privacy, marketing, 42.9.Privacy and Data Use. All data collected from you in connection with the insider trading, or other applicable laws and you will limit your use thereof in Services or in connection with your use of Main Street Insights,including Customer accordance with all applicable laws. Information and information about your business and employees used with or stored 42.4.6.2.With respect to each Customer who desires to receive marketing material in or by Main Street Insights (collectively, "Account Data"), is collected by First or other communications from you via text message or email, such Customer must Data, its affiliates, vendors, and/or third party provider(s) ; therefore, the use and check the appropriate consent or the consent must be provided in writing; you are sharing of such Account Data is controlled by the applicable Privacy Policy NOT permitted to add or modify a Customer's consent indication on his behalf. displayed and available at or through a link on the Main Street Insights website.You 42.4.6.3.You (or your agents acting on your behalf) may only send marketing acknowledge and agree that First Data, its affiliates, vendors, and/or third party materials or other communications to the Customer's provided phone number,street provider(s) may access your Account Data, and our use of your Account Data is address,and/or email address if the Customer has specifically consented in writing governed by the Main Street Insights Terms and Conditions and the Agreement. executed by the Customer. You also agree that First Data, its affiliates, vendors, and/or third party provider(s) 42.4.6.4.NOTWITHSTANDING THE CAPABILITY OF MAIN STREET INSIGHTS may access and use Account Data to provide or enhance Main Street Insights or the TO COLLECT AND STORE CUSTOMER INFORMATION, SOME STATES MAY Services. LIMIT YOUR USE OF SUCH INFORMATION ONCE COLLECTED, EVEN IF THE 42.10.Protecting Your Information. You are solely responsible for ensuring that CUSTOMER HAS PROVIDED ITS CONSENT,AND/OR YOUR DISCLOSURE OF your account numbers, passwords, security questions and answers, login details SUCH INFORMATION TO THIRD PARTIES.YOU ACKNOWLEDGE AND AGREE and any other security or access information used by you to use or access Main THAT (I) YOUR USE OF CUSTOMER INFORMATION OBTAINED IN Street Insights are kept safe and confidential. You must prevent unauthorized CONNECTION WITH MAIN STREET INSIGHTS MAY BE SUBJECT TO LOCAL, access to and use of any Account Data. You are responsible for all electronic STATE,AND/OR FEDERAL LAWS, RULES, AND REGULATIONS, (II)YOU ARE communications sent to First Data, its affiliates, vendors, or third party provider(s) SOLELY RESPONSIBLE FOR KNOWING SUCH LAWS, RULES, AND containing Account Data. When First Data receives communications containing REGULATIONS, AND (III) YOU WILL AT ALL TIME STRICTLY COMPLY WITH Account Data, it will assume you sent it to First Data.You must immediately notify ALL SUCH LAWS,RULES,AND REGULATIONS. First Data if you become aware of any loss, theft or unauthorized use of any Account Data(see Main Street Insights support center contact information below). 42.4.7.You shall comply fully with the requirements of all applicable federal, state First Data reserves the right to deny you access to Main Street Insights,in whole or and local laws and regulations related to your use of Main Street Insights and in part,if First Data believes that any loss,theft or unauthorized use of any Account provision and use of Customer Information and point of sale data in connection with Data or access information has occurred. Main Street Insights. Furthermore, you are solely responsible for monitoring legal 42.11.Accuracy of Information. You are solely responsible for ensuring the developments applicable to Main Street Insights and the operation of your business, accuracy of all information and data regarding your business that you provide to interpreting applicable laws and regulations, determining the requirements for First Data, its affiliates, vendors, and/or third party provider(s) in connection with compliance with all applicable laws and regulations, and maintaining an on-going Main Street Insights(e.g., Customer Information). First Data, its affiliates, vendors, compliance program. and/or third party provider(s) disclaim any and all liability arising out of any 42.4.8.In connection with Main Street Insights, you shall receive a username and inaccuracies as a result of use of such information or data. password to access Main Street Insights.You are responsible for securely storing 42.12.First Data Main Street Insights Solution Disclaimer. and keeping the username and password in accordance with this Section 41.10 42.12.1.AS IS. USE OF MAIN STREET INSIGHTS IS AT YOUR OWN RISK. TO below. You will not permit anyone unauthorized by you to use the usemame and THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAIN STREET password and you may only authorize your employees and agents with a business INSIGHTS IS PROVIDED 'AS IS" AND NEITHER FIRST DATA NOR ITS need to use the usemame and password.At such time as multiple usemames and AFFILIATES, VENDORS, OR THIRD PARTY PROVIDER(S) MAKES ANY passwords are available,you shall restrict the use of usemames and passwords to REPRESENTATIONS OR WARRANTIES OF ANY KIND(EXPRESS OR IMPLIED) single individuals and you shall monitor use of Main Street Insights to ensure WITH REGARD TO MAIN STREET INSIGHTS, INCLUDING, WITHOUT compliance with this Section 41 by those to whom you have provided usernames LIMITATION, WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS and passwords and you shall keep records regarding who has access to which FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR THAT MAIN usernames and passwords at all times. STREET INSIGHTS WILL FUNCTION UNINTERRUPTED OR ERROR-FREE, OR 42.5.Equipment.You must obtain all equipment necessary for you to access and THAT MAIN STREET INSIGHTS IS SECURE, FREE OF VIRUSES OR OTHER use the Main Streets Insights website. No communication channel or device to HARMFUL COMPONENTS OR THAT ANY DEFECTS OR ERRORS WILL BE access the website is included within the provision of the First Data Main Street CORRECTED. Insights Solution, and you shall be responsible for all such equipment and 42.12.2.Financial Advice.First Data Main Street Insights Solution does not provide communication channels, including but not limited to all device or channel any business, investment or financial advice and is not advocating any business compatibility. decision or the sale or purchase of any real property, stocks, bonds, or securities. 42.6.Term and Termination. Main Street Insights Terms and Conditions in this First Data expressly states,and you hereby acknowledge,that Main Street Insights Section 41 shall become effective upon execution hereof and shall end when is provided solely for informational purposes and are not to be used as a substitute terminated as set forth herein. For the avoidance of doubt, except as set forth for independent financial investment advice nor are they intended to be relied upon below, termination of Services under Section 37 will not terminate the underlying by any person or entity, including you or your Customers for the purposes of Agreement. You may terminate your First Data Main Street Insights Solution investment or other financial decisions. Main Street Insights is not to be construed services at any time upon thirty(30)days' notice by calling the Customer Service as providing business or investment advice and should not be used or construed, in number on your statement. Notwithstanding the foregoing sentence, upon as much whole or in part, as a basis or recommendation for an investment or business advance notice as is commercially practicable, First Data may terminate your decision. access to, and use of Main Street Insights if(i)it is determined that you are using 42.12.3.Accuracy. While First Data takes commercially reasonable measures to Main Street Insights for any fraudulent, illegal, or unauthorized purpose, (ii) you ensure the accuracy of the information and content contained in Main Street violate the Main Street Insights Terms and Conditions or an Event of Default occurs Insights, it makes no representation or warranty of any kind with respect to Main under the Agreement, (iii)First Data terminates its agreement with any third parties Street Insights.You acknowledge and agree that all use of Main Street Insights by that are involved in providing Main Street Insights, or (iv) First Data otherwise you and all other persons shall be: (i) based upon your own determination and decides to discontinue providing Main Street Insights.You acknowledge and agree evaluation and (ii)at your sole risk.At times the Data may include third party data that an occurrence of(i)or(ii)above may be deemed an Event of Default under the that is appended to the Data and First Data has not investigated and does not make Agreement, thereby affording Processor and Bank all rights and remedies as set any representation or warranty with respect to the accuracy of the third party data. forth in the Agreement triggered by such an Event of Default, which may include 42.13.Indemnity. Without limiting your indemnification obligations in the immediate termination of the Services under Section 41 without notice. Agreement, you agree to indemnify and hold First Data, its affiliates, vendors, and 42.7.Third Party Services. Main Street Insights may be used in connection with third party provider(s)harmless from and against all losses,liabilities,damages,and Third Party Services that you obtain separately for your purposes (e.g., an expenses(including reasonable attorneys'fees)arising out of or relating to: accounting application on your Device). If you decide to use Third Party Services, 42.13.1.Your failure to comply with all terms and conditions in this Section 41, you will be responsible for reviewing and understanding the terms and conditions including but not limited to User Documentation; associated with Third Party Services (including obtaining and maintaining any 42.13.2.Your use (alone or in combination with any other information) of any required third party hardware and/or software that is required for the Third Party Customer Information, reports, information or analytics obtained in connection with Services to work with Main Street Insights).Your access of any Third Party Services your use of Main Street Insights; is at your own risk. Third Party Services are not governed by the terms and 42.13.3.The content or delivery of any marketing messages that you send or cause conditions of this Section 41 or the Agreement. ANY CONTENT DOWNLOADED to be sent to any Customer phone number or email address collected through the OR OTHERWISE OBTAINED THROUGH THE USE OF THIRD PARTY SERVICES use of Main Street Insights;or (E.G., ACCOUNTING APPLICATION) IS DOWNLOADED AT YOUR OWN RISK. 42.13.4.Any other party's access and/or use of Main Street Insights with your NEITHER FIRST DATA NOR ITS AFFILIATES,VENDORS,OR THIRD PARTY unique usemame,password,or other appropriate security code. GenCP-WF-2602 PG 02.28.23 32 42.14.Notices.First Data, its affiliates,vendors,and/or third party provider(s)may service, service bureau, network, consortium, or other means; (h) rent, lease, sell, provide notices and other information regarding Main Street Insights to you via the sublicense, assign, or otherwise transfer your license rights to any third party, method(s)described in the Agreement. whether by operation of law or otherwise; (i)use or ship the Clover Service(or any 42.15.Amendment.First Data has the right to:(i)require changes or addition to the part)outside of the United States, or access the Clover Service(or any part)from Main Street Insights Terms and Conditions in Section 41 at any time, and (ii) outside the United States, without in any case obtaining our advance written change,delete, discontinue,or impose conditions on any feature or aspect of Main consent; (j) remove, relocate, or otherwise alter any proprietary rights notices from Street Insights the Clover Service (or any part) or the Clover Marks; (k) perform or attempt to 42.16.Ideas.You may choose to,or First Data,its affiliates,vendors,or third party perform any actions that would interfere with the proper working of the Clover provider(s)may invite you to,submit comments or ideas about Main Street Insights, Service, prevent access to or use of the Clover Service by other users, or in our including,without limitation,about how to improve Main Street Insights("Ideas").By reasonable judgment impose an unreasonable or disproportionately large load on submitting any Idea, you agree that: (a) First Data expressly disclaims any our infrastructure, network capability or bandwidth;or(I)use the Clover Service(or confidentiality obligations or use restrictions,express or implied,with respect to any any part) except as permitted in subsection 42.2 above. You shall not take any Idea, (b)your submission will be non-confidential,and (c) First Data is free to use action inconsistent with the stated title and ownership in subsection 42.2 above.You and disclose any Idea on an unrestricted basis without notifying or compensating will not file any action,in any forum that challenges the ownership of any part of the you and without you claiming any rights therein.You release First Data,its affiliates, Clover Service,any related software, materials or documentation. Failure to comply vendors, or third party provider(s) from all liability and obligations that may arise with this provision will constitute a material breach of this Agreement.We have the from the receipt,review,use or disclosure of any portion of any Idea. right to immediately terminate your access to and use of the Clover Service in the 42.17.Third Party Beneficiaries. First Data, its affiliates, vendors, or third party event of a challenge by you. provider(s) used in providing Main Street Insights are intended third party 43.4.Clover Service Limitations and Requirements. beneficiaries of this Section 41 as applicable, and each of them may enforce its 43.4.1.You may access the Clover Service through your Device using a wired provisions as if it was a party hereto. Except as expressly provided in this Section (ethernet) or wireless (wifi or cellular) connection to the Internet. You are solely 41, nothing in this Section 41 is intended to confer upon any Persons any rights or responsible for the payment of any fees that may be imposed by your Internet/data remedies, and the parties do not intend for any Persons to be third-party provider. Your use of the Clover Service may be subject to: (a)the terms of your beneficiaries of this Section 41. agreements with your Intemet/data provider;and(b)the availability or uptime of the 42.18.Limitation of Liability. The cumulative liability to you from First Data, its services provided by your Intemet/data provider. affiliates,vendors,and third party provider(s)for any and all claims arising out of or 43.4.2.You may use the Clover Service to conduct point of sale activities offline; resulting from this Section 41 shall not exceed the total for the Main Street Insights transactions initiated offline will be queued and submitted for authorization when Solution Fees you paid to the Processor in the twelve months immediately Internet connectivity to the Clover System is restored.However,you assume all risk, preceding any claim. responsibility and liability associated with any transaction that you choose to conduct while the Clover Service is used offline. 43.Special Provisions Regarding Clover Service 43.4.3.The Clover Service does not function with every mobile device. Processor If you elect to use the Clover Service,the following additional terms and conditions may alter which Devices are approved as compatible with the Clover Service in our of this Section 42 shall apply. discretion from time-to-time. The Clover Service is provided to you by Processor and not Bank. The Clover 43.4.4.We may perform maintenance on the Clover Service from time to time which Service,transactions processed,and other matters contemplated under this Section may result in service interruptions, delays, or errors. We will not be liable for any 42 are subject to the terms and conditions of the Agreement,as applicable, except such interruptions, delays, errors, or bugs. You agree that we may contact you in to the extent the terms of this Section 42 directly conflict with another provision of order to assist you with the Clover Service and obtain information needed to identify the Agreement, in which case the terms of this Section 42 will control; provided and fix any errors. however, Bank is not a party to this Agreement insofar as it applies to the Clover 43.4.5.You shall at all times comply with any operating procedures, requirements, Service,and you acknowledge that Bank is not liable to you in any way with respect or guidelines regarding your use of the Clover Service that are posted on the Clover to the Clover Service. For the purposes of this Section, 42, the words"we," "our" website or otherwise provided or made available to you (collectively, "Clover Ops and"us"refer only to the Processor and not the Bank. Guide"). 43.1.Definitions. Capitalized terms used herein shall have the meanings given to 43.4.6.You shall comply with the following requirements in connection with your use of the such terms as set forth in this Section 42 or as defined in the Glossary or elsewhere CloverService: a)With respect to each Customer who requests the delivery of transaction receipts in this Agreement. "Clover Marks" means the trademarks or service marks of Clover, an affiliate of via text message or email, such Customer must enter his phone number or email Processor. address in the appropriate space displayed on the Device himself; you are NOT Cover Services, the Clover Services are owned and provided by Clover Network, permitted to add or modify any Customer Information (including but not limited to LLC (Clover)and include the website associated with Clover, the Clover software Withit number t tano email address)o behalf ofia Customer. applications (whether owned or licensed by Clover and not including third party b) inrespect tio each Customerviwhotext desires t receive marketinghCu ome material mustot applications you contract for directly with the application developer),and the Clover otherchecthe appropriate from you check box displayed message or email, such Customer App Market. Any Clover Services you receive are provided to you by Clover NOT the fed to add or modify Cum displayed t indication the Device his behaself;you are pursuant to the then-current terms of use found at www clover com/terms. NOT u(or you to add a our be alfs coayent nd marketingn in materials or "Customer" means a Person who makes a purchase of goods or services from c)You om your agents to acting Customer'so your pr)may op nenn et ad ae s, you,the transaction for which utilizes the Clover Service. and email icati es the stomer hhas sed phone consentednomber, strbyt checking "Customer Information" means information about your Customers (e.g., name, and /or email addressapplicableifb theCustomer thens specifically by checking mailing address, e-mail address, telephone number) obtained in connection with (himself)the N Gox displayedP onB L Device. your use of the Clover Service. d)NOTWITHSTANDING THE CAPABILITY OF THE CLOVER SERVICE TO our"Device"means ae tablet, one,or other mobile or fixed form factor identified COLLECT AND STORE CUSTOMER INFORMATION AND TO ALLOW YOUR CUSTOMERS TO ELECT TO RECEIVE MARKETING MATERIALS FROM YOU, by Processor from time to time as compatible with and capable of supporting the SOME STATES MAY LIMIT YOUR USE OF SUCH INFORMATION ONCE Clover Service. "Third Party Services" are the services, products, promotions or applications COLLECTED, EVEN IF THE CUSTOMER HAS PROVIDED HIS CONSENT,AND /OR YOUR DISCLOSURE OF SUCH INFORMATION TO THIRD PARTIES. YOU provided by someone other than Processor. 43.2.License Grant. During the term of the Agreement, Processor grants you a INACKNOWLEDGE AND AGREE THAT (I) TH THER USELO OF CUSTOMER MAYMY personal, limited, non-exclusive, revocable, non-transferable license, without the SUBJECT OBTAINED IN CONNECTION AND/OR WITH CLOVER SERVICE right to sublicense or assign in any way,to electronically access and use the Clover BE REGULATIONS, TO LOCAL, STATE,SOLELY RESPONSIBLE FEDERALLAWS, RULES, AND Service solely in the United States to manage your establishment and conduct LAWS, RULES, (II)ANDY RARE FOR LK AT ALLG TIME associated point of sale activities within the United States in accordance with the STRICTLYAW , COMPLY, REGULATIONS, AND RULES,(III) YOU WILL AT TIME TIONS. terms of this Section 42. For purposes of this Section 42, "United States"does not WITH ALLs SUCH LAWS, t AND REwULAvide you If TransArmor software is resident on your Device at the time we provide you with include U.S. Territories or possessions. The Clover Service is for your internal the Device and therefore part of the Clover Service, it will be used to perform such business use only. This Section 42 does not grant you any rights to the Clover encryption and tokenization ("TransArmor Service") and the additional terms set Marks. All intellectual property and proprietary rights in or related to the Clover forth in Section 39 apply. However you will only receive the applicable TransArmor Service and the Clover Marks are and will remain our,our affiliates',our vendors',or service subscribed by you as set forth in the Application. our licensors'(as applicable)sole and exclusive property,and any and all right,title f)You are responsible to provide and obtain any disclosures and consents related to and interest associated with the Clover Service not expressly granted by Processor the E-SIGN Act that may be required in connection with your communications and in this Section 42 are deemed withheld. agreements with your Customers. 43.3.Restrictions.You may not, nor may you permit any third party to do any of 43.5.Fees.You shall pay Processor the fees for Clover Service as set forth on the the following:(a)access or attempt to access the Clover Service(or any part)that is Application. not intended or made available for public use; (b)decompile,disassemble, reverse 43.6.Term and Termination.The Clover Service may be terminated at any time by engineer,or otherwise attempt to reconstruct or discover by any means any source either party upon thirty(30)days'written notice to the other party. Notwithstanding code,underlying ideas or algorithms of the Clover service or any part,except to the the foregoing sentence, upon as much advance notice as is commercially extent that such restriction is expressly prohibited by law; (c) modify, translate, or practicable, we may suspend or terminate the Clover Service if(a) we determine alter in any manner,the Clover Service(or any part)or the Clover Marks;(d)create that you are using Clover Service for any fraudulent, illegal, or unauthorized derivative works of or based on the Clover Service(or any part)or the Clover Marks; purpose, (b)you violate the terms of this Section 42 or an Event of Default occurs (e)except for backup and archival purposes, directly or indirectly copy the Clover under the Agreement, (c)we terminate our agreement with any third parties that are Service(or any part); (f)republish, upload, post,transmit, disclose,or distribute(in involved in providing the Clover Service, or (d) Processor otherwise decides to any format)the Clover Service(or any part)except as permitted herein; (g)access discontinue providing the Clover Service. You acknowledge and agree that an or use(in any format)the Clover Service(or any part)through any time-sharing occurrence of(a)or(b)above may be deemed an Event of Default under the GenCP-WF-2602 PG 02.28.23 33 Agreement, thereby affording Processor and Bank all rights and remedies as set 43.15.Amendment.We have the right to change or add to the terms of this Section forth in the Agreement triggered by such an Event of Default, which may include 42 at any time, and to change, delete, discontinue, or impose conditions on any immediate termination of the Agreement without notice. feature or aspect of the Clover Service with notice provided to you as set forth in 43.7.Third Party Services. The Clover Service may contain links to Third Party subsection 42.14 above.Any use of the Clover Service after our publication of any Services (e.g., an application marketplace). If you decide to use Third Party such changes shall constitute your acceptance of this Agreement as modified. Services, you will be responsible for reviewing and understanding the terms and 43.16.Ideas.You may choose or we may invite you to submit comments or ideas conditions associated with Third Party Services(including obtaining and maintaining about the Clover Service, including, without limitation, about how to improve the any required third party hardware and /or software that is required for the Third Clover Service("Ideas"). By submitting any Idea, you agree that: (a)we expressly Party Services to work with the Clover Service). Your access of any Third Party disclaim any confidentiality obligations or use restrictions, express or implied, with Services is at your own risk.Third Party Services are not governed by the terms and respect to any Idea,(b)your submission will be non-confidential,and(c)we are free conditions of this Section 38 or the Agreement. ANY CONTENT DOWNLOADED to use and disclose any Idea on an unrestricted basis without notifying or OR OTHERWISE OBTAINED THROUGH THE USE OF THIRD PARTY SERVICES compensating you. You release us from all liability and obligations that may arise (E.G., APPLICATION MARKETPLACE AND ANY APPS AVAILABLE AT SUCH from our receipt,review,use or disclosure of any portion of any Idea. APPLICATION MARKETPLACE) IS DOWNLOADED AT YOUR OWN RISK. 43.17.Third Party Beneficiaries.Processor's Affiliates and any Persons Processor PROCESSOR WILL NOT BE RESPONSIBLE FOR ANY ACTIONS OR ANY uses in providing the Clover Service are intended third party beneficiaries of this FAILURES TO ACT OF ANY THIRD PARTY, AND PROCESSOR EXPRESSLY Section 42,and each of them may enforce its provisions as if it was a party hereto. DISCLAIMS ANY LIABILITY RELATED TO ALL THIRD PARTY SERVICES. Except as expressly provided in this subsection 42.17, nothing in this Section 42 is PROCESSOR DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME intended to confer upon any Persons any rights or remedies,and the parties do not RESPONSIBILITY FOR ANY THIRD PARTY SERVICE OR PRODUCT intend for any Persons to be third-party beneficiaries of this Section 42. ADVERTISED OR OFFERED THROUGH THE CLOVER SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR 44.Special Provisions Regarding Clover Go Service OTHER ADVERTISING, AND PROCESSOR WILL NOT BE A PARTY TO OR IN (Mobile Payments) ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND PROVIDERS OF If you elect to use the Clover Go Service, the following additional terms and THIRD PARTY SERVICES OR PRODUCTS. conditions of this Section 43 shall apply. 43.8.Account Registration.We may require you to register and create a"Member" The Clover Go service is provided to you by Processor and not Bank. The Clover or "Merchant" account to use the Clover Service. If and when prompted by our Go service, transactions processed, and other matters contemplated under this registration process, you agree to(a)provide true,accurate,current and complete Section 43 are subject to the terms and conditions of the Agreement,as applicable, information about yourself and/or your business, and (b) maintain and update this except to the extent the terms of this Section 43 directly conflict with another information to keep it true, accurate, current and complete. If any information provision of the Agreement, in which case the terms of this Section 43 will control; provided by you is untrue,inaccurate,not current or incomplete,we have the right to provided however, Bank is not a party to this Agreement insofar as it applies to the terminate your Clover Service account("Account")and refuse any and all current or mobile payments service,and you acknowledge that Bank is not liable to you in any future use of the Clover Service. way with respect to the mobile payments service. For the purposes of this Section 43.9.Privacy and Data Use.All data collected from you at over corn or in 43,the words"we,°"our"and"us"refer only to the Processor and not the Bank. connection with your use of the Clover Service,including Customertamer Information and 1 Your mobile payments service ("Clover Go Service") enables you to accept information about your business and employees used with or stored in or by the Clover Services (collectively, "Account Data"), is collected by Clover and not card-based payments using(a)a smart phone or other supported mobile device that Processor or Bank; therefore, the use and sharing of such Account Data is you provide,(b)an approved card reader you obtain from us("Clover Go Reader"), controlled by the Clover Privacy Policy (available at https://www.clover.com and (c) an application ("Clover Go App") that you download from the Apple App /privacy_policy). You acknowledge and agree that we may access your Account Store or Google Play.The Clover Go Service does not support offline point of sale Data upon our request to Clover,and our use of your Account Data is governed by activities and requires Internet connectivity for proper functioning. We may update the terms set forth in the Agreement. the Clover Go Service from time to time. 43.10.Protecting Your Information. You are solely responsible for ensuring that 44.2.Only Apple iOS and Google Android operating systems are compatible with your account numbers, passwords, security questions and answers, login details the Clover Go Service, and only certain types of mobile devices using Apple OS and any other security or access information used by you to use or access the and Google Android are supported for the Clover Go App and Clover Go Service. Clover Service are kept safe and confidential. You must prevent unauthorized Please contact us for information on whether a particular mobile device is supported access to and use of any Account Data. You are responsible for all electronic for the Clover Go App and Clover Go Service. communications sent to us or to any third party (including Clover) containing 44.3.Additional terms of use("Clover Go Terms")apply to the Clover Go Service. (, Account Data. When we receive communications containing Account Data, we From time to time,Clover Go Terms will be presented to you electronically on an"in- assume you sent it to us.You must immediately notify us if you become aware of application"basis,and you will be required to"click to agree"before being permitted any loss, theft or unauthorized use of any Account Data. We reserve the right to to use the Clover Go App.If we update the Clover Go Terms you will be required to deny you access to the Clover Service, in whole or in part, if we believe that any "click to agree"to the updated Clover Go Terms in order to use the Clover Go App loss, theft or unauthorized use of any Account Data or access information has again. occurred. 44.4.TO USE THE CLOVER GO SERVICE, YOU MUST ALSO BE USING,AT A 43.11.Accuracy of Information. You are solely responsible for ensuring the MINIMUM, THE TRANSARMOR DATA PROTECTION SERVICE, which is accuracy of all information and data regarding your business that you provide to us sometimes referred to as"TransArmor Tokenization and Encryption".You may also or our service providers in connection with the Clover Service(e.g.,menus loaded choose to use the Clover Security Plus Solution Services, which includes the onto the Device). In addition, you are solely responsible for verifying that all TransArmor Data Protection Service. information and data loaded onto a Device by us or our service providers at your 44.5.If you are already using the single-token version of either the TransArmor Data request are accurate prior to your business use of such Device.We and our service Protection Service or Clover Security Plus Services,then no additional TransArmor providers disclaim any and all liability arising out of any inaccuracies with respect to products are needed for the Clover Go Service. such information or data. 44.6.If you are using the Payeezy Gateway or if you accept card-not-present 43.12.Clover Service Disclaimer. USE OF THE CLOVER SERVICE OR ANY payments(for example, Internet payments), you may need a different TransArmor EQUIPMENT PROVIDED WITH THE CLOVER SERVICE IS AT YOUR OWN RISK. product.Please contact us for information. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CLOVER 44.7.If you are not already using a TransArmor product,then you must first sign an SERVICE IS PROVIDED "AS IS" AND PROCESSOR MAKES NO agreement for an eligible TransArmor product. REPRESENTATIONS OR WARRANTIES OF ANY KIND(EXPRESS OR IMPLIED) 44.8.USE OF CLOVER GO READERS IS AT YOUR OWN RISK. TO THE WITH REGARD TO THE CLOVER SERVICE, INCLUDING, WITHOUT MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,CLOVER GO READERS LIMITATION, WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS ARE PROVIDED "AS IS," AND WE MAKE NO REPRESENTATIONS OR FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR THAT THE WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED) WITH RESPECT TO CLOVER SERVICE WILL FUNCTION UNINTER RUPTED OR ERROR-FREE, OR CLOVER GO READERS, INCLUDING BUT NOT LIMITED TO: (a)WARRANTIES THAT THE CLOVER SERVICE IS SECURE, FREE OF VIRUSES OR OTHER OF QUALITY,ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR HARMFUL COMPONENTS OR THAT ANY DEFECTS OR ERRORS WILL BE PURPOSE, TITLE, OR NON-INFRINGEMENT, (b) ANY WARRANTY THAT THE CORRECTED. CLOVER GO READERS WILL FUNCTION UNINTERRUPTED OR ERROR-FREE, 43.13.Indemnity. Without limiting your indemnification obligations in the (c)ANY WARRANTY THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, Agreement, you agree to indemnify and hold us harmless from and against all OR (d) ANY WARRANTY THAT THE CLOVER GO READERS ARE SECURE, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. I arising out of or relating to: 45.Special Provisions Regarding Clover Care i a)Your failure to comply with all terms and conditions in this Section 42, including but not limited to the Clover Ops Guide; 45.1.If you purchase Clover Care,"Included Equipment"means equipment listed in I,, b)Your use of any Customer Information obtained in connection with your use of the the Equipment Details section of this Agreement. Clover Care replaces, at no Clover Service; additional charge to you,Included Equipment that has failed during the Clover Care i 1 c)The content or delivery of any marketing messages that you send or cause to be Term due to manufacturer defects in materials or workmanship, normal wear and sent to any Customer phone number or email address collected through the use of tear from use in your business, and accidental damage from handling. Merchants the Clover Service;or with Included Equipment located in New York:see below for material limitations on d)Any other party's access and/or use of the Clover Service with your unique Clover Care protection. usemame,password,or other appropriate security code. 45.2.Clover Care protection begins when we ship you the Included Equipment and continues for three years from that date, (the Clover Care Term). Clover Care 43.14.Notices.We may provide notices and other information regarding the Clover protection extends to replacement devices for the remainder of the original unit's Service to you via the method(s) described in the Agreement or in the E-Sign Clover Care Term. Consent Agreement set forth below. GenCP-WF-2602 PG 02.28.23 34 a. During the Clover Care Term,Clover Care protection is limited to 3 replacements 46.2.GeP Services. per device listed in this Agreement. 46.2.1.We will provide GeP Services to you with respect to GeP transactions on the b. We reserve the right to replace Included Equipment with refurbished units.You terms and conditions set forth in this Section. The list of foreign currencies acknowledge that Clover Care protection extends only to the functionality of supported under the GeP Services will be provided to you upon request and may be devices,and not to cosmetic appearance or other non-functional matters. modified from time to time by us.Card types that we have approved for GeP Sales C. If the model of unit to be replaced is no longer in inventory,we reserve the right Transactions are VISA and Mastercard;we may modify the card types approved for to replace that unit with a model of the same or better functionality. Under no GeP transactions from time to time on notice to you. circumstances will we pay or credit you with cash in lieu of a replaced unit. 46.2.2.Client acknowledges that Client is solely responsible for all aspects of a GeP 45.3.For assistance with a failed unit,contact Customer Service. If we confirm that transaction (other than the performance of GeP Services hereunder), including the unit is eligible for replacement, we will ship you a replacement unit at no without limitation,obtaining the Cardholder's consent to execute a GeP transaction, additional cost. We reserve the right to replace each failed unit of your Included and complying with all Card Organization Rules applicable to merchants with Equipment with refurbished equipment.You may elect to purchase a new unit at our respect to GeP transactions. The Foreign Currencies that Merchant has elected to then-current rates if you do not want a refurbished unit, but we will not apply any support will be initially identified. Merchant shall notify us in writing of any additional credit to the purchase price of a new unit. Foreign Currencies that it wishes to support; if we support such currencies,we will 45.4.You must return each failed unit and its related accessories to us within 45 work with the Merchant to implement such currencies for merchant within a days after receiving the replacement unit.The package containing the replacement commercially reasonable time frame. unit will include a prepaid shipping label for returning the failed unit.You must ship 46.2.3.Authorization and Settlement between Servicers and Client of GeP Sales the failed unit (including any related unit accessories) in the same container we Transactions shall be made in the Foreign Currency on the basis of the Transaction used to ship you the replacement unit. If you do not return a failed unit (or any Price of the GeP Sales Transaction. The US Dollar amount funded for each such related accessories)to us within 45 days,we will charge you our then-current rate transaction will be based on the applicable Local currency exchange rate provided for that unit or accessory. by the applicable card organization for use on the day such transaction is submitted 45.5.Exclusions.Clover Care does not: by Merchant for entitlement. Merchant shall be subject to any and all Foreign a. Replace or otherwise protect Included Equipment in cases of loss, theft, Currency exchange rate exposure and bear all such exchange rate exposure risk in intentional damage, or damage to units incurred incidentally to fire or flood connection with each GeP Sale Transaction. damage to your business premises. Clover Care is void if you breach this 46.2.4.Refunds,Credits, returns and Chargebacks shall be treated as independent Agreement or your merchant processing agreement. Clover Care is not GeP transactions and the Transaction Rate used for refund, Credit, return and insurance nor a substitute for insurance;or Chargeback transactions shall be determined by the applicable Card Organization. b. Apply to defects or damage resulting from software,interfaces,or supplies we do Merchant shall be subject to any and all Foreign Currency exchange rate exposure not provide; loss or damage in transit between your locations; your or your and bear all such exchange rate exposure in connection with refunds, credits, vendors' or users' improper site preparation; or failure to follow written returns or Chargebacks. instructions on proper use of the Included Equipment. 46.2.5.For the avoidance of doubt,except as expressly provided in this Guide,the C. Merchants with Included Equipment located in New York: see Section 26.7 for terms and conditions of this Guide with respect to a card transaction(including the material additional exclusions. rights and obligations of Servicers and Merchant with respect to such a transaction) 45.6.We may charge you our then-current rate for any returned unit that: (1)the shall apply to GeP transactions. Agreement excludes from Clover Care, (2) has an expired Clover Care Term, (3) 46.2.6.Upon written request from Merchant, and subject to written approval from does not match the serial number of a unit for which you purchased Clover Care,or American Express,we will support American Express multi-currency transactions on (4)results in a no-problem found claim(an"NPF Claim").An NPF Claim will result if our platforms that have been certified by American Express for such purposes.Our a factory technician could not reproduce your reported defect in the returned unit or support of American Express multi-currency transactions may be subject to the returned unit performs to specifications within the factory's automated quality additional fees. assurance testing program. 46.2.7.Merchant acknowledges and agrees that all fees in the Agreement that apply 45.7.New York Merchants. For Included Equipment located in New York, Clover to and are payable by Merchant with respect to a Card transaction also apply to and Care protection does not include damage arising from normal wear and tear(except are payable by Merchant with respect to a GeP transaction or American Express as arising from product defect)or accidental damage from handling. multi-currency transaction; in addition, GeP fees apply and are payable by the a. Subject to the conditions and exclusions set forth in this Agreement,Clover Care Merchant. replaces,at no additional charge to you, Included Equipment that has failed due 46.2.8.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LOW, THE to manufacturer defects in materials or workmanship. GEP SERVICES AND, IF APPLICABLE, SUPPORT OF AMERICAN EXPRESS b. In addition to the exclusions above, Clover Care does not replace or otherwise MULTI-CURRENCY TRANSACTIONS ARE PROVIDED TO MERCHANT"AS IS", protect Included Equipment arising from causes other than manufacturer defects WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, in material or workmanship, including without limitation: damage resulting from INCLUDING WITHOUT LIMITATION,ANY EXPRESS OR IMPLIED WARRANTIES, smashed or cracked units or screens; extraneous materials in the interior of the WARRANTIES OF NON-INFRINGEMENTS, MERCHANT ABILITY OR FITNESS unit; contact with liquids; missing unit covers; melted or burnt units; cosmetic FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT ANY SUCH damage;your or your vendors'or users'improper or inadequate maintenance;or SERVICES WILL BE COMPLETELY ACCURATE, ERROR-FREE OR AVAILABLE other visible damage. Clover Care is void if you breach this Agreement. Clover WITHOUT INTERRUPTION. Care is not insurance nor a substitute for insurance. 46.3.Term;Suspension;Termination You acknowledge that the Fees charged by us are not reduced for Included 46.3.1.This GeP Service is coterminous with the Agreement and may be terminated Equipment located in New York,even though there are lesser protections provided in conjunction with or separate from the Agreement in accordance with the terms of and broader exclusions. this Section. If this GeP Service terminates prior to the termination of the -16 Special Provisions Regarding Global ePricing Services Agreement, such termination shall not terminate the obligations or rights of the Ifyou elect to receive the Global ePricingService,the terms and conditions of this parties pursuant to provisions of this Section which are to survive or be perpetual or irrevocable.Such provisions(including payment or reimbursement obligations)shall Section 46 shall apply. The Global ePricing Service("GeP Service")is provided to survive termination of this Section. you by Processor and Bank. 46.3.2.Client may terminate its participation in the GeP Services, and Servicers Capitalized terms used in this Section 46 and not otherwise defined herein shall may cease to offer the GeP Services to Client with respect to the Card have the same meaning set forth in the Agreement. Organizations:(i)without cause upon not less than thirty(30)days'written notice to 46.1.Definitions. the other party;or Foreign Currency means the currency other than the Local Currency. (ii)immediately upon written notice to the other party if Client or Servicers determine GeP Sales Transaction means a card not present transaction between Client and a that continuing to utilize the GeP Services as provided herein will violate any Cardholder in which the Client presents the Transaction Price in a card not present applicable law or any provision of the Card Organization Rules. Termination of environment and the Cardholder authorizes(i)the Transaction Price to be submitted Client's participation in the GeP Services by Client or Servicers shall terminate this to a Card Organization for settlement,and(ii)that the Cardholder's account will be Section. charged for the Transaction Price. 46.3.3.If Servicers reasonably suspect that Client is not in compliance with Card GeP Service Provider has the meaning set forth in Section 46.2.2. Organization Rules or the terms of this Section (including Section 46.2.4 above), GeP Services means the merchant pricing of goods and services in a Foreign Servicers, in their sole discretion, may: (a) immediately cease processing Client's Currency and the activity undertaken by Servicers and/or a GeP Service Provider to GeP Sales Transactions until such time as the Client verifies compliance to Service!' authorize, process, and settle GeP transactions initiated by Cardholders using a s satisfaction,and/or(b)terminate this agreement immediately. card type approved by Servicers for use with GeP Sales Transactions in a card not 46.3.4.Servicers may terminate this Service: present environment established and maintained by a Client domiciled in the United a)Immediately upon a breach by Client of its confidentiality obligations under this States or United States territories, or other countries permitted by Servicers. Section; Merchant acknowledges that Dynamic Currency Conversion as defined by Card b)For any of the reasons set forth in the Agreement that permit Servicers to Organization rules is not permitted or provided under GeP service. terminate the Agreement if applicable to the GeP Services;or GeP Sponsor Bank has the meaning set forth in Section 46.2.2. c)As otherwise set forth in this Section. Local Currency means US Dollars(i.e.,the currency associated with the domicile 46.3.5.Client may terminate this GeP Service for any of the reasons set forth in the of the Merchant utilizing the GeP Service). Agreement that permit Client to terminate the Agreement if applicable to the GeP Transaction Price means the price for a product or service sold by the Client in a Services,or as otherwise set forth in this Section. card not present environment as quoted by the Client to a Cardholder in a Foreign 46.3.6.Termination of the Agreement shall effect a termination of this GeP Service. Currency. 46.4.Third Party Beneficiaries. Servicers are direct and intended third party Transaction Rate means the then-current Foreign Currency exchange rate used by beneficiaries to the Global ePricing Service,and may enforce their rights under this the Card Organizations or their designee from time to time to convert the net funding Section directly against Client. amount into the Local Currency. GenCP-WF-2602 PG 02.28.23 35 46.5.Indemnification. exclusive venue for any actions or claims arising under or related to this Agreement 46.5.1.All limitations of liability and liability disclaimers set forth in the Agreement shall be in the appropriate state or federal court located in Suffolk County,New York. shall apply to any liability of Servicers and the liability of Servicers shall be limited to 49.3.Waiver of Jury Trial.ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL the same amount and to the same extent as Servicers' limitations set forth in the RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL Agreement. PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER 46.5.2.In addition to the indemnification obligations in the Agreement,Client agrees THIS AGREEMENT. to indemnify and hold harmless Servicers from and against all losses, liabilities, damages,and expenses(including reasonable attorneys'fees and collection costs) 50.Other Terms resulting from third party claims related to any acts or omissions of Client in 50.1.Force Majeure. No party shall be liable for any default or delay in the connection with any GeP Sales Transaction or other GeP transaction,including any performance of its obligations under this Agreement if and to the extent such default alleged misrepresentation or deceptive or unlawful trade practice, a violation of or delay is caused, directly or indirectly, by (i)fire, flood, earthquake, elements of applicable law or the Card Organization Rules, or a breach of any of Client's nature or other acts of God;(ii) any terrorist attacks or outbreak or escalation of obligations under this Section. Any limitations on Client's liability which may be hostilities,war,riots or civil disorders in any country; (iii)any act or omission of the specified in the Agreement shall not be applicable to Client's indemnification other party or any government authority;(iv) any labor disputes (whether or not obligation set forth in the preceding sentence. employees' demands are reasonable or within the party's power to satisfy); or(v) the nonperformance by a Person for any similar cause beyond the reasonable 47.PCI Concierge Terms and Conditions control of such party, including without limitation, failures or fluctuations in 47.1.If you elect to use the PCI Concierge service, the terms in this section will telecommunications or other equipment. In any such event, the non-performing apply("PCI Terms and Conditions") party shall be excused from any further performance and observance of the PCI Conciergeis pro Terms s you byo Processor and its provider obligations so affected only for as long as such circumstances prevail and such Conciergegrty is to you onlyr),and notP Bank. Bankd wills have no third-partyo providertions party continues to use commercially reasonable efforts to recommence performance (such thirdir for the PCI providerCon Pr service. or observance as soon as practicable. Notwithstanding anything to the contrary in oor lia2.PCI Cr th PCI is a service provided by Provider that assists you over the this paragraph, your failure to receive payment or funds from a Person shall not internet and phone with the components needed for PCI DSS compliance validation. excuse the performance of your obligations to us under this Agreement. The PCI Concierge service includes assisting you to complete a Security 50.2.Compliance with Laws. In performing its obligations under this Agreement, Assessment Questionnaire (SAQ) and, in some circumstances, scanning of your each party agrees otorate comply andw pall laws and regulations applicablebServicers,toit. You external(public)facing IP address(es)that has access to the internet. The cost of further agree determineto eperace provideof information re comted by as the scan for the external (public) facing IP address(es) is included in the PCI Servicers lawincluding necessary, to facilitate rulese Servicers an compliance with any Concierge Service.After you enroll in the PCI Concierge service,you will create an the applicable ofw ForeignAssetsw Controlut limitation the S and mreentaof thnse promulgated Youbu online account with Provider by reading and agreeing to Provider's Terms and Office acknowledge andagree thatyou will US Department of merchant account and/or Conditions,and you agree to comply with Provider's Terms and Conditions.To fulfill further that xa notl , those your prohibitedaccountUnlawful part of the requirements for the SAQ, you will answer a series of questions about the Services for illegal transactions,c for example, a do 61tby themaybe how your business operates,and Processor and Provider will record your answers. Internet Gamblingm Enforcement Act, a3 U.S.C. Section 5so1 listed seq, as may be You are required to answer completely, accurately, and honestly, so that the amendedDepartment from time tor time, or those involving any Person onD the U.S. information recorded is correct and you acknowledge that Processor and Provider Nationals and of kedry,PersonsOffics List Foreignaval Assets Control, Specially Designated will rely on your responses. Provider will then assist you with an attestation of prtmt Blocked State'sTerrorist (available a(availableai at gov/ofac)www.state.gov),o the U.S. compliance that Processor and Provider store in to serve as a record of your Department of aacceptance Exclusion List incertainjurisdictions ursua too for compliance validation. the processing and acceptance of transactions pursuant 31 c CFR Part 500 et seq. and other laws enforced by the Office of Foreign Assets If online scanning is needed as part of your validation, Provider will arrange ando schedule that scanning. Provider will review your scan results with your designated 50 3.Cont Notices.ol("OFAC")Except r in connectionshr with illegal specificallyact ro idy kind. point of contact and explain any actions that you may need to take to comply with 50.3. as otherwise provided, all notices and other applicable PCI DSS requirements. communications required or permitted hereunder(other than those involving normal 47.3.Fees You agree to pay a Monthly Fee for your enrollment in the PCI operational matters relating to the processing of Card transactions) shall be in Concierge service (the PCI Concierge Fee). The PCI Concierge Fee shall only writing, if to you at your address appearing in the Application or by any electronic apply to your current year's attestation of compliance. If you elect to utilize the PCI means, includingnI t but notour limited to the e-mail address SSes you have provided on the Concierge service for future years'attestations,you will be charged the then-current Application. If h us copya address appearing Gevein Counsel's Office,.5 of 3975Part N.W.of this0 rate for the applicable attestation year(s) in which you utilize the PCI Concierge Avenue,Coal Springs,a FLto 33065,Attention: Notices deemed to hav . given service.Any additional services that may be required for you to comply with the PCI Avenue,Coral r, uponand Notices of fivesha (5)5 deemed a have been hen DSS are separate and apart from the PCI Concierge Services and may incur an actually)if sent by mail or or, in courier, e the earlier days after mailing sento when additional fee, as applicable. Either party may terminate the PCI Concierge service facsimile receivedmain in the case of courier,a when copyd is actually u, and (ii)i if by by providing the other party at least 30 days' prior written notice. Processor or giin any other when t shall courier effectconfiive en actuis received.r Noticesoved. Noticerto Provider may terminate this Addendum without notice if you breach the Agreement. the your s other mannerd (includingbe effec m when address),s as o sent records, If you terminate the PCI Concierge service before your Agreement expires or is the last constitutek ewn tiv noticeess to t er ha tdrth s Agreement.en in our nge terminated, you will be charged the Annual Compliance Service Fees and Non- youll ress (includingning u e-mailo the Merchant yuou mustnotifyu a af you 30c days Receipt of PCI Validation Fees(as applicable)at then current rates for the duration youro ofad theesseffective datey of nysuchaddress),cng you e provided at least vat's of your Agreement. prior of of any change. Failure to us with a valid Disclaimer of warranties To the fullest extent permitted by applicable the PCI address(including e-mail address)may result in the termination of the Agreement. Conciergem servicef is pr dth to you is," without anya representationscable law,t r Notwithstanding the above,all bankruptcy or collection related notices must be sent warranties of any kind. This disclaimer includes express and implied warranties 2t 741the following address: Bankruptcy andck Services Inc., PO Box 6806,llHagerstown, MD such as warranties of merchantability or fitness for a particular purpose.There are 2 include the related A tn: merchant nCdllmerchon nonfic bar. . Au esuoh notices must no warranties that the PCI Concierge service will be completely error free or be o ss cl name and merchant merchant information Failure tollbe provide Notice available without interruption. to this address or include this pertinent information will be deemed ineffective. All notices must include your merchant name(s)and merchant number 48.Commercial Card Interchange Service. (s). Failure to provide notice in the manner described in this Section will be deemed ineffective. 48.1.You agree that your merchant account may utilize the Commercial Card 50.4.Headings. The headings contained in this Agreement are for convenience of Interchange Service(CCIS). reference only and shall not in any way affect the meaning or construction of any 48.2.Visa and Mastercard apply different interchange rates to commercial card provision of this Agreement. transactions based on the level of transaction detail you provide in your settlement 50.5.Severability. The parties intend every provision of this Agreement to be files. Including the sales tax amount for your commercial card transactions can help severable.If any part of this Agreement is not enforceable,the remaining provisions you qualify for lower interchange rates (although other qualification factors also shall remain valid and enforceable. apply). If you are not collecting the sales tax amount yourself and transmitting it in 50.6.Entire Agreement;Waiver.This Agreement constitutes the entire Agreement your settlement file,CCIS will calculate and transmit the sales tax amount for those between the parties with respect to the subject matter thereof,and supersedes any commercial card transactions that will qualify for lower interchange rates. previous agreements and understandings.A party's waiver of a breach of any term 48.3.This service does not affect(1)the total amount of any submitted transaction, or condition of this Agreement shall not be deemed a waiver of any subsequent or (2) your sales tax collection or reporting obligations under any tax laws or breach of the same or another term or condition. regulations that apply to you or your business. Our fee for CCIS is the percentage 50.7.Amendment. We may modify any provision of this Agreement by providing listed on your Merchant Processing Application of the resulting interchange savings written notice to you.You may choose not to accept the requirements of any such for Visa and Mastercard transactions,as applicable. change by terminating the Agreement within twenty(20)days of receiving notice. If 48.4.If a transaction is fully or partially exempt, you should enter the tax amount you choose to do so, notify us that you are terminating for this reason so that we (even if that amount is$0.00)as CCIS applies your local tax rate to the full amount may waive any early termination fee that might otherwise apply.For purposes of this of transactions when the prompt is bypassed. section, an electronic or "click-wrap" notice intended to modify or amend this 49 Choice of Law:Venue:Waiver of Jury Trial Agreement and which you check"I Accept"or"I Agree"or otherwise accept through an electronic process, shall constitute in writing as required herein. This Section 49.1.Choice of Law. Choice of Law. Our Agreement shall be governed by and 50.7 does not apply to fee changes,which are governed by Sections 26.4 and 26.5. construed in accordance with the laws of the State of New York(without regard to 50.8.Third Party Beneficiaries.Our respective Affiliates and any Persons we use its choice of law provisions). in providing the Services are third party beneficiaries of this Agreement and each of 49.2.Venue.We have substantial facilities in the State of New York and many of them may enforce its provisions as it was a party hereto. Except as expressly the services provided under this Agreement are provided from these facilities.The provided in this Agreement,nothing in this Agreement is intended to confer upon GenCP-WF-2602 PG 02.28.23 36 any Person any rights or remedies,and the parties do not intend for any Persons to account numbers of Cardholders. be third-party beneficiaries of this Agreement. Card Not Present Sale/Transaction: A transaction that occurs when the Card is 50.9.Card Organization Rules. The parties acknowledge that the Visa, not present at the point-of-sale, including Internet, mail-order and telephone-order Mastercard, Discover Network, PayPal, and Alipay Card Organization Rules give Card sales. Visa, Mastercard, Discover Network and PayPal certain rights to require termination Card Verification Codes:A three-digit value printed in the signature panel of most or modification of this Agreement with respect to transactions involving Visa, Cards and a four-digit value printed on the front of an American Express Card.Visa' Mastercard, Discover Network and PayPal Cards and the Visa, Mastercard, s Card Verification Code is known as CW2;Mastercard's Card Verification Code is Discover Network, PayPal, and Alipay Card systems and to investigate you. The known as CVC2;the Card Verification Codes for Discover Network, PayPal,Alipay, parties also acknowledge that issuers of other Cards,for which we perform services and American Express are known as a Card Identification Numbers (CID). Card on your behalf, may have similar rights under their applicable Card Organization Verification Codes are used to deter fraudulent use of an account number in a non- Rules with respect to this Agreement's applicability to transactions involving such face-to-face environment,(e.g.,mail orders,telephone orders and Internet orders). other Cards. 50.10.Publicity.Client may not use the logo, name,trademark,or service mark of Card Verification Value (CVV)/Card Validation Code(CVC)/Card Identification Processor and/or Bank in any manner, including without limitation, in any Data (CID): A. unique value encoded on the Magnetic Stripe of a Card used to advertisements, displays, or press releases, without the prior written consent of validate Card information during the Authorization process. Processor and Bank. Cardholder Verification Method(CVM):A method used to confirm the identity of a 50.11.E-SIGN CONSENT AGREEMENT Cardholder and to signify Cardholder acceptance of a transaction, such as 50.11.1.Consent signature,Offline PIN,and Online PIN. By signing the Confirmation Page,you consent and agree that: Cash Benefits: An EBT account maintained by an Issuer that represents pre- a)Processor can provide disclosures required by law and other information about funded or day-of-draw benefits, or both, administered by one or more government your legal rights and duties to you electronically. entities, and for which the Issuer has agreed to provide access under the EBT b)Where required or requested, your electronic signature (via "click-through" or program.Multiple benefits may be combined in a single cash benefit account. other method)on agreements and documents relating to the Clover Service has the Cash Over Transaction: Dispensing of cash by a merchant in connection with a same effect as if you signed them in ink. Card sale, other than a PIN Debit Card transaction, for the purchase of goods or c)Processor can send all communications, billing statements, amendments to the services. Clover Service, notices, and other disclosures or information regarding the Clover Service or your use of the Clover Service or the Services as defined in the Charge or Charges:The total price,including all applicable taxes and gratuities,for Agreement(collectively defined as"Disclosures")to you electronically(1)via e-mail, the purchase of goods or services at a merchant for which a Cardholder has signed (2)by access to a web site that we designate in an e-mail notice we send to you at a Sales Draft or otherwise indicated intent to pay with a Card. the time the information is available, or (3) to the extent permissible by law, by Chargeback:A Card transaction(or disputed portion)that is returned to us by the access to a website that we will generally designate in advance for such purpose. Issuer.Client is responsible for payment to us for all Chargebacks. d)If you want a paper copy,you can print a copy of the Disclosure or download the Chip: An integrated microchip embedded on a Card containing cardholder and information for your records. account information. e)This consent applies to all future Disclosures sent to you in connection with the Chip Card:A Card with an embedded EMV-compliant chip containing memory and Clover Service,the Agreement,or your use of the Clover Service or the Services as interactive capabilities used to identify and store additional data about a Cardholder, defined in the Agreement. an Account,or both. 50.11.2.Legal Effect Claim: Means any claim (including initial claims, counterclaims, cross-claims, and By consenting, you agree that electronic Disclosures have the same meaning and third party claims), dispute, or controversy between you and us arising from or effect as if Processor provided paper Disclosures to you. When Processor sends relating to the Agreement or prior Card acceptance agreements,or the relationship you an email or other electronic notification alerting you that the Disclosure is resulting therefrom, whether based in contract, tort (including negligence, strict available electronically and makes it available online, that shall have the same liability,fraud,or otherwise),statutes,regulations,or any other theory,including any meaning and effect as if Processor provided a paper Disclosure to you,whether or question relating to the existence,validity,performance,construction, interpretation, not you choose to view or print or download the Disclosure. enforcement,or termination of the Agreement or prior Card acceptance agreements or the relationship resulting therefrom. 51.Glossary Contactless Payment: Payment performed in a Card-Present Environment with a As used in this Agreement,the following terms mean as follows: Contactless card or Payment Device (e.g., Mobile phone) at the Point-of- Address Verification Service ("AVS"): A service provided through which the Transaction. merchant verifies the Cardholder's address, in whole or in part. Primarily used by Client: The party identified as"Client"on the Application. The words"Subscriber," Mail/Telephone/Internet order merchants,Address verification is intended to deter "you"and"your"refer to Client.Also,sometimes referred to as"Merchant." fraudulent transactions, however, an AVS Match does not guarantee that a Credit:A refund or price adjustment given for a previous purchase transaction. transaction is valid. An AVS request should generally be submitted with an Credit Card: a payment account that is (a) presented to you in various forms authorization request. The AVS response, if available, however will not impact (including cards,fobs,tags,mobile devices,or virtual forms),(b)bears the Mark of a whether any associated authorization request is approved or denied. You may be Payments Organization,and(c)enables the Cardholder to buy goods or services on charged an AVS fee for any AVS request you submit even if we are not able to credit. provide a response to the request. Credit Draft:A document evidencing the return of merchandise by a Cardholder to Affiliate: Person that, directly or indirectly, (i) owns or controls a party to this a Client,or other refund or price adjustment made by the Client to the Cardholder, Agreement or (ii) is under common ownership or control with a party to this whether electronic, paper or some other form, all of which must conform to Card Agreement. Organization Rules and applicable law. Application:the Application for Services executed by you. Credit Limit: The credit line set by the Issuer for the Cardholder's Credit Card Authorization:approval by,or on behalf of,the Issuer to validate a transaction.An account. Authorization indicates only that the Issuer has confirmed there is sufficient Customer Activated Terminal (CAT): A magnetic stripe terminal or chip-reading availability of funds on the Cardholder's account at the time the Authorization is device(such as an automatic dispensing machine,Limited Amount Terminal,or Self- requested. Service Terminal)that is not an ATM. Authorization Approval Code:A number issued to a participating merchant by the Data Incident:any actual or potential unauthorized or fraudulent access to(or use, Authorization Center which confirms the Authorization for a sale or service. disclosure,or alteration of)transaction data,whether consisting of a single event,a Authorization and Capture: Refers to the communication of instructions from your continuous course of events,or a series of related events. POS device or other systems to our computer systems, whether the Data Incident Expenses: means: (a) any obligations that you have to us arising communications are for authorization requests or any other capture of information. from a Data Incident including EMV Upgrade Costs; (b) the costs of a security Authorization Center:A department that electronically communicates a merchant's assessment conducted by a qualified security assessor approved by a Payments request for Authorization on Credit Card transactions to the Cardholder's bank and Organization or PCI to determine the cause and extent of a Data Incident; and(c) transmits such Authorization to the merchant via electronic equipment or by voice any reasonable fees and expenses incurred by us, or by you with our prior written Authorization. consent,for any Mitigation Services specifically approved by us in writing but only if Bank:The bank identified on the Application signed by you. the Mitigation Services are provided within one (1)year following discovery of the Bankruptcy Code: Title 11 of the United States Code, as amended from time to relevant Data Incident. time. Data Usage Charge:Charged to you for our processing of Sales Data sent to us. Batch:A single Submission to us of a group of transactions(sales and Credits)for Debit Card: a payment account that is (a) presented to you in various forms settlement.A Batch usually represents a day's worth of transactions. (including cards,fobs,tags,mobile devices,or virtual forms),(b)bears the Mark of a Day: Payments Organization,and(c)enables the Cardholder to buy goods or services by Business Monday through Friday,excluding Bank holidays. debiting the Cardholder's bank account or stored value/prepaid account. Card:See either Credit Card or Debite Card. Cardholder: Means the Person whose name is embossed on a Card and anyDial-Up Terminal: An Authorization device which, like a telephone, dials an Authorization Center for validation of transactions. authorized user of such Card, also referred to as Card Member by American Discount Rate: A percentage rate and/or amount charged to a merchant for Express. processing its qualifying daily Credit Card and Non-PIN Debit Card transactions,as Cardholder Information: the data contained on a Card, or otherwise provided to set forth in the Application. Transactions that fail to meet applicable interchange you, that is required by the Payments Organization or us in order to process, requirements will be charged additional amounts as set forth in Section 26.1. approve and/or settle a Card transaction,including the names,addresses and Card GenCP-WF-2602 PG 02.28.23 37 Electronic Benefit Transfer(EBT):An Electronic Benefits Transfer system used to Non-PIN Debit Card:A device with a Visa, Mastercard or Discover Network Mark deliver certain government delivered benefits, including without limitation Cash that is tied to a Cardholder's bank account or a prepaid account and which is Benefits and FNS,SNAP and WIC Benefits,to EBT customers. processed without the use of a PIN. Electronic Draft Capture (EDC): A process which allows a merchant's Dial-Up Non-Qualified Interchange Fee: The difference between the interchange fee Terminal to receive Authorization and capture transactions, and electronically associated with the Anticipated Interchange Level and the interchange fee transmit them to the Processor. This eliminates the need to submit paper for associated with the more costly interchange level at which the transaction actually processing. processed. EMV Upgrade Costs:the costs you agree to incur to upgrade payment acceptance Non-Qualified Surcharge: A surcharge applied to any transaction that fails to and processing hardware and software to enable you to accept and process EMV- qualify for the Anticipated Interchange Level and is therefore downgraded to a more enabled Cards in a manner compliant with the PCI DSS. costly interchange level. The Non-Qualified Surcharge(the amount of which is set Entity: Means a corporation, partnership, sole proprietorship, trust, association, or forth on the Service Fee Schedule) is in addition to the Non-Qualified Interchange any other legally recognized entity or organization. Fee,which is also your responsibility(see above,Section 26.1) Factoring: The submission of authorization requests and/or Sales Drafts by a PAN Truncation: A procedure by which a Cardholder's copy of a Sales Draft or merchant for Card sales or cash advances transacted by another business. Credit Draft, or as required by applicable law, the Sales Draft or Credit Draft you Factoring is prohibited. retain,will only reflect the last four digits of the Card account number. Fixed Acquirer Network Fee (FANF): Fee that applies to the acceptance of all Payments Organization: any payments association or payments network we Visa branded products and is based on both the size and the number of merchant support whose cards or other payment forms you accept under your merchant locations. The fee will be assessed per merchant Taxpayer ID, based on the Processing agreement. number of merchant locations, Merchant Category Code(MCC),and monthly Total Person:A third party individual or Entity,other than the Client,Processor or Bank. Gross merchant Sales Volume associated with each Taxpayer ID. PIN:the personal identification number associated with a Debit Card. Fraud Full Recourse:One of American Express's Chargeback programs PIN Debit: a type of transaction using a Debit Card that requires a Cardholder to General Terms: Section of the Program Guide, including any amendments or enter a PIN for authentication. modifications. PINless Debit:a type of PIN Debit transaction that, under applicable Rules and for Gross: When referred to in connection with transaction amounts or fees, refers to qualifying transactions, does not require the Cardholder to enter a PIN for the total amount of Card sales,without set-off for any refunds or Credits. authentication. Imprinter:A manual or electric machine used to physically imprint the merchant's Point of Sale (POS) Terminal:A device placed in a merchant location which is name and ID number as well as the Cardholder's name and Card number on Sales connected to the Processor's system via telephone lines and is designed to Drafts. authorize, record and transmit settlement data by electronic means for all sales Issuer:The financial institution or Card Organization(or other Entity authorized by a transactions with Processor. Card Organization)which has issued a Card to a Person. Processor: The entity identified on the Application (other than the Bank) which Limited Amount Terminal:A Customer Activated Terminal that has data capture provides certain services under the Agreement. only capability, and accepts payment for items such as parking garage fees, road Program Guide (also known as the Merchant Services Program Terms and tolls,motion picture theater entrance,or magnetic-stripe telephones. Conditions): The booklet which contains Your Payments Acceptance Guide, the Magnetic Stripe:A stripe of magnetic information affixed to the back of a plastic General Terms,Third Party Agreements and the Confirmation Page,which together Credit or Debit Card. The Magnetic Stripe contains essential Cardholder and with the Application and the Schedules thereto and documents incorporated therein, account information. constitute your Agreement with Processor and Bank. Marks: Names, logos, emblems, brands, service marks, trademarks,trade names, Recurring Payment Indicator: A value used to identify transactions for which a tag lines or other proprietary designations. Cardholder provides permission to a merchant to bill the Cardholder's Card account Mastercard Account Status Inquiry Service Fee: Zero dollar Account Status at either a predetermined interval or as agreed by the Cardholder for recurring Inquiry Service requests(including AVS,CVC2 or both). goods or services. Mastercard CVC2 Fee: A fee assessed for transactions acquired in the U.S. Referral: A message received from an Issuer when an attempt for Authorization Region with the CVC2(Three digit code on the back of the Mastercard issued card) requires a call to the Voice Authorization Center or Voice Response Unit(VRU). included in the transaction for authorization and where the CVC2 response value Reserve:money we owe to you(net of any obligations you owe to us)that we hold equals 'M' (Match) or 'N' (Invalid /did not match). The fee will not be applied to back in order to secure or fund your obligations with us. Account Status Inquiry(ASI)requests. Reserve Account: An account established and funded at our request or on your Mastercard Digital Enablement Fee: A fee assessed by Mastercard on select behalf,pursuant to Section 32 of the Agreement. Card Not Present transactions. Retrieval Request/Transaction Documentation Request: A request for Mastercard Processing Integrity Fee:The Mastercard Processing Integrity Fee is documentation related to a Card transaction such as a copy of a Sales Draft or other assessed in the event Mastercard cannot match an approved authorization to a transaction source documents. settled transaction(within 120 days from the date the authorization was granted)or Rules: the rules, regulations, standards, releases, interpretations and other a reversal request(within a specific time frame). The Processing Integrity Fee can requirements(whether contractual or otherwise) imposed or adopted by any Card be avoided by settling transactions only with an approved authorization. If an Organization and related authorities, including those of the PCI Security Standards authorization approval is no longer needed, it must be electronically reversed within Council,LLC,the National Automated Clearing House Association and(with respect 24 hours for a card-present transaction or within 72 hours for card not present to EBT transactions)the Quest Operating Rules. transaction. Sales/Credit Summary: The identifying form used by a paper Submission Media: The documentation of monetary transactions (i.e., Sales Drafts, Credit merchant to indicate a Batch of Sales Drafts and Credit Drafts (usually one day's Drafts,computer printouts,etc.) work).Not a Batch header,which is used by electronic merchants. Merchant Identification Card:A plastic embossed card supplied to each merchant Sales Draft: Evidence of a purchase, rental or lease of goods or services by a to be used for imprinting information to be submitted with each Batch of paper Sales Cardholder from, and other payments to, Client using a Card, including Drafts. Embossed data includes Merchant Identification Number, name and preauthorized orders and recurring transactions (unless the context requires sometimes merchant ID code and terminal number. otherwise);regardless of whether the form of such evidence is in paper or electronic Merchant identification Number: A number that numerically identifies each form or otherwise, all of which must conform to Card Organization Rules and merchant location, outlet, or line of business to the Processor for accounting and applicable law. billing purposes. Schedules: The attachments, addenda and other documents, including revisions Merchant Processing Application: The Merchant Processing Application and thereto, which may be incorporated into and made part of this Agreement Agreement executed by Client, which is one of the documents comprising the concurrently with or after the date of this Agreement. Agreement. Self-Service Terminal: A Customer Activated Terminal that accepts payment of Merchant Provider: Any Person engaged by you to provide services to you goods or services such as prepaid cards or video rental, has electronic capability, involving or relating to(i)access to Cardholder data,transaction data or information and does not accept PINs. related to either Cardholder data or transaction data or(ii)PIN encryption,including Servicers:Bank and Processor collectively.The words"we,""us"and"our"refer to without limitation,Encryption Service Organizations(ESOs). Servicers,unless otherwise indicated. Mitigation Service: a service provided to a cardholder whose information is the Services: the activities undertaken by us to authorize, process and settle Card subject of a Data Incident,where the primary purpose of the service is to mitigate transactions undertaken by Cardholders at your location(s), and all other services the effects of the Data Incident,including identity theft education and assistance and provided by us under this Agreement. credit monitoring. Settlement Account:An account or account(s)at a financial institution designated Non-Bank Services:Products and/or Services for which Bank is not responsible or by you as the account to be debited and credited by us for Card transactions,fees, a party to including American Express, PIN Debit Card, and Electronic Benefits Chargebacks and other amounts due under the Agreement or in connection with the Transfer Transactions, TeleCheck Check Services, and Transactions Involving Signature Debit: a type of transaction using a Debit Card that requires the Cards from other Non-Bank Card Organizations, such as Voyager Fleet Systems, Cardholder to provide a signature for authentification rather than a PIN. Inc., Wright Express Corporation and Wright Express Financial Services Corporation, Discover, PayPal, Alipay, TransArmor, Wireless, Payeezy Gateway Services, Global ePricing Services and other items as may be indicated in this Program Guide. GenCP-WF-2602 PG 02.28.23 38 Store and Forward:A transaction that has been authorized by a merchant when the merchant cannot obtain an Authorization while the customer is present,typically due to a communications failure. The merchant will store the transaction electronically in their host system and retransmit the transaction when communications have been restored. Summary Adjustment: An adjustment to your Submission and/or Settlement Accounts in order to correct errors. Telecommunication Card Sale: Individual local or long-distance telephone calls, for which the telephone service provider is paid directly by use of a Card.These do not include, however, calls paid for with pre-paid telephone service cards. Telecommunication Card Sales are considered Card Not Present Sales. Transaction Fees:Service costs charged to a merchant on a per transaction basis. Transaction Integrity Fee: Fee assessed on Visa Debit Card and prepaid Card purchase transactions that either fail or do not request CPS qualification. Us,We and Our:See Servicers. Wireless Networks:certain cellular telephone and data networks to which we have access though Wreless Vendors. Wireless Services: wireless data communication services that use radio base stations and switching offered by Wireless Networks in order to allow you to capture and transmit to us certain wireless Card Authorization transactions or to transmit other communications to our system. Wireless Software: wireless software (including any documentation relating to or describing the wireless software) downloaded by you or your designee from our systems onto the Wreless Equipment. Wireless Vendors: one or more third party vendors selected by us in our sole discretion through whom we have acquired the right to resell Wreless Services. You,Your:See Client. Your Payments Acceptance Guide: a quick reference to the guidelines for processing transactions. You'll also find recommendations and tips to help you prevent fraud, reduce chargebacks, and properly handle payments, refunds, exchanges,and most other situations you'll encounter in your day-to day-business. ii GenCP-WF-2602 PG 02.28.23 39 PART III: THIRD PARTY AGREEMENTS The following Agreements are Third Party Agreements entered into between Client and the Third Parties identified in the Third Party Agreements. If Client desires to receive the products and/or services offered under a Third Party Agreement,Client must check the appropriate box or otherwise indicate such desire in the Merchant Processing Application,in which case the terms and conditions of the Third Party Agreement shall be binding upon Client.The Signature page in the Merchant Processing Application or any Schedule thereto shall also serve as a signature page to the Third Party Agreements. Client acknowledges that the Third Parties are relying upon the information contained on the Merchant Processing Application and the Schedules thereto,all of which are incorporated by reference into the Third Party Agreements. TELECHECK SOLUTIONS AGREEMENT 1.Services (6)the Item represents the consumer's payment obligation to Company for its goods or services,and has not been used in another transaction; TeleCheck will provide Company with the services indicated in the TeleCheck (7)the amount of the Item (a) is for the price of Company's goods or services, (b) Services Application and Agreement(TeleCheck Application)which may include: matches the amount submitted to TeleCheck for processing, and (c) does not (i)coded information that it may use when deciding whether to accept a check or exceed the Warranty Maximum; electronic funds transfer item(each an Item,and together,Items)when provided by (8)the Item was not submitted as a split sale or in other ways to avoid these its consumers as payment, (ii)settlement processing services and (iii)warranty or warranty requirements or the Warranty Maximum; verification services; all as described in this Agreement (together, Services). (9)the Item is not for credit,cash,or payment on an account,debt,or Item already TeleCheck will be Company's exclusive provider of the Services during the Term due to Company; (defined below)of this Agreement.Company agrees to the terms of this Agreement (10)the Item does not pre-date or post-date the date of the transaction and by signing the TeleCheck Application; clicking"Accept"or install"when presented corresponding inquiry to TeleCheck by more than 1 calendar day; via an App (as applicable and described below); or using any of the Services. (11)the transaction and corresponding Item are not subject to any stop payment, Company acknowledges that the Specialty Items (Settlement Only) service does dispute or setoff right; include receiving coded information,warranty or verification services. (12)Company is not aware of anything that invalidates the Item, prevents its 1.1.Delivery by Application. If the TeleCheck Services are provided through collection,or relieves the consumer from liability for it;and TeleCheck's check acceptance application(App)that resides on a Clover®point of (13)Company provided the notices required by applicable Law(defined in Section sale device(a Device),Company agrees that this Agreement will govern Company' 21.1 below), authorizing TeleCheck to process the Item as an electronic funds s access to and use of transfer or remotely created check and imposing(and authorizing such processing TeleCheck's Services on such App. Company's use of its Device is subject to its of)a fee for Return Items. agreement with the supplier of the Device(and not TeleCheck),and this Agreement B.Requirements For In Person Payments: If a consumer presents a paper check does not alter Company's agreement with its Device supplier.Company will comply in-person at Company's point of purchase location, in addition to those in Section with the terms of its agreement with the Device supplier; and warrants that it is 1.4 A.above the following requirements apply and must be followed in accordance authorized to install and use TeleCheck's App on the Device. with TeleCheck's operating guidelines and specifications: (a)the consumer signed 1.2.Submitting Items. Company will designate the types of Items it accepts and an authorization to debit consumer's account and consumer's signature on the that it will submit to TeleCheck for processing under this Agreement as indicated on authorization reasonably matches the name imprinted on the Item; (b) the the TeleCheck Application. Company must submit the Item to TeleCheck through authorization must be clearly and conspicuously posted and a copy of the the appropriate service. For example,checks presented in person by consumers at authorization must be provided to the consumer and (c)the Item must be voided Company's point of sale can only be submitted through the In-Person Warranty(or and returned to the consumer after submission to TeleCheck for processing. If such Verification) service, checks sent through the mail to Company can only be in-person payment is approved as a paper check that cannot be settled as an submitted through the By Mail/Drop Box service. Company will submit all of its electronic funds transfer,the additional requirements in Section 1.4 F below apply. designated Items to TeleCheck for processing under this Agreement. Except for C.Requirements For Online Payments: If a consumer makes an online payment, Items processes through the By Mail/Drop Box service,TeleCheck will analyze each the following requirements apply in addition to those in Section 1.4 A above:(a)the Item that Company submits for processing and, in its discretion, provide Company consumer electronically authorized the transaction in accordance with TeleCheck with an approval or decline code with respect to each Item. TeleCheck will give operating guidelines and specifications and (b) the payment website site Company operating guidelines and specifications,as applicable,to assist Company authenticates the consumer's identity and uses appropriate site security and intemet with properly accepting and submitting its Items for processing(operating guidelines session security standards in accordance with the NACHA Rules. and specifications may be provided to Company electronically or made available via D.Requirements For Phone Payments: If the consumer makes payment over the the Internet). phone, the following requirements apply in addition to those in Section 1.4 A. 1.3.Information Warranty. If Company has selected a warranty service in the above: (a) the consumer provided a telephonic authorization in accordance with TeleCheck Application,TeleCheck warrants the accuracy of the information given in TeleCheck operating guidelines and specifications;(b)the payment is not the result its approval code (the Information Warranty)when an Item meets the warranty of Company initiating an unsolicited telephone call to consumer with which requirements described below. Items that satisfy TeleCheck's Information Warranty Company had no prior relationship; and (c) Company directly tape recorded the and meet the corresponding warranty requirements are Eligible Items. TeleCheck verbal telephonic authorization from consumer or, alternatively, Company sent the will purchase Eligible Items that are subsequently dishonored,returned,reversed,or required written confirmation notice of the oral authorization to the consumer. otherwise not paid by a consumer's financial institution (these Items are Return E.Requirements for Mail/Drop Box Checks: If the consumer provides a paper Items). Company's sole remedy for a breach of TeleCheck's Information Warranty check which was mailed in or submitted in a drop box to Company, the is the right to require TeleCheck to purchase an Eligible Item that became a Return requirements in Section 1.4A above apply except (a) the check must be for Item.TeleCheck's liability to Company for breach of its Information Warranty will not payment that is not more than 60 days past due; (b)the check must not be post- exceed the lesser of: (a) the amount of the Eligible Item, or (b) the Warranty dated or dated earlier than 20 days from the date of inquiry to TeleCheck;and(d) Maximum set forth in the TeleCheck Service Application and Agreement.Company Company must securely store the check for at least may accept Items that do not receive an approval code or that do not meet the 60 days following the corresponding payment transaction at which time it must be warranty requirements(these Items are Ineligible Items); however, Ineligible Items destroyed. Additionally, the consumer must not have notified Company that the are not covered under TeleCheck's Information Warranty and TeleCheck will not check was not to be converted into an electronic funds transfer. If such mail/drop purchase them. box check is approved as a paper check that cannot be settled as an electronic 1.4.Warranty Requirements.Company represents and warrants that each Item it funds transfer,the additional requirements in Section 1.4 F below apply. submits to TeleCheck for processing and coverage under the Information Warranty F.Requirements for Mobile Checks or any Checks Approved as Paper Only.If meets the following requirements: TeleCheck approves an Item as a paper check that could not be settled as an A.General Requirements. The following apply to all Items unless otherwise electronic funds transfer(i.e.check is to be deposited by Company)or the check is specified: submitted to TeleCheck as an image through a mobile device (either, a Paper (1)the Item was submitted to TeleCheck for processing according to TeleCheck's Settlement Item),the following requirements apply in addition to those in Section operating guidelines and specifications, and Company obtained a single approval 1.4 A above: (a)the check must include the consumer's name (imprinted by the code for it; manufacturer), physical address (imprinted by the manufacturer or written on the (2)the Item is drawn on the consumer's deposit account at a United States or check according to TeleCheck's operating guidelines — P.O. Boxes will not be Canadian financial institution (for example, and without limitation, money orders, accepted), phone number (with area code), identification type and number cashier's checks, travelers checks, insurance checks, credit card checks, or non- (imprinted or written on check), Company's TeleCheck Subscriber Number and first party Items are Ineligible Items); TeleCheck's approval code; (b)the consumer's signature must reasonably match (3)the Item,or a clear image of the Item(if submitted using a mobile or other optical the name imprinted on the check and (c) Company must send Paper Settlement imaging device),shows the consumer's name,address,check number,and routing Items that were presented in-person at Company's point of purchase and that and account numbers in the MICR line (not applicable if the payment is online or become Return Items directly from its financial institution to TeleCheck within 30 over the phone); days of the date on the check. If the Paper Settlement Item was mailed in or (4)the Item is a properly completed first party Item that is dated, payable to submitted in a drop box by the consumer to Company,or if the Item was presented Company,made out for the amount due to Company for its goods or services,and by the consumer to Company and submitted through a mobile device by Company signed by the consumer(not applicable if the payment is online or over the phone); to TeleCheck, and subsequent to the transaction TeleCheck instructs Company to (5)the consumer authorized debiting its account by electronic funds transfer or deposit the check (due to image quality issues (a Redeposit Check Item), remotely created check for the amount of the Item (an Authorization) in Company must deposit the Redeposit Check Item within 2 days of TeleCheck's accordance with TeleCheck's operating guidelines and specifications and the rules instruction to do so and TeleCheck must receive it for purchase within 45 days of of the National Automated Clearinghouse Association (NACHA Rules), as the date on the check. Paper Settlement Items and Redeposit Check Items may applicable,for the services utilized; only be presented once for payment(TeleCheck will not accept Paper Settlement GenCP-WF-2602 PG 02.28.23 40 Items or Redeposit Check Items that Company or its financial institution presented reason or timing. TeleCheck will deduct or offset all Return Items against any for payment more than once). In addition, Company must securely store the amounts to be paid to Company for Items to settled under this Agreement or, physical check for at least 60 days following the corresponding payment transaction. alternatively, TeleCheck may initiate debits to Company's Settlement Account 1.5.Electronic Images. If the Item is submitted to TeleCheck by Company as an (defined in Section 3.1 below)for all such Return Items. image using a mobile device or other image reader, the ability to settle imaged 2.2.Representations and Warranties. Company represents and warrants that Eligible Items to the banking system depends on(a)the quality of the image and(b) each Item submitted under any of the Non-Warranty Services complies with the the banking system's ability to accept the image for settlement processing. following, (a) the Item was submitted to TeleCheck in accordance with the Company will use a third party provider to capture images of Items using a mobile TeleCheck's operating guidelines and specifications, (b) the consumer authorized device(this third party,an Image Vendor)and submit those images to TeleCheck. debiting its account by electronic funds transfer or remotely created check for the Company acknowledges that its Image Vendor will require some of Company's amount of the Item in accordance with in accordance with the TeleCheck's account information(including,without limitation,merchant account number,contact operating guidelines and specifications and NACHA Rules including, without name,email address and device identifier)to submit Item images to TeleCheck;and limitation, providing any necessary notices to consumer (not applicable to the authorizes TeleCheck to provide the Image Vendor with the information necessary Specialty Items (Settlement Only) services) and (c)the requirements in Sections to allow it to submit Item images to TeleCheck on behalf of Company.TeleCheck is 1.4.B.,C.and D(as applicable to the type of Item presented)have been complied not responsible for the image quality of Items submitted through Company's Image with. Vendor, or submission of the images by Company's Image Vendor to TeleCheck. Company will destroy the physical checks that were submitted as electronic images 3.Settlement after storing them securely for at least 60 days. 3.1.Company will identify one or more bank accounts held in its name (each, a 1.6.Authorization.Company will maintain a copy of each consumer's Authorization Settlement Account) that TeleCheck will use in connection with the Services. for the longer of:(a)2 years,or(b)the period of time required by the NACHA Rules. Company authorizes TeleCheck to(a)initiate credits to the Settlement Account for Company will provide TeleCheck with legible copies of Authorizations within 7 days proceeds that correspond to Company's transactions; (b) initiate debits to the of TeleCheck's request for them. Settlement Account for any amounts that may be owed or are required to be paid 1.7.Assignment of Items.Company assigns all if its right,title,and interest in each under this Agreement;(c)initiate the transaction to a consumer's deposit account on Eligible Item that it submits to TeleCheck for warranty coverage when the Item Company's behalf for Items that are owed to it; and(d)initiate adjustments related becomes a Return Item.Company will reasonably aid TeleCheck in its enforcement to the foregoing(including,without limitation,adjustments for chargebacks or partial of the rights associated with an assigned Eligible Item. adjustments). TeleCheck may initiate any transfer by Automated Clearing House 1.8.Processing Notices; Return Item Fees. Company will post, and provide ACH)entry. consumers with,notices at the point of sale that are required to process Items using 3.2.TeleCheck reserves the right to decline processing any Item. TeleCheck will the Services and to collect fees on Return Items. Company will assess the highest initiate a funds transfer for Company's transactions that were processed under this fee amount allowed by applicable Laws on all Return Items,which TeleCheck may Agreement; less any amounts due from Company for fees, refunds,adjustments or collect and retain from consumers. its other obligations. TeleCheck will typically credit Company's settlement funds to 1.9."Goodwill" of an Ineligible Item. TeleCheck may elect to provide warranty its Settlement Account within 2 banking days once the transactions are finally coverage for an Ineligible Item that Company submits for processing. Providing submitted to TeleCheck for settlement processing. warranty coverage for an Ineligible Item will not constitute a course of dealing, 3.3.TeleCheck may recover amounts associated with any adjustments for an Item waiver of rights, or prevent TeleCheck from rejecting warranty coverage for any that are made to the Settlement Account at Company's request or due to its error. other Ineligible Items. TeleCheck may also recover amounts associated with any fees that a consumer 1.10.Updating Information. Company will promptly notify TeleCheck if (a) a paid to its financial institution because of these adjustments. consumer makes any payment to Company or returns any goods in connection with 3.4.Company must promptly notify TeleCheck if it fails to receive any settlement a Return Item that is subject to warranty coverage, or(b) Company cancels any funds or if there are any changes to the Settlement Account.Transfer of settlement services paid for by an Item that is subject to warranty coverage; both representing funds may be delayed or misdirected if Company provides inaccurate information a full or partial satisfaction of the Return Item. Company's notice of payment or about, or fails to notify TeleCheck of changes to, the Settlement Account. cancellation of services will identify the consumer. TeleCheck is not responsible for settlement errors that arise if Company provides 1.11.Chargeback.TeleCheck may chargeback any Eligible Item that it purchased inaccurate information about, or fails to notify TeleCheck of changes to, the from Company for coverage under the Information Warranty if: Settlement Account. (1)the consumer returned the goods or services(in whole or in part)that were paid for with the Item; 4.Financial Information (2)Company has not delivered the goods or services that were paid for using the Company will promptly provide any financial or other information reasonably Item; requested by TeleCheck to perform credit risk, security, qualification, and other (3)the Item is subject to any stop payment,dispute,or setoff; reviews related to providing the Services, transactions submitted, fulfillment of (4)the consumer makes full or partial payment to Company for the Item,or provides obligations to TeleCheck, or the financial condition of Company. Company any form of security to ensure its payment; authorizes TeleCheck to obtain information from third parties when performing credit (5)the goods or services were initially delivered on credit or under a lease; risk,security,qualification,and other reviews. (6)the purchase transaction, the payment represented by the Item, or transferring the Item to TeleCheck(by assignment or otherwise)is void or invalid for any reason 5.Notice of Material Changes other than the consumer's bankruptcy; Company will provide TeleCheck with reasonable advance notice of any material (7)Company breaches the applicable warranty requirements for Eligible Items; change in the nature of Company's business (including, without limitation, any (8)Company submits multiple Items or duplicate Items related to the same change to Company's operations that would materially affect its products sold, transaction for processing (e.g., deposits a paper Item previously submitted for services provided, or the procedures it follows for payments acceptance). The processing as an electronic Item without TeleCheck's direction to do so); failure to provide TeleCheck with this notice constitutes a material breach of this (9)Company does not submit its Items to TeleCheck for processing within 1 Agreement. calendar day of the transaction date(for batch processing,Items must be submitted to TeleCheck for processing within 7 calendar days of the transaction date); 6.Company's Payment Obligations (10)the consumer disputes authorizing the Item, its validity, or the amount debited Fees. Company will pay TeleCheck for: (a) all fees and charges for the Services for it(except in the case of third party fraud committed with a consumer's check); (11)the consumer's Authorization is incomplete or invalid; that are set forth in the TeleCheck Service Application and Agreement;(b)all Items (12)Company fails to provide TeleCheck with a legible copy of an Authorization that are charged back; (c) all adjustments required in connection with Company's within 7 days of a request for it;or transactions;and(d)all costs,liabilities,or other obligations imposed on TeleCheck (13)Company breaches this Agreement,alters an Item or approval code,or submits by third parties as a result of transactions submitted by Company, its actions, or an Item with Knowledge it is likely to become a Return Item. Knowledge means inactions. facts or circumstances which, if known, would cause a merchant, using 6.1.Other Fees. Company will also pay TeleCheck for the following fees and commercially reasonable judgment, to independently refuse to accept an Item charges for the Services(as applicable): (a) Customer Requested Operator Call (including,without limitation,splitting single transactions into smaller components or Fee(also called CROC or Voice Authorization Fee),which is an additional$2.50 resubmitting Items that were previously denied). fee per operator or Interactive Voice Response (IVR)-assisted call that Company Company will immediately notify TeleCheck if it has Knowledge that any of the initiates,but TeleCheck does not request;(b)December Risk Surcharge,which is above circumstances occur. Company will continue to be responsible for its an additional percentage charge added to the Inquiry Rate for each authorization chargebacks after termination of this Agreement. TeleCheck may chargeback any inquiry in the month of December; (c) Funding Report Fee, which is a $10.00 amounts that exceed the Warranty Maximum for an Eligible Item. monthly fee to receive daily funding or weekly funding reports(the Funding Report Fee does not apply if TeleCheck provides the funding report monthly); (d) Inquiry 2.Non-Warranty Services Rate,which is the percentage rate that applies to the face amount of each Item(up 2.1.If any of the verification services or the Specialty Items (Settlement Only) to the Warranty Maximum)that Company submits to TeleCheck for authorization services are selected by Company in the TeleCheck Application (Non-Warranty Minimu(whethem Fee,r not whichTele is the issues minimuma approval codo for the Item); (e) Monthly Minimum is aggregate amount of the Inquiry Rate fees Services), TeleCheck will have no liability for any Item that is processed using the that Company must pay on a monthly basis (if the total Inquiry Rate fees for Non-Warranty Services that is subsequently returned, dishonored, reversed or Company's Items submitted during any month is less than the Monthly Minimum otherwise unpaid, and does not warranty the checks processed using the Non- Fee, then the Monthly Minimum Fee will apply); (f) Monthly Processing Fee is a Warranty Services. There will be no payment to Company for any loss from monthly fee for handling Company's account;(g)Special Handling Fee,which is a transactions processed through the Non-Warranty Services. Company assumes all $5.00 fee applied when the following occur:(1)a chargeback of an Eligible Item,(2) risks that Items accepted by Company may result in Return Items.Company will be an Item processed for payment must be corrected due to Subscriber's error or at fully responsible and liable to TeleCheck for all Return Items,regardless of the Subscriber's request,or(3)TeleCheck elects(in its discretion)to process an Item GenCP-WF-2602 PG 02.28.23 41 that fails to meet the applicable warranty requirements,or that is a Return Item,as a 12.Confidential Information "Goodwill"Item;(h)Transaction Fee,which is the additional per transaction charge for each Item that Company submits to TeleCheck for authorization or processing 12.1.Confidentiality. Neither party will disclose non-public information about the (whether or not TeleCheck issues an approval code for the Item); and (i) other party's business (including, without limitation, the terms of this Agreement, Unauthorized Return Fee is a fee applicable to any Item that is dishonored, technical specifications, customer lists, or information relating to a party's returned, reversed,or otherwise not paid by the Consumer's financial institution for operational, strategic, or financial matters) (together, Confidential Information). the reason that such Item is unauthorized by the Consumer. Confidential Information does not include information that: (1) is or subsequently 6.2.Early Termination Fee. TeleCheck will suffer substantial injury, for which it becomes publicly available (through no fault of the recipient); (2) the recipient would be difficult to determine damages, if Company breaches this Agreement or lawfully possesses before its disclosure; (3) is independently developed without terminates it early in violation of the Agreement's terms. TeleCheck may recover reliance on the discloser's Confidential Information; or(4) is received from a third damages equal to 90%of the aggregate Monthly Minimum Fees and Monthly party that is not obligated to keep it confidential. Each party will implement and Processing Fees that are payable for the unexpired portion of the then-current Term maintain reasonable safeguards to protect the other party's Confidential Information. as an accurate reflection of these damages and realistic pre-estimate of TeleCheck' 12.2.Disclosure. The recipient may disclose the other party's Confidential s losses caused by an early termination of this Agreement. Information:(1) to its directors, officers, personnel, and representatives (including those of its subsidiaries,affiliates,subcontractors or vendors)that need to know it in 7.Reserve connection with the recipient's performance under this Agreement, and are bound 7.1.TeleCheck may require Company to fund a cash reserve (Reserve) in an by confidentiality obligations materially similar to those required under this amount that reflects TeleCheck' assessment of risk, as it may determine in its Agreement; and (2) in response to a subpoena, court order, or as required under discretion from time-to-time. The Reserve is a payment obligation of TeleCheck, applicable Laws or NACHA Rules. established by holding back transaction proceeds or debiting the Settlement 13.Data Use;Security. Account in order to potentially offset any obligations that Company may have to TeleCheck.The Reserve is not a segregated fund that Company may claim to own. 13.1.Data Use. TeleCheck owns all right, title and interest in the data it obtains TeleCheck is obligated to pay to Company any amounts remaining from the from providing the Services to Company. Reserve after all other then-current and contingent liabilities or obligations related to 13.2.Data Security. Company will implement commercially reasonable practices, Company's payment transactions have expired. including administrative,physical and technical safeguards,that are designed to: (a) 7.2.The obligations due to Company from the Reserve will not accrue interest maintain the security and confidentiality of Consumer Information, (b) protect unless required by applicable Laws. against reasonably anticipated threats to the security or integrity of Consumer 7.3.TeleCheck will notify Company if a Reserve is established(including its amount) Information, and (c) protect against unauthorized access to or use of Consumer or if the amount of the Reserve is modified. Information that could result in substantial harm or inconvenience to the consumer. 7.4.TeleCheck may set off any obligations that Company owes to TeleCheck from Consumer Information is customer information Company receives in connection the Reserve. with any transaction contemplated by this Agreement. 7.5.Although Company acknowledges that the Reserve is a general obligation of TeleCheck, and not a specifically identifiable fund, if any person claims that the 14.License to Marks Reserve is an asset of Company that is held by TeleCheck, Company grants and TeleCheck grants Company a limited, non-exclusive, non-transferrable, non- acknowledges that TeleCheck have a security interest in the Reserve and, at sublicensable, royalty-free license to use the trademarks, service marks and logos TeleCheck request,will provide documentation to reflect this security interest. (together, Marks) that TeleCheck provides to Company during the Term of this 8 Setoff and Priority Agreement.Company(a)may use the Marks only in the United States;(b)may use the Marks only in connection with its use of the Services;(c)will follow the branding All funds that TeleCheck owes to Company under this Agreement are subject to guidelines that TeleCheck provides or makes available from time-to-time; and (d) Company's payment obligations under this Agreement. TeleCheck may setoff or will not use materials containing the Marks without TeleCheck's prior written recoup amounts Company owes to TeleCheck against any funds that TeleCheck permission. Company will not otherwise distribute, lease, sublicense, sell, modify, owes to Company. copy or create derivative works from the Marks. TeleCheck reserves to itself all right, title, interest or license (express or implied) to the Marks that are not 9 Statements.Reporting specifically granted to Company under this Agreement; and may suspend or TeleCheck will provide Company with statements or electronic reporting(together, terminate this license upon written notice to Company. Statements)reflecting the fees,settlement amounts, and other information related 15.Indemnification to the Services.Company must review the Statements and inform TeleCheck of any errors within 60 days following the date that the error was, or should have been, Company will indemnify, defend, and hold TeleCheck harmless for all losses, reported;provided,Company must report settlement or funding errors to TeleCheck damages,costs,or expenses(including reasonable attomey's fees)claimed against within 30 days (reporting errors will enable TeleCheck to recover amounts or it by third parties,which arise from Company's gross negligence,willful misconduct, prevent them from continuing).TeleCheck will have no obligation to provide refunds or breach under this Agreement. for errors that Company reports more than 60 days or 30 days(as applicable)after the errors were,or should have been, reported.Company and TeleCheck will work 16.Exclusion of Damages together to resolve issues or disputes that arise in connection with the Statements, Neither party will be liable to the other for lost profits, revenues or business or the funds credited or debited to the Settlement Account. opportunities, nor any exemplary, punitive, special, indirect, incidental, or 10.Term consequential damages (whether any are direct or indirect); regardless of whether these damages were foreseeable or either party was advised they were possible. This Agreement begins on the earlier of the dates when Company signs its TeleCheck Services Application and Agreement,submits its first Item for processing 17.Limitation of Liability under this Agreement, or when Company downloads the App (this date, the TeleCheck' aggregate liability to Company for losses arising from any cause Effective Date). The length of this Agreement's initial term is designated in the (regardless of the form of action or legal theory)in connection with this Agreement TeleCheck Services Application and Agreement(Initial Term).This Agreement will will be limited to$75,000.00 automatically renew for successive one-year periods (each, a Renewal Term), unless TeleCheck or Company provides the other with at least 30 days' written 18.Notices notice of non-renewal at the end of the Initial Term. The Initial Term together with Written notices(other than normal operations)required under this Agreement will be any Renewal Term(s)is the Term of this Agreement. sent by certified mail or national courier(with tracking and delivery confirmation). 11 Term nation: Modification,Suspension TeleCheck may also provide written notices required under this Agreement by regular mail.Notices will be effective upon receipt. Notices to Company will be sent 11.1.General Termination. Either Company or TeleCheck may terminate this to the address it provides on the TeleCheck Service Application and Agreement. Agreement by giving 30 days'advance notice if the other materially breaches this Notices to TeleCheck will be sent to: TeleCheck Services, Inc., Attn: TeleCheck Agreement and fails to remedy the breach within 30 days of receiving notice of it. Merchant Services, Mail Stop A-12, 7301 Pacific Street, Omaha, NE 68114; with TeleCheck may terminate this Agreement upon written notice to Company for any copies to TeleCheck Services, Inc., Attn: General Counsel's Office, 3975 N.W. reason(with or without cause)during its Term.If the Services are delivered through 120th Avenue,Coral Springs,FL 33065 and legalpapers©firstdata.com TeleCheck's App, Company may terminate this Agreement for any reason(with or without cause)during its Term by uninstalling the App. 19.Third Party Beneficiaries 11.2.Modification. TeleCheck may modify this Agreement's terms (including, There are no third party beneficiaries to this Agreement other than TeleCheck' without limitation, its fees) upon 30 days' notice to Company, during which notice subsidiaries and affiliates involved in providing the Services to Company.Each party period Company may terminate this Agreement by providing written notice of is responsible for the performance of any third parties it uses in connection with the termination to TeleCheck.Company's continued use of the Services after the 30 day Services, and their compliance with the terms of this Agreement. TeleCheck is not period contained in a notice of modification from TeleCheck will constitute Company' responsible or liable to Company for any errors or breaches of this Agreement that s acceptance of the new terms. occur because of Company's third party providers (e.g., without limitation, issues 11.3.Suspension.TeleCheck may suspend its Services or settlement of any funds that arise from ACH network participants,or if Company uses third party providers under this Agreement if it determines that questionable activity occurs with respect or applications to capture electronic images of Items to submit to TeleCheck). to Company's payment transactions (including, without limitation, if there are TeleCheck may audit Company's compliance with this Agreement upon reasonable excessive Return Items associated with Company's Items, Company breaches the notice,during normal business hours,and at TeleCheck's expense;and as required NACHA Rules, or if required by applicable laws. TeleCheck may also suspend or by the NACHA Rules. TeleCheck's Originating Depository Financial Institution may terminate its Services if requested by its Originating Financial Depositary Institution. also audit Company's compliance with this Agreement and the NACHA Rules. GenCP-WF-2602 PG 02.28.23 42 20 Waivers A party's delay or failure to exercise any of its rights under this Agreement will not be a waiver of those rights. 21.Compliance with Law.Choice of Law.Waiver of Jury Trial 21.1.Compliance with Law.The parties will comply with all laws, regulations,and rules (including ACH's network rules, requirements, and standards; the NACHA Rules)(together Laws) that are applicable to their respective performance obligations under this Agreement. Company acknowledges that it is the Originator under the NACHA Rules with respect to its transactions and agrees to comply with its obligations as an Originator. Company certifies that it has a legitimate business need for the information that TeleCheck provides through its Services,will use the information in connection with submitting payment transactions to TeleCheck for processing and for no other purpose, and will use the information only for permissible purposes under the Fair Credit Reporting Act (Company will not use TeleCheck's information for employment related purposes). 21.2.Choice of Law; Waiver of Jury Trial. This Agreement will be governed by New York law(without regard to its choice of law provisions). The courts of New York,New York will be the proper venue for legal proceedings brought in connection with this Agreement. TeleCheck and Company each waive their right to a jury trial for claims arising in connection with this Agreement. 22 Entire Agreement.Amendment,Counterparts The defined term Agreement includes its schedules, addenda, and any amendments (capitalized terms used in the schedules, addenda, or amendments without definition will have the meanings given to them in this Agreement). This Agreement is the entire agreement between the parties and replaces any prior agreements or understandings (written or oral)with respect to its subject matter. Except as set forth in Section 11.2, modifications to this Agreement must be in writing, executed by the parties. This Agreement and any amendments may be executed electronically and in counterparts, each of which constitutes one agreement when taken together. Electronic and other copies of the executed Agreement are valid. 23.Assignment Company may not assign this Agreement without TeleCheck's written consent. TeleCheck may assign this Agreement upon notice to Company. This Agreement will be enforceable against a party's permitted successors or assigns. This Agreement may not be continued, assumed, or assigned in the event of a bankruptcy or other insolvency event without consent from the non-bankrupt or insolvent parties. GenCP-WF-2602 PG 02.28.23 43 PART IV: ADDITIONAL IMPORTANT INFORMATION FOR CARDS Client's obligation with respect to the Monthly Minimum Processing Fee will end A 1 Electronic Funding Authorization simultaneously with CardConnect LLCs'receipt of Termination Fee. All payments to Client shall be through the Automated Clearing House("ACH")and A.4.6050W of the Internal Revenue Code shall normally be electronically transmitted directly to the Settlement Account you have designated or any successor account designated to receive provisional Pursuant to Section 6050W of the Internal Revenue Code, merchant acquiring funding of Client's Card sales pursuant to the Agreement. Client agrees that any entities and third party settlement organizations are required to file an information Settlement Account designated pursuant to the preceding sentence will be an return for each calendar year reporting all payment card transactions and third party account primarily used for business purposes. Neither Wells Fargo Bank, N.A., nor network transactions with payees occurring in that calendar year.Accordingly, you CardConnect LLC can guarantee the time frame in which payment may be credited will receive a Form 1099-K reporting your gross transaction amounts for each by Client's financial institution where the Settlement Account is maintained. calendar year.Your gross transaction amount refers to the gross dollar amount of Client hereby authorizes Wells Fargo Bank, N.A.,and its authorized representative, the card transactions processed through your merchant account with us. In addition, including CardConnect LLC,to access information from the Settlement Account and amounts reportable under Section 6050W are subject to backup withholding to initiate credit and/or debit entries by bankwire or ACH transfer and to authorize requirements. Payors will be required to perform backup withholding by deducting your financial institution to block or to initiate, if necessary, reversing entries and and withholding income tax from reportable transactions if(a) the payee fails to adjustments for any original entries made to the Settlement Account and to provide the payee's taxpayer identification number(TIN)to the payor, or(b) if the authorize your financial institution to provide such access and to credit and/or debit IRS notifies the payor that the TIN (when matched with the name)provided by the or to block the same to such account. This authorization is without respect to the Payee is incorrect.Accordingly,to avoid backup withholding,it is very important that source of any funds in the Settlement Account, is irrevocable and coupled with an you provide us with the correct name and TIN that you use when filing your tax interest. This authority extends to any equipment rental or purchase agreements return that includes the transactions for your business. which may exist with Client as well as to any fees, fines and assessments and A.5.Addresses For Notices Chargeback amounts of whatever kind or nature due to CardConnect LLC or Wells Fargo Bank, N.A. under terms of this Agreement whether arising during or after PROCESSOR: Important Phone Numbers: (see also termination of the Agreement.This authority is to remain in full force and effect at all CardConnect LLC: Sections 10 and 17) times unless and until CardConnect LLC and Wells Fargo Bank, N.A. have 1000 Continental Drive Customer Service consented to its termination at such time and in such a manner as to afford them a Suite 300 1-877-828-0720 reasonable opportunity to act on it. In addition, Client shall be charged twenty-five King of Prussia,PA 19406 dollars ($25.00) for each ACH which cannot be processed, and all subsequent BANK: funding may be suspended until Client either(i)notifies CardConnect LLC that ACH' Wells Fargo Bank,N.A.: s can be processed or(ii)a new electronic funding agreement is signed by Client. P.O.Box 6079 Client's Settlement Account must be able to process or accept electronic transfers Concord,CA 94524 via ACH. 1-844-284-6834 A .Funding Acknowledgement Automated Clearing House (ACH). Your funds for Mastercard, Visa, Discover Network, PayPal, Alipay, and American Express transactions will ordinarily be processed and transferred to your financial institution within two(2)Business Days from the time a batch is received by Processor if your financial institution is the Bank. If your financial institution is not the Bank, your Mastercard, Visa, Discover Network, PayPal, Alipay, and American Express transactions will ordinarily be processed via the Federal Reserve within two(2) Business Days from the time a batch is received by Processor.The Federal Reserve will transfer such amounts to your financial institution. A 3 Additional Fees and Early Termination If Client's Mastercard, Visa, Discover Network, PayPal, Alipay, and American Express transaction(s)fail to qualify for the discount level contemplated in the rates set forth in the Application,Client will be billed the fee indicated in the Mid-Qualified Discount field or Non-Qualified Discount field. If you are utilizing the Enhanced Billback Discount option,the Client will be charged the Enhanced Billback Rate on the volume of said transaction that failed to qualify, in addition to the difference between the Mastercard/Visa/Discover Network/PayPal/Alipay and American Express Qualified Rate agreed to on the Service Fee Schedule and the actual interchange rate assessed to the downgraded transaction. a. Any increases or decreases in the interchange and/or assessment portion of the fees; b. The appropriate interchange level as is consistent with the qualifying criteria of each transaction submitted by Client; c. Increases in any applicable sales or telecommunications charges or taxes levied by any state, federal or local authority related to the delivery of the services provided by CardConnect LLC when such costs are included in the Service or other fixed fees. The discount fees shown on the Service Fee Schedule shall be calculated based on the gross sales volume of all Visa, Mastercard/Discover/PayPal and American Express volume. A Monthly Minimum Processing Fee will be assessed immediately after the date Client's Application is approved.(Refer to Service Fee Schedule,if applicable.) In addition to the PIN Debit Card transaction fees set forth on the Application,Client shall be responsible for the amount of any fees imposed upon a transaction by the applicable debit network. The parties further agree and acknowledge that, in addition to any remedies contained herein or otherwise available under applicable law and, if (a) Client breaches this Agreement by improperly terminating it prior to the expiration of the initial term of the Agreement, or (b) this Agreement is terminated prior to the expiration of the initial term of the Agreement due to an Event of Default, then Servicers will suffer a substantial injury that is difficult or impossible to accurately estimate.Accordingly,the parties have agreed that the amount described below is a reasonable pre-estimate of Servicers'probable loss. In the event that Client terminates this Agreement within three (3)years from the date of approval by CardConnect LLC and Wells Fargo Bank, N.A. or this Agreement is terminated by Servicers within 3 years from the date of approval due to an Event of Default,Client will be charged a fee for such early termination, if so indicated on the Application on the Service Fee Schedule and as allowable under applicable laws. GenCP-WF-2602 PG 02.28.23 44