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HomeMy WebLinkAboutCardConnect LLC - 051523 Merchapt Pr ocessing Application and Agreement information below and sign if everything looks right.Ifyou have anyquestions please cardconnect. Please review the ryt g g contact your representative. SETUP INFORMATION Sales Code EA2724 Application Platform North BUSINESS DETAILS CONTACT INFORMATION First Name Cathy Last Name Taylor Email ctaylor@co.jefferson.wa.us Phone Number 360-385-9163 BUSINESS INFORMATION NOTE:Failure to provide accurate information may result in a withholding of merchant funding per IRS regulations.(See Part IV,Section A.4 of your Program Guide for further information.) Business Legal Name Jefferson County Dept of Public Works DBA Name Jefferson County Solid Waste Tax Filing Name Jefferson County Tax Filing Method ®EIN 0 SSN Tax ID(EIN) 91-6001322 Type of Ownership Government❑Individual/Sole Proprietor❑LLC❑Non-Profit Org❑Private Corporation❑Partnership❑Public Corporation❑Tax Exempt Stock Exchange(Only applicable for Public Corporations) Stock Ticker Symbol (NYSE or NASDAQ) ❑NYSE or NASDAQ IZI Other/Not Applicable Industry(MCC) 9399-Government Services(Not Elsewhere Classified) Business Description Public Works-Solid waste disposal Industry Options ❑Quasi Cash Business Start Date Website co.jefferson.wa.us Business Phone 360-385-0404 BUSINESS ADDRESS BUSINESS LEGAL MAILING ADDRESS Street Address 1 325 County Landfill Road Street Address 1 623 Sheridan Street Street Address 2 City Port Townsend Street Address 2 City Port Townsend State Washington ZIP 98368 State Washington ZIP 98368 Country United States of America Country United States of America OWNER INFORMATION Please provide the following information for each individual who owns,directly or indirectly,25%or more of the equity interest of your business,or who have significant responsibility to control,manage,or direct your business. BUSINESS OWNER INFORMATION First Name Last Name Street Address 1 623 Sheridan Street Title Street Address 2 City Port Townsend CEO❑CFO❑COO 0 LLC Member❑Owner 0 Partner 0 President ❑Secretary 0 Treasurer❑Vice President State Washington ZIP 98368 Ownership 0 % Personal Guarantee ❑Yes Country United States of America SSN Date of Birth Mobile Phone Email Page 1 of 6 CardConnect LLC is a registered ISO of Wells Fargo Bank,N.A.,Concord,CA GenCP-WF-2602_MPA_02.28.23 ADDITIONAL BUSINESS OWNER(1) First Name Last Name Street Address 1 %Ownership % SSN Street Address 2 City Date of Birth Mobile Phone State ZIP Country ADDITIONAL BUSINESS OWNER(2) First Name Last Name Street Address 1 • Ownership SSN Street Address 2 City Date of Birth Mobile Phone State ZIP Country ADDITIONAL BUSINESS OWNER(3) First Name Last Name Street Address 1 SSN • Ownership % Street Address 2 City Date of Birth Mobile Phone State ZIP Country ADDITIONAL BUSINESS OWNER(4) First Name Last Name Street Address 1 %Ownership % SSN Street Address 2 City Date of Birth Mobile Phone State ZIP Country BANKING AND PROCESSING DEPOSIT AND WITHDRAWAL BANK ACCOUNT PROCESSING VOLUME Bank Name 1st Security Bank Average Monthly Card Volume $ 111,800.00 /month Account Type ®Checking❑Savings Average Transaction Amount $ 29.00 Routing Number Account Number PRODUCT I SERVICE DELIVERY WINDOWS MODE OF TRANSACTION On average,Products I Services are delivered in In Person 100 0� 0 0-7 Days❑8-14 Days❑15-30 Days 0 30+Days Telephone 0 �0 Online Must total 100% THIRD PARTY PROVIDER Do you use any third party provider(TPP)to store,process or transmit cardholder data?(Examples include but are not limited to web hosting companies, Electronic Data Capture,Loyalty programs,software) oYes No If so,please provide third party provider information: TPP Name TPP Email TPP Phone r.is a rPr,istered ISO of Wells Fargo Bank,N.A.,Concord,CA GenCP-WF-2602_MPA 02.2823 EQUIPMENT NEW ORDERS Product Name Network Qty Price* Frequency CardPointe Gateway(RapidConnect North) Cardnet 1 - Clover Menu Requested `Price does not include tax and shipping&handling, SHIP EQUIPMENT TO Ship To Attention Justin Miskell Ship To Email jmiskell@co.jefferson.wa.us Street Address 1 623 Sheridan St. Street Address 2 City Port Townsend State WA ZIP 98368 Country USA MERCHANT SERVICES PAYMENTS ACCEPTED DISCOVER Amencan Express ESA Discover Full AGO Mastercard Visa Discover Program ®Discover Full AGO❑Discover EASI AMERICAN EXPRESS Discover EASI SE -7t Discover Industry Options 1L Amex Program 0 Amex OptBlue t Amex ESA Enable Incremental Authorizations Amex ESA SE 0000000000 IATA/ARC Number Q Debt Repayment Program PRICING INFORMATION PRICING Discount Frequency Funding RoHup ca Monthly O Daily ❑Net Fees and Deposits 21 Separate Fees and Deposits O Individual Batches DUES&ASSESSMENTS 21 Dues&Assessments In addition to the fees described in this Merchant Application and Agreement,you must pay us all Card Organization Charges."Card Organization Charges"means all fees, charges,liabilities,or obligations that a Card Organization imposes on us(1)in connection with your acceptance of its payment types,(2)in connection with the transactions processed under your MID,(3)as a result of your acts or omissions,or(4)as a result of the acts or omissions of others that act on your behalf or that provide services to you. Card Organization Charges are not subject to the consequential damages exclusion in Section 28 of the Program Guide and include but are not limited to:assessments (including but not limited to dues,issuer reimbursements,fines,penalties,and fraud recovery losses);fees established by the Card Organizations(including but not limited to access fees,switch fees,and file fees);adjustments;and Chargebacks. Page 3 of 6 CardConnect LLC is a registered ISO of Wells Fargo Bank,N.A.,Concord,CA GenCP-WF-2602 MPA 02.28.23 PROGRAM ( Merchant Surcharge Program A Surcharge is an additional fee that you add to relevant transactions as permitted by the Card Organization Rules and applicable laws(together,Applicable Laws).By choosing to assess a Surcharge and participate in this"Merchant Surcharge Program"(MSP),you agree that you are solely responsible for:(1)complying with all Applicable Laws and the Your Payments Acceptance Guide(which is contained in your Program Guide);(2)properly and clearly disclosing the existence and amount of iany Surcharge to Cardholders in accordance with Applicable Laws;and(3)ensuring any Surcharge you add to a transaction does not exceed the limit provided in the I Card Organization Rules.MSP is provided to you only by Processor and not by Bank. You also agree that:(1)you are assessing a Surcharge on Cardholders for certain Credit Card transactions in an amount equal to the Surcharge Rate reflected below;(2) you will pay us the Discount Fees for Credit Card and Debit Card transactions on gross sales for all of the transactions that you submit(without reduction for refunds, returns,or chargebacks);(3)you will pay us the Transaction Fee(the fixed charge per transaction reflected below for each Debit Card transaction)for each sale and refund that you submit,as well as any other fees or charges reflected in this merchant processing agreement and which are not replaced by the MSP;(4)you will not assess a Surcharge for the portion of the transaction that is tip on paper,and you will be responsible to pay us the Discount Fee for the gross amount of all tips on paper; (5)you will be responsible to refund Cardholders any Surcharge you assess in the amount billed on such transaction;(6)you will not assess a Surcharge for card not present transactions on cardholders whose billing ZIP code corresponds to states or US territories where Surcharging is prohibited by Applicable Law(including but not limited to,Connecticut,Massachusetts,Puerto Rico),you will be responsible to pay us the Discount Fee for such transactions,and you will comply with Applicable Laws any time you apply the MSP;and(7)we may change or cancel this Merchant Surcharge Program upon notice to you.We disclaim all warranties regarding the MSP;it is provided to you on an"as-is,with all faults"basis.Your use of the MSP does not:(1)guarantee compliance with any laws,Card Organization Rules,or applicable standards(including the PCI DSS),(b)affect your obligation to comply with laws,Card Organization Rules,and applicable standards(including the PCI DSS),or(3) S guarantee protection against a Data Incident. Visa Credit Card Discount Fee 2.9126 % Consumer Surcharge Rate Billed by 3.00 % Merchant Mastercard Credit Card Discount Fee 2.9126 ----- Debit Card Transaction Fee $0.25 /Each Discover Credit Card Discount Fee 2.9126 % -__ — _ - _ - Amex Credit Card Discount Fee 2.9126 Debit Card Discount Fee 1.25 r. v- v.,, TIERED Discount Fees Credit Non-PIN Debit Discount Fees Credit Non-PIN Debit I Visa Qualified % % Discover Qualified % o y Visa Mid-Qualified % % Discover Mid-Qualified % Visa Non-Qualified % % ; Discover Non-Qualified % % Mastercard Qualified % % Amex Qualified % Mastercard Mid-Qualified % % Amex Mid-Qualified % Mastercard Non-Qualified % % Amex Non-Qualified % ..y :Le r , .-: _, , sza ." . , , ,,„,,,INTERCHANGE PLUS , _ BILL BACK Pass Through Interchange—You will be charged the applicable interchange rate Non-Qualified Surcharge Fee(excluding interchange pass-through fees,see from Mastercard,Visa,Discover and American Express as well as the Discount Fees Section 26.1)Applies to Non-qualified MC,Visa,Discover,American Express listed below.Interchange Rates are variable and are determined by how your ' OptBlue Credit and/or Non-PIN Debit Transactions. • ' transactions clear,and are subject to change. ' Passthrough Interchange Costs la Gross Interchange❑Net Interchange Discount Fees Credit Non-PIN Debit Discount Fees Credit/Non-PIN Debit Visa Qualified Visa Qualified 0.45 % • _-- a = Mastercard Qualified % % Mastercard Qualified 0.45 _..- ___ __. __. _ Discover Qualified % Discover Qualified 0.45 % ; ; _ Amex Qualified Amex Qualified /o ' -HA SWIPED/NON-SWIPED t.�" °Altikatiabt FLAT RATE (If selected,the discount fees below apply to all payment types and brands accepted Discount Fees Credit/Non-PIN Debit unless otherwise noted in this agreement) i Visa Qualified Swiped or Dipped Discount Fee (%of gross transactions) % Mastercard Qualified o Swiped or Dipped Transaction Fee $ Non-Swiped or Non-Dipped Discount Fee ) s Discover Qualified % /O o $ : (%of gross transactions) Amex Qualified % Non-Swiped or Non-Dipped Transaction Fee $ Paae 4 of 6 Carricnnnart I i C lc a ranIciarari IRn of Walla Farnn Rank NI A r n, ,rrl cA r:PnCP_1MF_7Rn7 MPA n7 7R 77 AUTHORIZATION&TRANSACTION FEES PIN DEBIT Authorization Fees(All Card Types) $0.10 /Each Discount Fee % I / ACH Batch Fee $0.00 /Each Transaction Fee $ /Each I Voice Authorization Fee $0.00 /Each I Address Verification Fee(AVS) $0.00 /Each I Transaction Fees(All Card Types)** $0.00 /Each I **Transaction Fees(All Card Types)and Gateway Transaction Fee will be added together and billed on your merchant statement as"Trans Fee". t,. ,w .y 0 V,Y; CLOVER FEES $ : EBT i . f. Clover Platform Fee $0.00 /Monthly FNS# Transaction Fee $ /Each VOYAGER WRIGHT EXPRESS Authorization Fee $ i Each Discount Fee /o 1 Sales Discount % Transaction Fee $ /Each , Chargeback Fee $ !Each Retrieval Fee $ /Each CARDPOINTE AND GATEWAY FEES TRANSARMOR ""''' Setup Fee $0.00 (One Time) 0 TransArmor Data Protection CardPointe Monthly Platform Fee $15.00 /Monthly TransArmor Monthly Fee 5 Monthly Gateway Monthly Fee $0.00 /Monthly Gateway Transaction Fee** $0.00 /Each **Gateway Transaction Fee and Transaction Fees(All Card Types)will be added together and billed on your merchant statement as"Trans Fee". el MONTHLY AND MISCELLANEOUS FEES :w.�ra ," „',.' Application Fee $0.00 (One Time) Regulatory Product Fee $0.00 /Monthly Minimum Processing Fee $0.00 /Monthly PCI Non-Compliance Fee $29.95 /Monthly DDA Rejects $25.00 /Each ` Wireless Fee $0.00 /Monthly Statement Fee $0.00 /Monthly Wireless Activation Fee $0.00 (One Time) Chargeback Fee $25.00 /Each PCI Annual Fee $0.00 /Annual • Retrieval Fee $0.00 /Each PCI Concierge Monthly Fee $ /Monthly Annual Membership Fee . $0.00 /Annual Page 5 of 6 CardConnect LLC is a registered ISO of Wells Farao Bank N-A-Cnncnrd CA r..nco_wrARn9 tAoe no'NA 11 CONFIRMATION -.Irk, EARLY TERMINATION FEE ' The initial term of this Agreement is three years from the date of your approval by our Credit Department(the Initial Term).If you terminate this Agreement before the end of the then current term or otherwise stop processing your transactions with us,you will be charged this Early Termination Fee.After the Initial Term,subject to Part IV,Section A.3, this Agreement shall automatically extend for an additional period of one year each(each an Extended Term). Early Termination Fee $0.00 Client Initials PERSONAL GUARANTEE In exchange for CardConnect LLC,Wells Fargo Bank,N.A.,(a member of Visa USA,Inc.and Mastercard International,Inc.),and TeleCheck Services,LLC(the Guaranteed Parties)acceptance of,as applicable,the Agreement,and/or the Equipment Agreement and/or the TeleCheck/TRS Solutions Agreement,the undersigned unconditionally and irrevocably guarantees the full payment and performance of Client's obligations under the foregoing agreements,as applicable,as they now exist or as modified from time to time,whether before or after termination or expiration of such agreements and whether or not the undersigned has received notice of any amendment of such agreements.The undersigned waives notice of default by Client and agrees to indemnify the Guaranteed Parties for any and all amounts due from Client under the foregoing agreements.The Guaranteed Parties shall not be required to first proceed against Client to enforce any remedy before proceeding against the undersigned.This is a continuing personal guaranty and shall not be discharged or affected for any reason.The undersigned understands that this is a Personal Guaranty of payment and not of collection and that the Guaranteed Parties are relying upon this Personal Guaranty in entering into the foregoing agreements,as applicable. Signature Date " x ,}. a :, ..._._ AGREEMENT APPROVAL Client certifies that all information set forth in this completed Merchant Processing Application is true and correct and that Client has received a copy of the Program Guide and Confirmation Page,which is part of this Merchant Processing Application,and by this reference incorporated herein.Client acknowledges and agrees that we,our Affiliates and our third party subcontractors and/or agents may use automatic telephone dialing systems to contact Client at the telephone number(s)Client has provided in this Merchant ' Processing Application and/or may leave a detailed voice message in the event that Client is unable to be reached,even if the number provided is a cellular or wireless number or if Client has previously registered on a Do Not Call list or requested not to be contacted Client for solicitation purposes.Client hereby consents to receiving commercial electronic mail messages from us,our Affiliates and our third party subcontractors and/or agents from time to time.Client further agrees that Client will not accept more than 20%of its card transactions via mail,telephone or Internet order.However,if your Application is approved based upon contrary information stated in Banking and Processing section above,you are authorized to accept transactions in accordance with the percentages indicated in that section.This signature page also serves as a signature page to the TeleCheck Solutions Agreement appearing in the Third Party Section of the Program Guide,if selected,the undersigned Client being'You"and"Your"for the purposes of the TeleCheck Solutions Agreement. By signing below,each of the undersigned authorizes us,our Affiliates and our third party subcontractors and/or agents to verify the information contained in this Application and to request and obtain from any consumer reporting agency and other sources,including bank references,personal and business consumer reports and other information and to disclose such information amongst each other for any purpose permitted by law.If the Application is approved,each of the undersigned also authorizes us,our Affiliates and our third party subcontractors and/or agents to obtain subsequent consumer reports and other information from other sources,including bank references,in connection with the review,maintenance,updating,renewal or extension of the Agreement or for any other purpose permitted by law and disclose such information amongst each other. Each of the undersigned furthermore agrees that all references,including banks and consumer reporting agencies,may release any and all personal and business credit financial information to us,our Affiliates and our third party subcontractors and/or agents.Each of the undersigned authorizes us,our Affiliates and our third party subcontractors and/or agents to provide amongst each other the information contained in this Merchant Processing Application and Agreement and any information received subsequent thereto from all references,including banks and consumer reporting agencies for any purpose permitted by law.It is our policy to obtain certain information in order to verify your identity while processing your account application. As part of our approval,processing services,continuing fraud prevention and account review processes,the undersigned consents to the use of information gathered online or that you submit to us,and/or automated electronic computer security screening,by us or our third party vendors. Client authorizes FDMS and Bank and their affiliates to debit Client's designated bank account via Automated Clearing House(ACH)for costs associated with equipment hardware,software and shipping. You further acknowledge and agree that you will not use your merchant account and/or the Services for illegal transactions,for example,those prohibited by the Unlawful Internet Gambling Enforcement Act,31 U.S.C.Section 5361 et seq,as may be amended from time to time,or processing and acceptance of transactions in certain jurisdictions pursuant to 31 CFR Part 500 et seq.and other laws enforced by the Office of Foreign Assets Control(OFAC).To help the government fight the funding of terrorism and money laundering activities,Servicers obtain,verify,and record certain information including your full name,physical address,and any other information needed for identity verification purposes while processing this MPA,as described in the USA Patriot Act. Client certifies,under penalties of perjury,that the federal taxpayer identification number and corresponding filing name provided herein are correct.Client agrees to all the terms of this Merchant Processing Application and Agreement.This Merchant Processing Application and Agreement will not take effect until Client has been approved and this Agreement has been accepted by Proc or and Bank.Acceptance by Processor and Bank will occur upon the earlier of the execution of this Merchant Processing Application and Agreement by Processor and Ban the commencement of the provision of the Services by Processor and Bank. CARDCONNECT LLC Signature Application Approved By: ]]/f Signature Date -i6 Title Date WELLS FARGO BANK N.A.(A MEMBER OF VISA USA,INC.AND PROCESSOR INFORMATION MASTERCARD INTERNATIONAL,INC.) Name CardConnect LLC By:First Data Merchant Services LLC,pursuant to a limited power of attorney Signature 1000 Continental Drive,Suite 300,King of Prussia Address PA,19406 URL www.cardconnect.com Approved as to form orly: Customer Service(Phone) 1-877-828 0720 7_. y � • i May 8, 2023 Philip C.Hunsucker, Date Chief Civil Deputy Prosecuting Attorney Page 6 of 6 CardConnect LLC is a registered ISO of Wells Fargo Bank,N.A.,Concord,CA GenCP-WF-2602_MPA_02.28.23 Merchant Services cardconnect® A First Data Company Program Terms and Conditions (Program Guide) CCNGov2210 SMB/CMM PART I:CONFIRMATION PAGE PROCESSOR Name: CardCt nnect, LLC a business unit of First Data Merchant Services, LLC INFORMATION: Address: 1000 Cbntinental Drive,Suite 300,King of Prussia,PA 19046 URL: www.carciconnect.com Customer Service#: 1-877-828-0720 Please read this entire Agreement.It describes the terms on which we will provide Merchant Processing Services to you. This summary provides answers to commonly asked questions about your Agreement. 1.Your Discount Rates and other fees are calculated 5.This Agreement limits our liability to you.See Section 10 based on transactions qualifying fv certain program of the General Terms&Conditions for further details. pricing and interchange rates levied by the applicable 6.We have assumed certain risks by agreeing to provide you Card Organization.Transactions t at fail to qualify for with the Services.Accordingly,we may take certain actions to these rates will be charged an addi tonal fee.Interchange mitigate our risk,including termination of this Agreement,and and program pricing levied by th! Card Organization is holding monies otherwise payable to you(see Sections 16 and 17 subject to change, (see Section 6 I f the General Terms of the General Terms&Conditions). &Conditions). 2.We may debit your bank account(also referred to as your 7.By executing this Agreement with us you authorize us and Settlement Account)for amounts owed to us. our Affiliates to obtain and share financial and credit Information regarding your business and the signers and guarantors of this 3.You are liable for Chargebacks a id there are many Agreement until all your obligations to us and our Affiliates are reasons why a Chargeback may oc ur.When they occur we satisfied. will debit your Settlement Account. ;ee Section 8 of the 8.For questions regarding your Merchant Processing General Terms&Conditions. Application and Agreement,please contact Customer 4.If you wish to dispute any clumsier funding,you must Service at 1-877-828-0720. notify us within 60 days of the date statement on which the charge or funding appears. Information about Bank: Your Responsibilities: Your Bank,who is a Visa and Mastercard Member Bank,is a)You must comply in full at all times with this Agreement Wells Fargo Bank,N.A.(Bank) (including the Your Payments Acceptance Guide),all Card PO Box 6079,Concord,CA 94524 Organization Rules and all Cardholder and customer data Attn:Merchant Services(407)237-6R7 security and storage requirements. b)Bank is the entity approved to ex"end acceptance of Visa b)You may view and download the Your Payments Acceptance and Mastercard products directly toyou and will be a party Guide at to the sections of this Agreement listed in Section 2.2 c)You may view and download the Interchange Qualification c)Bank works with Processor to provde the Services to you Matrix and American Express OptBlue®Guide at with respect to Visa Cards and to Mas ercard Cards. d)Bank shall,either directly or through Processor,advise you d)You may download the Visa and Mastercard rules at of pertinent Card Organization Rules with which you must https://usa.visacom/dam/VCOM/download/about-visa/visa-rtdes- comply. publk.pdf e)Bank is responsible for and must piov de settlement funds www.mastercard.us/content/dam/mccom/global/documents/ to you and will be responsible for all finds held in a reserve. mastercard-rules.pdf. e)For your account to stay operational,you must keep fraud and Chargeback levels below Card Organization thresholds. 1/�1/��� ��f)Please retain a signed copy of your Agreement. Print Merchant's Business Legal Name: V�AI�f By signing below,you: (i) Confirm that you lave received and read the Application,General Terms&Conditions(Version CCNGov2210 SM I/CMM),including this Confirmation Page,Interchange Rate Schedule,and any addenda,amendments,replacement or renewal agreement(s);and 01) Agree to all termt in this Agreement in your capacity as a person authorized to sign on behalf of the business set out in the Application. NO SAL SENTATME AJTNORIZED TO ACCEPT OR AGREE TO ANY ALTERATIONS TO THIS AGREEMENT. ?411C 110/4,3 7)inc 4r- CD-AS •?,.? Signature: Title Date /ko. ')C.; d[/S Please Print Name of Signer CCNGov2210 SMB/CMM 2 Confidential CCNGov2210 SMB/CMM PART I:DUPLICATE CONFIRMATION PAGE PROCESSOR Name• CardCc nnect, LLC a business unit of First Data Merchant Services,LLC INFORMATION: Address: 1000 Continental Drive,Suite 300,King of Prussia,PA 19046 URL: www.cariconnectcom Customer Service#: 1-877-828-0720 Please read this entire Agreement.It describes the terms on which we will provide Merchant Processing Services to you. This summary provides answers to commonly asked questions about your Agreement. 1.Your Discount Rates and otht r fees are calculated 5.This Agreement limits our liability to you.See Section 10 based on transactions qualifying fcr certain program of the General Terms&Conditions for further details. pricing and interchange rates levied by the applicable 6.We have assumed certain risks by agreeing to provide you Card Organization.Transactions that fail to qualify for with the Services.Accordingly,we may take certain actions to these rates will be charged an additional fee.Interchange mitigate our risk,including termination of this Agreement,and and program pricing levied by ttO Card Organization is holding monies otherwise payable to you(see Sections 16 and 17 subject to change, (see Section 6 r f the General Terms& of the General Terms&Conditions). Conditions). 2.We may debit your bank accoun (also referred to as your 7.By executing this Agreement with in you authorize us and Settlement Account)for amounts ovrd to us. our Affiliates to obtain and share financial and credit information regarding your business and the signers and guarantors of this 3.You are liable for Chargebacks wad there are many Agreement until all your obligations to us and our Affiliates are reasons why a Chargeback may occur.When they occur we satisfied. will debit your Settlement Account.S!e Section 8 of the General Terms&Conditions. 8.For questions regarding your Merchant Processing Application and Agreement please contact Customer 4.If you wish to dispute any charg i or funding,you must Service at 1-877-828-0720. notify us within 60 days of the date tf the statement on which the charge or funding appears. Information about Bank: Your Responsibilities: Your Bank,who is a Visa and Masterc rd Member Bank,is a)You must comply in full at all times with this Agreement Wells Fargo Bank NA(Bank) (including the Your Payments Acceptance Guide),all Card PO Box 6079,Concord,CA 94524 Organization Rules and all Cardholder and customer data Attn:Merchant Services(407)237-6127 security and storage requirements. b)Bank is the entity approved to ex-•nd acceptance of Visa b)You may view and download the Your Payments Acceptance and Mastercard products directly toyou and will be a party Guide at to the sections of this Agreement listdf in Section 2.2. c)You may view and download the Interchange Qualification c)Bank works with Processor to provide the Services to you Matrix and American Express OptBlueO Guide at with respect to Visa Cards and to Mas>ercard Cards. d)Bank shall,either directly or throe h Processor,advise you d)You may download the Visa and Mastercard rules at of pertinent Card Organization Rules pith which you must httpz'/usa.visa.com/dam/VCOM/download/about-visa/visa-rules- comply. public.pdf e)Bank is responsible for and must provide settlement funds www.mastercard.us/tontent/dam/mccom/global/documents/ to you and will be responsible for all 'unds held in a reserve. mastercard-rules.pdf. e)For your account to stay operational,you must keep fraud and Chargeback levels below Card Organization thresholds. If)Please retain a signed copy of your Agreement. Print Merchant's Business Legal Name.• J� CO _ By signing below,you: TT (i) Confirm that you have received and read the Application,General Terms&Conditions[Version CCNGov2210 SM l/CMM),including this Confirmation Page,Interchange Rate Schedule,and any addenda, amendments,rep acement or renewal agreement(s);and (ii) Agree to all term! in this Agreement in your capacity as a person authorized to sign on behalf of the business set out i I the Application. NOS ENTATIVE IS AJTHORIZED TO ACCEPT OR AGREE TO ANY ALTERATIONS TO THIS AGREEMENT. Busi ss Princi x l✓ / L_7)irtcli G •28.23 Sig ture: J Title Date M7o4 ']GIQ C•2/eg Please Print Name of Signer CCNGov2210 SMB/CMM 3 Confidential CCNGov2210 SMB/CMM PART II:GENERAL TERMS&CONDITIONS 1.Your Payment Acceptance Guide nd Card THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE Organization Rules OR SERVICE,OR FEATURED IN ANY BANNER OR OTHER ADVERTISING,AND WE WILL NOT BE A PARTY TO OR IN 1.1 The General Terms&Conditions(4 ,neral Terms), ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU together with your Application,the In rchange Rate AND PROVIDERS OF THIRD PARTY SERVICES OR PRODUCTS. Schedule and the Your Payments Acc>,tance Guide constitute the agreement for Card Tra action acceptance 2.3 If you do not qualify for our full service program but have and other related Services(this Agree ent). otherwise been approved for accepting American Express or WEX,your American Express and WEX transactions will be 1.2 You agree to comply with the You Payments Acceptance processed through and funded by American Express or WEX Guide and,either the Card Organize.• Rules relevant to (as applicable).American Express and WEX will provide you you,as they may change over time. Your Payments their own agreements governing those transactions.You Acceptance Guide is available at www..usinesstrack.com. agree that(a)we are not responsible and assume no liability for any such transactions;and(b)American Express and WEX 1.3 If there are any inconsistencies be n the General may charge additional fees for the services they provide. Terms and the Your Payments Acce• =Guide,or the Card Organization Rules,the General Term• II govern. 2.4 Rather than accepting all categories of card,you have the 1.4 You may not alter this Agreement. option to elect to accept only certain categories of card (Limited Acceptance).If you wish to offer Limited 2.Services and Non-Bank Services Acceptance,you must complete the Limited Acceptance Form and agree to be bound by the additional terms and 2.1 Your Application will identify the S rvices you will receive. conditions set out in that document. Certain Services referred to in this Ag ment may not be available to you. 3.Access and Use of Services 2.2 Subject to Card Organization Rule Services may be 3.1 Except as specified in the Your Payments Acceptance byus,our Affiliates,our Guide,or otherwise agreed in writing,the Services shall be performed ag nts or other third for your internal business use in the United States only. parties we may designate.References o"we""our"and"us" shall be deemed to be references to : and Processor 3.2 You shall not and shall not permit any third party to:(a) except for the purposes of Sections 2. ,2.3,2.4,6.9,112, access or attempt to access any Service that is not intended 11.5,11.6,11.7,13.1,20,24,32 and 3; Bank shall not be a to be available to you;(b)access or use(in any format)the party to the aforementioned Sections •r shall Bank have Services(or any part)through any time-sharing service, any responsibility or liability pursuant • such Sections.Third service bureau,network,consortium,or other means;(c) Party Services,including any apps ava able in an application without our advanced written consent,use,ship or access marketplace or voice or data services •u purchase directly Services(or any part)outside or from outside of the United from a third party provider,are not g• erned by this States;(d)perform or attempt to perform any actions that Agreement and we are not responsibl for providing, would interfere with the proper working of any Service, maintaining,servicing or supporting s h services.If you prevent access to or use of any Service by other users,or in decide to use Third Party Services, • will be responsible for our reasonable judgment impose a large load on our reviewing and understanding the to .and conditions infrastructure,network capability or bandwidth;or(e)use the associated with Third Party Services. Services(or any part)except as permitted in this Agreement. Any third party content downloaded • otherwise obtained 3.3 You may use the eligible TransArmor services and portals through the use of the Services is do loaded at your own only to scan IP addresses,URLs and domain names owned risk.WE WILL NOT BE RESPONSIBLE F r R ANY ACTIONS OR by and registered to you. ANY FAILURES TO ACT OF ANY THI'• PARTY,AND WE EXPRESSLY DISCLAIM ANY LIABILITY' LATED TO ALL THIRD 3.4 We have the right to rely on user names,password and PARTY SERVICES.WE DO NOT WAR• NT,ENDORSE, other sign on. GUARANTEE,OR ASSUME RESPONSI: LITY FOR ANY THIRD PARTY SERVICE OR PRODUCT ADVER SED OR OFFERED CCNGov2210 SMB/CMM 4 Confidential 4.Settlement 5.Exdesivty 4.1 As part of the Services,we will pr.,- transaction data 5.1 You will use us as your exclusive provider of all Services received from you and facilitate the tr sfer of funds for your during the term of this Agreement. Card sales to your Settlement Accoun 6.Fees;Adjustments;Collection of Amounts Due 4.2 We may debit your Settlement Ac< wit for any amounts owed to us,including any amounts p. • to you in error.We 6.1 You will be charged,and agree to pay us,all fees set out may also offset any amounts owed to s or our Affiliates on your Fee Schedule or elsewhere in this Agreement related to activity in other accounts m ntained In your name or which you any of your principals,g raptors or 6.2 The fees specified on your Fee Schedule are based on the authorized signors guarantee. assumption that your transactions will qualify at the Anticipated Interchange and Program Pricing Levels 4.3 You are responsible for providing -with accurate associated with your account.If a transaction fails to qualify information regarding your Settlemen Account.If you at the Anticipated Interchange Program Pricing Levels,you change the Settlement Account in whi you receive the will be charged a Non-Qualified Fee,plus a Non-Qualified proceeds of your transactions,you m . notify us Surcharge for each such non-qualifying transaction. immediately.If you accept payment • s other than Visa, Mastercard,American Express, Disco =r Network and 6.3 If you accept a Card or transaction other than the type PayPal(such as TeleCheck Services),yo are also responsible anticipated for your account we will charge you our then- for contacting the Card Organizations • companies current transaction fee(s)for the Card and transaction and goveming those Cards to notify them •. this change.We shall you will be responsible for the transaction to the same extent not be liable for delays in receipt of fun or errors in debit as you would be f it was of a Card type elected and and credit entries caused by you or any. _ Person, approved. including any delays or errors resultin from errors in If your fees are not paid through our automatic debiting Settlement Account information you • •vide. process,and we are required to pursue collection efforts,you 4.4 If a Default occurs you agree we without notice will reimburse us for our costs in an amount of not less than change processing or payment terms d/or suspend credits $100.00. or other payments of any amounts d or which become 6.4 The fees specified on your Fee Schedule are based on(a) due to you. estimated annual volume and average transaction size for all 4.5 Your right to receive any amounts ue or to become due Services provided under this Agreement and(b)your from us is expressly subject and subo Mate to Chargeback, method of doing business.If the actual volume or average setoff,lien,and our rights to withhold ttlement funds transaction size are not as expected or if you significantly under this Agreement without regard •whether such after your method of doing business,we may adjust our fees Chargeback,setoff,lien,and the with (ding of settlement without prior notice to you.It is your responsibility to notify fund rights are being applied to claim that are liquidated, us of any such changes to your business. unliquidated,fixed,contingent,matur • or unmatured. 6.5 We may adjust our fees to reflect new or increased fees, 4.6 If you undertake Global ePricing(< P)Transactions,you taxes or assessments imposed by any Card Organization or acknowledge that:(a)Settlement by of GeP Transactions other Persons related to the Services.It is your responsibility shall be made in the Local Currency o the basis of the to pay all such adjusted fees effective from the date specified Transaction Price of the GeP Sales Tr section under the in our notice to you. process defined by the Card Organiz. ons;(b)you shall be 6.6 Any Account Minimum Fee set out in your Application subject to any and all Foreign current exchange rate will be charged monthly(beginning in the calendar month exposure in connection with all GeP T :nsactions;and (c)you after your Application is approved)for each location and will are solely responsible for all aspects o the GeP Transaction be calculated as the Account Minimum Fee set forth in your (other than the performance of GeP ry ces),including Application less the'Discount Fees"and"Other Payment obtaining the Cardholder's agreemen to a GeP Transaction, Fees that you incur for that month and location.The and complying with all Card Organiza on Rules applicable to Account Minimum Fee shall never be less than zero. you.Dynamic Currency Conversion as •efined by Card Organization Rules is not permitted r provided as part of 6.7 An equipment rental fee will be charged each month for the GeP Services. each piece of equipment rented from us,plus tax as applicable.You will also be charged for shipping and supplies. CCNGov2210 SMB/CMM 5 Confidential 6.8 An Authorization fee will be char:r for each If you notify us after 60 days,you agree we have no Authorization requested,whether the - ••nse is approved obligation to investigate or effect any adjustments.Any or declined.If you are being charged . combined fee for voluntary efforts by us to assist you in investigating such both Authorization and Capture we m charge this fee on matters do not obligate us to continue such investigation or the communication of all instructions t you transmit to us to conduct any future investigation. from your point of sale device or othe systems to our computer systems,whether the corn nications are for 6.13 If you fail to pay any amounts due within 30 days of the Authorization requests or any other c.•ture of information due date set out in our merchant statement or other whether or not related to any individ transaction. communication with you,then we may,in our sole discretion, charge you Interest for such time that the amount and all 6.9 A fee will be charged for each Add -ss Verification accrued interest remain outstanding at the lesser of 12%APR Service(AVS)request submitted,whet -r or not we are able or the maximum rate permitted by applicable law to provide a response to the request. 7.Electronic Funding Authorization 6.10 Clients opting out of the TransAr :or Solution will be charged a Compliance Fee.The Comp .nce Fee covers our 7,1 All payments to you shall be made through the costs for systems maintenance and u• rades,mandatory IRS automated clearing house system(ACH)and shall normally reporting,as well as costs associated 'th our required be electronically transmitted directly to the Settlement tracking and reporting of your PCI co pliance.We will Account you have designated or any successor account provide a monthly vulnerability"scan, if required,of up to 5 designated to receive provisional funding of your IP addresses.Additional required sca . are your transactions pursuant to this Agreement.You agree that any responsibility.Payment of the Compl - • Fee does not Settlement Account designated by you will be an account discharge your responsibility to main . n PCI DSS compliance primarily used for business purposes.We cannot guarantee at all times. the timeframe in which payment may be credited by your financial institution. 6.11 You will be charged a monthly -Receipt of PCI Validation fee unless,within 60 days ,m the date this 7.2 You agree to be bound by the operating rules of the ACH Agreement is submitted with your sig :ture and on an and you authorize us to(a)access information from the annual basis after that. Settlement Account;(b)initiate credit and/or debit entries by wire or ACH transfer;(c)instruct your financial institution to a)you obtain any quarterly or other • '•dic PCI-approved (i)block or to initiate,if necessary,reversing entries and vulnerability scans that the Card Org. r tion Rules require adjustments for any original entries made to the Settlement you to obtain(for example,if you .. -.t Internet Account;and(ii)provide such access and to credit and/or transactions); debit or to block the Settlement Account. b)you remediate vulnerabilities iden' -d by your scans in 7.3 If we cannot process an ACH payment,we may(a)charge ways that enable you to comply with t • Card Organization you the applicable fee set out in the Pricing Schedule;and Rules and applicable standards(incl . ng the PCI DSS);and (b)suspend all subsequent funding until a new electronic funding agreement is signed by you or you notify us that c)you confirm that you are following .•rtain data security ACH payments can be processed. protocols by(i)completing an online ••If-assessment questionnaire,which we will make ava .ble to you,regarding 7.4 Any funds pertaining to the Card transactions your systems and payments accepta • practices(SAQ),or contemplated by this Agreement now or hereafter in our (ii)using PCI-approved methods,prov.ing us with other possession may be commingled with other funds of ours,or, written evidence of your PCI DSS corn liance. in the case of any funds held pursuant to the foregoing paragraphs,with any other funds of other customers of ours. If you materially change the systems u use to accept In addition to any rights now or hereafter granted under payments and you wish to avoid payl the monthly Non- applicable law and not by way of limitation of any such Receipt of PCI Validation fee,you will d to promptly rights,we are hereby authorized by you at any time and from complete a new SAQ or(using PCI-ap -. methods) time to time,without notice or demand to you or to any promptly provide us with other ' I, evidence of your PCI other Person(any such notice and demand being hereby DSS compliance. expressly waived),to set off,recoup and to appropriate and to apply any and all such funds against and on account of 6.12 If you believe any adjustments s uld be made to your your obligations to us and our respective Affiliates under this Settlement Account you must notify in writing within 60 Agreement and any other agreement with us our respective days after any debit or credit is or sho Id have been effected. Affiliates for any related equipment or related services CCNGov2210 SMB/CMM 6 Confidential (including any check services),whet _ such obligations are g)complies with this Agreement and Card Organization liquidated,unliquidated,fixed,cont' • nt matured or Rules. unmatured. 9.2 You further represent and warrant,as of the date of this 8.Chargebacks,Fines and Penalties Agreement and at the time of submission of each transaction,that 8.1 Cardholders and Issuers are autho zed by Card Organization Rules and by law to rev. and Chargeback a)you are validly existing,in good standing and free to enter transactions that you submit to us.Fu her details are set out into this Agreement; in the Your Payments Acceptance Gui e and in the Card Organization Rules. b)you have not changed the nature of your business or practices in a way not previously disclosed to us; 8.2 You are obligated to reimburse us and authorize us to debit your Settlement Account)for(a)=II refunds,credits, c)each statement made on the Application or other Chargebacks and adjustments relatin• to transactions that information provided to us in support of this Agreement is you submit for processing;and(b)an fees,fines, true,accurate and complete and you have maintained and assessments,obligations or other ch. • a Card updated this information to keep it true,accurate,current Organization imposes on us in relatio to your acts or and complete; omissions or the acts or omissions of •ur agents or those acting on your behalf. d)you have not filed a bankruptcy petition not previously disclosed to us; 8.3 Refunds,Credits,returns and Char ebacks for GeP Transactions shall be treated as ind • ndent transactions e)you will not process any credit transactions that do not with a Transaction Rate as determine• by the Card correspond to a previous transaction on the original sales Organization. draft 9.Your Representations and wane es f)you will not at any time during the term of this Agreement or until all amounts have been paid in full under this 9.1 By submitting a transaction to us, •u represent and Agreement grant or pledge any security interest or lien of warrant that the transaction: any type in any Reserve Account,Settlement Account or in any of the transaction proceeds to any Person without our a)is genuine and arises from a genui sale or service that consent;and you directly sold or provided as descr d on your Application.(The submission of Aut • ization requests g)where you provide FNS,SNAP or WIC Benefits(as and/or Card transaction by you for Ca • sales or cash described in the Your Payments Acceptance Guide),you are advances transacted by another busi ss is considered an FNS authorized merchant and are not disqualified or laundering or factoring and is prohibi d); withdrawn from redeeming food stamp coupons or otherwise disqualified or withdrawn by FNS. b)represents the correct amount oft goods or services purchased by the Cardholder from yo business as 10.Limitations on Liability;Exclusion of Consequential identified on your Application; Damages c)is not subject to any dispute,set-o or counterclaim; 10.1 THIS AGREEMENT IS A SERVICE AGREEMENT.USE OF THE SERVICES,SOFTWARE OR ANY EQUIPMENT(INCLUDING d)to your knowledge is not the result•f fraud and has been ANY SERVICES,SOFTWARE OR EQUIPMENT PROVIDED BY authorized by the Cardholder OR THROUGH A THIRD PARTY)IS AT YOUR OWN RISK AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW e)does not violate the law of any app cable jurisdiction, THE SERVICES,EQUIPMENT AND ANY SOFTWARE IS including the jurisdiction where you a located,where the PROVIDED"AS IS"AND WE DISCLAIM AU. Cardholder is located,or where we ar located REPRESENTATIONS OR WARRANTIES,EXPRESS OR IMPLIED, MADE TO YOU OR ANY OTHER PERSON,INCLUDING ANY f)except for any delayed delivery or . once deposit Card WARRANTIES REGARDING QUALITY,SUITABILITY, transactions expressly authorized and r this Agreement MERCHANTABIUTY,FITNESS FOR A PARTICULAR PURPOSE included your simultaneous delivery • the goods or services OR THAT SERVICES,EQUIPMENT OR ANY SOFTWARE WILL to the Cardholder;and OPERATE UNINTERRUPTED OR ERROR FREE OR THAT THE SERVICES,EQUIPMENT OR SOFTWARE ARE SECURE,FREE OF CCNGov2210 SMB/CMM 7 Confidential VIRUSES OR OTHER HARMFUL COM' NENTS,OR DO NOT insider trading,or other applicable laws and you shall limit INFRINGE THE RIGHTS OF ANY PERS• . your use and disclosure of that information in accordance with all applicable laws. 10.2 IN NO EVENT SHALL WE OR OU'• FFILIATES OR ANY OF OUR OR THEIR RESPECTIVE DIR •R5,OFFICERS, 11,3 With respect to each customer who desires to receive EMPLOYEES,AGENTS OR SUBCON-T CTORS,BE LIABLE marketing material,transaction receipts or other UNDER ANY THEORY OF TORT,CO CT,STRICT LIABILITY communications from you via text message or email,such OR OTHER LEGAL THEORY FOR LOST •OFITS,LOST customer must give the appropriate consent In writing;you REVENUES,LOST BUSINESS OPPOR ITIES,EXEMPLARY, are NOT permitted to add or modify a customer's consent PUNITIVE,SPECIAL,INCIDENTAL,INDI ECT OR indication on behalf of the Customer. CONSEQUENTIAL DAMAGES,EACH 0 WHICH IS EXCLUDED BY AGREEMENT OF THE PARTIES,RE RDLESS OF WHETHER 11.4 You(or your agents acting on your behalf)shall only SUCH DAMAGES WERE FORESEEABLE •R WHETHER ANY send marketing materials or other communications to a PERSON HAS BEEN ADVISED OF THE •SSIBIUTY OF SUCH customer's provided phone number,street address,and/or DAMAGES. email address if the customer has specifically consented in writing executed by the customer. 10.3 NOTWITHSTANDING ANYTHING N THIS AGREEMENT TO THE CONTRARY(INCLUDING SE •N 26): 11.5 If you offer any loyalty program to customers through the Services or otherwise,you are solely responsible for any a)OUR CUMULATIVE LIABILITY FOR A LOSSES,CLAIMS, and all offerings made available to customers in connection SUITS,CONTROVERSIES,BREACHES •' DAMAGES FOR ANY with your loyalty program(each,an Offer).The Offer and all CAUSE WHATSOEVER(INCLUDING T •SE ARISING OUT OF of the related information,including branding(trademarks OR RELATED TO THIS AGREEMENT A •ANY INDEMNITIES), and logos)and images(collectively,the Content)are REGARDLESS OF THE FORM OF ACTI• OR LEGAL THEORY, provided and determined by you.You are solely responsible SHALL NOT EXCEED,(I)550,000;OR(I THE AMOUNT OF for ensuring the accuracy of the Offer and Content. FEES RECEIVED BY US UNDER THIS At• EMENT FOR SERVICES PERFORMED IN THE IMME•ATELY PRECEDING 12 11.6 By providing Content to us as part of our Services,you MONTHS,WHICHEVER IS LESS; grant us the right and license to use,modify(e.g.for formatting and display purposes),publicly perform,publicly b)ANY LIABILITY THAT WE MAY HA :TO YOU FOR ANY display,reproduce and distribute such Content on and DELAY IN FUNDING TRANSACTIONS ILL BE LIMITED TO through the Services,including any Software we make INTEREST COMPUTED FROM THE DA THAT YOU SUBMIT available to you.This license includes the right for us to THE TRANSACTION TO THE DATE TH WE FUND THE make Content available to other users who may access and TRANSACTION AT THE RATE OF THE ' DERAL FUNDS AS use your Content. SET BY THE FEDERAL RESERVE BANK I F NEW YORK,NEW YORK,LESS ONE PERCENT(1%);AND 11.7 You are solely responsible for(a)fulfilling the terms of your Offers and determining the criteria for your customers c)OUR LIABILITY ARISING OUT OF 0'• N ANY WAY to earn and redeem perks,rewards,stamps,credits or CONNECTED WITH ANY EQUIPMENT R SOFTWARE SHALL incentives(Rewards);and(b)honoring Rewards for eligible NOT EXCEED THE PURCHASE PRICE • PRIOR TWELVE customers who earn those Rewards and you agree not to MONTH'S RENT OR FEES,AS APPUCA LE.PAID TO US FOR withdraw or terminate any Offer after it has been made THE PARTICULAR EQUIPMENT OR SO ARE INVOLVED. publicly available to your customers without offering a reasonable alternative method for customers to redeem any 11.Communications with Cust• through the Rewards related to the Offer. Services 11.8 You are solely liable for,and we shall have no liability in 11.1 You shall provide and obtain any .Issclosures and relation to,any costs or expenses(including refunds) consents related to the E-SIGN Act th. may be required in associated with your Offers or Rewards or your failure to connection with your communicatio and agreements with issue,accept,fulfill or redeem any Rewards your customers through the Services. 12.Confidentiality 11.2 If you are able to discern any inf. .tion about a particular entity or individual from t information available 12.1 You shall safeguard all confidential information we through Insightics or any other Servic either alone or with supply or otherwise make accessible to you(including the other information in your possession, . agree that the terms of this Agreement)using a reasonable degree of care. information may be subject to certain •rivacy,marketing, You shall only use our confidential information for the CCNGov2210 SM8/CMM 8 Confidential purposes of this Agreement and shall •t disclose our fraud or other actual or alleged wrongful act by you in confidential information to any perso except as we may connection with the Services. agree in advance and in writing.We .• nowledge that you may be subject to public records laws .r the State in which 14.Intellectual Property Rights you are located and any non-exempt • •tic records,which may include our confidential informati n,are subject to 14.1 All right,title,and interest in and to all confidential inspection and copying upon request the public.If a information and intellectual property related to the Services Public Records request is made for o onfidential (including the Marks,all Software,the content of any information,you will provide us 10 da prior notice of your materials,web screens,layouts,processing techniques, intent to disclose the records so that may seek a procedures,algorithms,and methods and any updates, protective order or take other court . •n.If no such action changes,alterations,or modifications to or derivative works is filed,you may disclose the records. t our request you from such intellectual property),owned,developed or shall return to us or destroy all of our •nfidential licensed by us prior to,during the term of,or after this information in your possession or con •I. Agreement,or employed by us in connection with the Services,shall be and remain,as among the Parties,our or 12.2 You agree that breach of the re tions on use or our affiliates',our vendors'or our licensors'(as applicable) disclosure of our confidential informat•n would result in sole and exclusive property and all right,title and interest immediate and irreparable harm to us,:nd money damages associated with the Services,Equipment and Software not would be inadequate to compensate r that harm.We shall expressly granted by us in this Agreement are deemed be entitled to equitable relief,in adds n to all other withheld. available remedies,to redress any bre. h. You may not use our Marks in any manner,including in any 12.3 You may submit comments or id s about our Services, advertisements,displays,or press releases,without our prior including about how to improve our S ices.By submitting written consent. any idea,you agree that:(a)we expre• disclaim any confidentiality obligations or use restri tions,express or 14.2 You may not nor may you permit any third party to do implied,with respect to any idea;(b)y ur submission will be any of the following:(a)decompile,disassemble,reverse non-confidential;and(c)we are free t• use and disclose any engineer,or otherwise attempt to reconstruct or discover by idea on an unrestricted basis without .tifying or any means any source code,underlying ideas or algorithms compensating you.You release us fro all liability and of the Service,Software or Equipment(or any par[),except to obligations that may arise from our r ipt review,use or the extent that such restriction is expressly prohibited by law; disclosure of any portion of any idea. (b)modify,translate,or alter in any manner,the Service, Software or Equipment(or any part)or the Marks;(c)create 13.Use of Data derivative works of or based on the Service(or any part), Software or the Marks;(d)except for backup and archival 13.1 You agree we may use Transactio Data for the purpose purposes,directly or indirectly copy the Service or any of providing additional products and rvices to you,other Software(or any part);(e)republish,upload,post,transmit, merchants,or third parties.This includ using Cardholder disclose,or distribute(in any format)the Service or Software information,dates,transaction details, nd other Transaction (or any part)except as permitted in this Agreement;or(f) Data to provide you with analytics p • ucts and services as remove,relocate,or otherwise alter any proprietary rights well as collecting using Transaction D. a aggregated with notices from the Service,Software or documentation(or any other merchants'transaction data to • ovide you,other part)or the Marks. merchants,third parties with analytic• ••ucts and services. 14.3 If we provide you with copies of or access to any 13.2 In the course of providing Servi _,we may collect Software or documentation,unless otherwise expressly information relating to activities on yo r network,including stated in writing,that Software and documentation is network configuration,TCP/IP packet =aders and contents, provided on a personal,non-exclusive,non-transferable, log files,malicious codes,and Trojan • We retain the non-assignable,revocable limited license for the period of right to use this information or aggre•:tions of this your subscription to the applicable Service and solely for you information,in addition to the Transa•ion Data described to access and use the Software and documentation to above,for any reasonable purpose. receive the relevant Services for Its intended purpose on systems owned or licensed by you.Software can only be 13.3 You agree that we may obtain rel vent information from used with certain computer operating systems and it is your any applicable telecommunications pr r you utilize,as responsibility to ensure that you have the appropriate necessary to investigate any allegatio of fraud,suspected hardware and software to use the Software. CCNGov2210 SMB/CMM 9 Confidential 14.4 You shall not take any action i . sistent with the obligations required of Bank,including full responsibility for stated title and ownership in this Secti n 14.You will not file its Card program and such other obligations 35 may be any action,in any forum that challeng:• the ownership of expressly required by applicable Card Organization Rules. any part of the Service or any Softwar materials or documentation.Failure to comply wi this provision will 15.4 If this Agreement is assigned with our permission or by constitute a material breach of this Ag -ement.We have the operation of law,the restriction against assignment shall right to immediately terminate your a ess to and use of the continue to apply to the assignee,who will not be authorized Service in the event of a challenge by •u. to further assign this Agreement except as described in this Section. 14.5 If you are acquiring any Services behalf of any part of the United States Government(Gove ent):(a)any use, 16.Terms;Events of Default duplication,or disclosure by the Gove meet is subject to the restrictions set forth in subparagr. .hs(a)through(d)of 16.1 This Agreement becomes effective only when approved the Commercial Computer Software-• icted Rights clause by our Credit Department.We reserve the right to of FAR 52.227-19 when applicable,or subparagraph immediately suspend or terminate your account and this (c)(1)(ii)of the Rights in Technical and Computer Agreement if you fail to meet our credit policies even if your Software clause at DEARS 252.227-70 and in similar account has been activated to submit transactions prior to clauses in the NASA FAR Supplement; nd(b)we are the your approval by our Credit Department. contractor/manufacturer,with the ad. . set forth in this 16,2 The initial term of this Agreement is three years from Agreement. the date of your approval by our Credit Department(the 15.AssignmentInitial Term).After the Initial Term,subject to Section 16.3, this Agreement shall automatically extend for additional 15.1 Any transfer or assignment of th'. Agreement by you, period of one year each(each an Extended Term). without our prior written consent(su consent not to be unreasonably withheld by us),by o - ton of law or 16.3 A party may give written notice to the other party,not otherwise,is voidable by us and,in event we may:(a) later than 30 days before the end of the Initial Term or the suspend Services at any time and wi ut notice,(b)hold relevant Extended Term,to terminate this Agreement at the you and your guarantors liable for all .'.ligation incurred by end of the Initial Term or the relevant Extended Term,as the such purchaser or transferee,and(c) • set funding and case may be.Should you fail to notify us in writing that you obligations incurred on your accounts ithout regard to wish to terminate this Agreement under this Section whether such funding or obligations r late to activities of 16.3 you agree that you will continue to be charged certain you or of such purchaser or transfer- fees pursuant to this Agreement even if you are not using 15.2 If you make an assignment(or p vide a security your account If you have an equipment lease,termination of interest)of receivables covered by thi Agreement,then we this Agreement does not terminate that equipment lease. may,at our option,elect to:(a)refuse • acknowledge such 16.4 We may terminate this Agreement or suspend any or all assignment unless accompanied by a authorization to both of the Services immediately and without notice in the initiate debits or credits to the bank •unt of the assignee; (b)terminate this Agreement immedi ely;or(c)charge for following circumstances(each,a Default): any transfers that we are called upon • make manually to a)a material adverse change in your business,financial fulfill such an assignment at the rate • S100 per transfer. condition,or business prospects; 15.3 Processor may not assign or tran er this Agreement to b)any assignment or transfer of voting control of you or any other Person without your prior 'tten consent(such your parent or sale of all or a substantial portion of your consent not to be unreasonably withh Id by you).Subject to assets; Card Organization Rules,Bank may as gn or transfer this Agreement and its rights,duties and ••ligations hereunder, c)irregular Card sales by you,excessive Chargebacks, in whole or in part,to any Person,w : her in connection noncompliance with any applicable data security standards, with a change in sponsorship,as set f• in the preceding as determined by Servicers,or any Card Organization,or any paragraph,or otherwise,without noti. to you or your other Person,or an actual or suspected data security breach, consent. In addition,another Visa and astercard member or any other circumstances which,in our sole discretion,may may be substituted for Bank under •.- sponsorship this increase our exposure for your Chargebacks or otherwise Agreement is performed with respec to Visa and present a financial or security risk to us; Mastercard transactions.Upon such su 'ution,such other Visa and Mastercard member shall be .••nsible for all CCNGov2210 SMB/CMM 10 Confidential d)you breach any of your representati ns,warranties or 16.8 Your right to terminate under Section 16.7 does not covenants in this Agreement or you d ault in any material apply to increases in rates or any other charges or new fees respect in the performance or observe of this Agreement imposed on us by third parties(including the Card or in any agreement with any of our r- pective Affiliates, Organizations)which we pass on to you in accordance with including the establishment or mainte .nce of funds in a Section 6.5 or where we adjust your fees in accordance with Reserve Account or any failure to no f us of any change to Section 6.4.Any termination in these circumstances shall be the information in your merchant pro considered a breach of this Agreement e)your actions come under investigati n by any Card 16.9 The expiration or termination of this Agreement shall Organization resulting in the Card Org nization directing us not affect the obligations and rights of the parties pursuant to terminate or suspend our Services• Agreement with you; to provisions of this Agreement which by their terms are or intended to survive,including Sections 8,10,12,14,17,19, 26 and 27.After expiration or termination of this Agreement f)you violate any applicable law or Ca •Organization Rule or or your subscription to a particular Service for any reason:(a) we reasonably believe that terminatio of this Agreement or your right and license to access and use the Software and suspension of Services is necessary to mply with any law, documentation associated with the Service shall immediately including the rules and regulations pr• ulgated by the cease and,within five(5)days after such event,you shall Office of Foreign Assets Control of th .S.Department of either retum to us or destroy all Software and the Treasury. documentation provided to you by us and shall so certify to us in writing;and(b)you shall continue to bear total 16.5 We may suspend or terminate thi Agreement or our responsibility for all transactions you have submitted to us provision of one or more Services to y u without penalty if: and all Chargebacks,fees,Card Organization fines imposed (a)the Service is generally discontin ;(b)our arrangement on us as a result of your acts or omissions,credits and with the Card Organization or third pa vendor in relation adjustments resulting from Card transactions processed to the Service expires or terminates;(c we are directed to pursuant to this Agreement,and all other amounts then due end the service to you by any Card 0 ionization;(d)we are or which may become due under this Agreement.On prevented from providing the Service any law,regulation, termination due to a Default,all amounts owing to us shall requirement,ruling or notice issued in :ny form whatsoever be immediately due and payable. by judicial or governmental authority; r(e)we are for any other reason no longer able to provid the Service. 16.10 If you file for protection under the U.S.bankruptcy code or any other laws relating to bankruptcy,insolvency, 16.6 We may also suspend Services to a)prevent damages assignment for the benefit of creditors or similar laws,and to,or degradation of,our or a third p. vendor or you continue to use our Services,it is your responsibility to network's network integrity that may •- caused by a third open new accounts to distinguish pre and post filing party;(b)comply with any law,regula •n,court order or obligations.You acknowledge that as long as you utilize the other governmental request which re• ires Immediate accounts you established prior to such filing,we will not be action;or(c)otherwise protect us or a hird party vendor able to systematically segregate your post-filing transactions from potential legal liability.To the a -nt commercially or prevent set-off of the pre-existing obligations.In that reasonable,we shall give notice to yo before suspending event,you will be responsible for submitting an accounting any Services in these circumstances.If of commercially record supporting any adjustments that you may claim. reasonable to give prior notice,we sh. I give notice to you as soon as commercially practicable ther: . r.Availability of 16.11 The Card Organizations maintain merchant lists such as Services may vary due to events beyo • the control of us or the Member Alert To Control High-risk(Merchants)(MATCH) our third party vendors.In the event o a suspension of a who have had their merchant agreements or card acceptance Service under this Section,we or the a plicable third party rights terminated for cause.If this Agreement is terminated vendor shall promptly restore the Se es after the event for cause,you giving rise to the suspension has bee solved. (a)agree that we may report your business name and the 16.7 Subject to Section 16.8,you cant rrninate this names and other information regarding your principals to Agreement if we notify you of an incr=.se to your fees or the Card Organizations for inclusion on such list(s);and(b) add new fees and you notify us that •u are terminating this waive and hold us harmless from and against any and all Agreement within 30 days of our noti• If you do not notify claims which you may have as a result of such reporting. us in the required period,you are dee ed to have accepted the fee changes. CCNGov2210 SMB/CMM 11 Confidential 17.Reserve Services,induding any menus loaded onto a Device;(b) verifying that all information and data loaded onto a Device 17.1 You agree that in addition to any ther rights we have by us or our service providers at your request are accurate under this Agreement,we may establ' a Reserve consisting prior to your business use of such Device;and(c) of cash or other assets that we will hol to satisfy your immediately notifying us should any information you have obligations or potential obligations u er this Agreement or provided to us become inaccurate or misleading.We and our any other agreement with us or our ' liates. service providers disclaim any and all liability arising out of any inaccuracies with respect to such information or data. 17.2 The amount of the Reserve shall • set by us in our sole discretion based upon your processf • history and the 18.2 Upon request,you will provide us and our Affiliates potential risk of loss to us,as we may termine. quarterly financial statements within 45 days of the end of each fiscal quarter and annual audited financial statements 17.3 The Reserve shall be fully funded pon three days' within 90 days of the end of each fiscal year.Any financial notice to you or immediately in instan s of suspected fraud statements provided must be prepared in accordance with or a Default. generally accepted accounting principles.You will also 17.4 The Reserve may be funded by al or any combination provide other information concerning your business and of:(a)one or more debits to your Se ment Account or any your compliance with the terms and provisions of this other accounts held by Bank or any of s Affiliates,at any Agreement as we may reasonably request. financial institution maintained in you name or in the name 18.3 You authorize us and our Affiliates to obtain from third of any of your principals,or any of yo guarantors,or if any parties financial and credit information relating to you in of same are authorized signers on account(b)any connection with our determination whether to accept this payments otherwise due to you from -or our Affiliates;or Agreement and our continuing evaluation of your financial (c)any other collateral that you agree provide and we and credit status.We may also access and use information agree to accept in our mutual discret• which you have provided to us for any other reason. 17.5 If this Agreement is terminated b any party,an 18.4 Upon request,you shall provide to us and our Affiliates immediate Reserve may be establis . without notice in the or our representatives or regulators(as well as those of the manner provided above.In these circ stances,the Reserve Card Organizations)reasonable access to your facilities and will be held by us for 10 months after =rmination of this records for the purpose of performing any inspection Agreement or for such longer period . time as is consistent (including of Equipment)and copying of books and records with resolution of all liability from you Card acceptance deemed appropriate.You shall pay the costs incurred by us including Chargebacks,fines,fees or••ligation of any other or our Affiliates for such inspection,including costs incurred kind. for airfare and hotel accommodation. 17.6 Any funds we hold in Reserve re• went general 18.5 You authorize us to share information provided by you payment obligations to you which do •t become due until in your Application or otherwise with other relevant all potential contingent liabilities arisi .from your Card organizations,including those involved in the provision of transactions have expired or lapsed. . may set-off any the Services. obligations that you owe to us before etuming the balance of the Reserve.Unless specifically req red by law,you shall 19.Audit Rights not be entitled to interest on any f • held by us in the Reserve,and we shall be entitled to a• rued interest in such 19.1 Upon notice to you,we may audit your usage,records funds. and security,your customer's payment processing information,and the Services to ensure that(a)you are using 17.6 If any funds we hold in Reserve not sufficient to the Services in full compliance with this Agreement;(b)all cover the Chargebacks,adjustments, and other charges applicable fees have been paid;and;(c)you are in full and amounts due from you,or if the f -•s in Reserve have compliance with all applicable laws,regulations and rules been released,you agree to promptly .ay us such sums (including Card Organization Rules).Any such audit shall be upon request. conducted during regular business hours at your offices and shall not interfere unreasonably with your business. 18.Account Information 19.2 You shall cooperate fully with any investigation or audit 18.1 You are solely responsible for:(a -nsuring the accuracy we or any Card Organization may undertake in relation to of all information and data regarding -•ur business that you data security and you authorize us to share the details of any provide to us or our service providers connection with the CCNGov2210 SMB/CMM 12 Confidential questionnaire or compliance report the Card provider;and(b)availability,transmission range and uptime Organizations of the services and any wireless equipment. 20.Software Updates and Maint ce 21.2 You agree that we shall not be liable to you for any claims,damages,losses,obligations,costs or expenses or 20.1 We may perform maintenance o Software or Services other liability arising directly or indirectly from or otherwise which may result in service interrupt) delays,or errors. concerning(a)any termination,suspension,delay or We will not be liable for any such inte •lions,delays, disruption of service(including billing for a service)by the errors,or bugs.You agree that we m. contact you in order Internet,any common carrier or any third party service to assist you with the Software or Se es and obtain provider,(b)any failure,disruption or malfunction of any of information needed to identify and fix:ny errors. the Services,the Internet,or any communications network, facility or equipment beyond our or a third parry's 20.2 We may,at our discretion,rele:.:enhancements, reasonable control,whether or not attributable to one or improvements or other updates to a Software.If we notify more common carriers;(c)your failed attempts to access any you of any such update,you shall inte rate and install such Services or to complete transactions via any of the Services; update into your systems within thirty 30)days of your or(d)any failure to transmit,obtain or collect data or for receipt of such notice.You acknowled e that failure to install human,machine or software errors or faulty or erroneous any updates in a timely fashion may i pair the functionality input by you. of the Software or Services.We shall h ve no liability for your failure to properly install the most cur t version of any 21.3 We may alter which Devices and browsers are approved Software or any update,and we shall e no obligation to as compatible with particular Services in our discretion. provide support or services for any ou •ated versions. 21.4 If a Service relies on online connectivity to provide up- 20.3 You acknowledge and understa • that certain Software to-date data,you assume all risk,responsibility and liability can automatically install,download,a • or deploy updated associated with any transaction that you choose to conduct and/or new components,which may i lude a new version of while the Service is of line. the Software itself.You shall not,in an event or in any manner,impede the update process. •u agree to assume 22.Service Integration full responsibility and indemnify us fo .II damages and losses,of any nature,for all adverse r_ Its or third party 22.1 Unless otherwise agreed in writing,you have the sole claims arising from your impeding the plate process. responsibility to select and employ any competent programming agent(s)to accomplish any programming 20.4 We and our Wireless Vendor(s) _ - the right to required to make your systems function correctly with our make changes in the configuration of reless Services, platforms(Integration).You shall be responsible for all Wireless Networks,Wireless Equipme Wireless Software, technical support for your systems and Integration related rules of operation,accessibility period identification issues.You agree that you will use commercially reasonable procedures,type and location of equi• ent,allocation and efforts to complete any Integration as soon as possible.You quantity of resources utilized,progra ing languages, will be responsible for all of your own development and administrative and operational algo s and designation of implementation costs associated with such Integration. the control center serving you at the • rticular address. 22.2 You acknowledge that unless and until you complete 20.5 The default version and functio -ity of Clover software any Integration,no Services which require such Integration applications that are accessible at the 'me you acquire a shall need be provided by us to you pursuant to this Clover Device may vary. Agreement. 21.Accessing Services via wireless ces,the Internet 22.3 Upon your request to us,and upon payment of any or third parties applicable fees,we may provide you with set-up services to assist with any Integration. 21.1 You may access certain of our Se 'ces through a Device using a wired(ethernet)or wireless( Fi or cellular) 23.Security connection to the internet.You are so :ly responsible for the payment of any fees that may be im•• d by your 23.1 You are solely responsible for establishing and internet/data provider.Your use of an Services accessed maintaining Card Organization Rule compliant security wirelessly or through the internet is s ject to:(a)the terms policies and procedures to prevent unauthorized access to of any agreements you have with you Internet/data and use of Cardholder Information or any other data, including by implementing:(a)all steps required to comply CCNGov2210 SMB/CMM 13 Confidential with the PCI DSS,including ensuring a third parties and will rent to you and you agree to accept and rent from us software use by you in connection wi your payment Equipment identified in Equipment Documents as being processing are compliant with PCI DS' (b)appropriate rented to you(individually and collectively,the Rental controls to limit access to,and render nreadable prior to Equipment). discarding,all Cardholder Information nd other data;(c) firewalls,passwords and other approp -te security features 24.2 Any Equipment sold or rented to you is being sold or to protect against unauthorized acces to your terminals, rented to you solely for business use and not for household systems,the Services and any Softwar by your employees, or personal use. contractors,customers,or by any o : person(including instituting appropriate controls to pre nt employees or 24.3 Warranties,if any,for the Equipment or any related others from submitting credits that d• of reflect bona fide Software will be contained within the packaging and returns or reimbursements of earlier nsactions);and(d) originate from the applicable third party provider or any other reasonable protective techn •ues suggested by us. manufacturer(Vendor)not us. You are required to provide informatl• to us regarding your 24.4 YOU ACKNOWLEDGE THAT ANY EQUIPMENT AND/OR PCI-DSS compliance when requested, cluding but not SOFTWARE YOU PURCHASE OR RENT FROM US MAY NOT limited to an annual questionnaire tha we will make BE COMPATIBLE WITH ANOTHER PROCESSOR'S SYSTEMS. available to you. WE DO NOT HAVE ANY OBLIGATION TO MAKE SUCH 23.2 If you become aware of any loss, ft or unauthorized SOFTWARE AND/OR EQUIPMENT COMPATIBLE WITH ANY use of any data and/or any suspected reach of your systems OTHER PROCESSING SYSTEMS.IF YOU ELECT TO USE or any suspicious transactions or fro • lent activity or if any ANOTHER PROCESSING SERVICE PROVIDER ON other Data Security Event occurs,you all(a)immediately TERMINATION OF THIS AGREEMENT,YOU ACKNOWLEDGE notify us(and,as required under the • • Organization THAT YOU MAY NOT BE ABLE TO USE THE EQUIPMENT Rules,each Card Organization);(b) .••:rate fully with any AND/OR SOFTWARE RENTED OR PURCHASED UNDER THIS investigation into such matter by us o any Card AGREEMENT. Organization;(c)investigate the ma and perform all 24.5 We will provide you supplies as requested by you.You remedial actions reasonably specified y us;(d)not,without shall pay the purchase price for such supplies,plus shipping our prior written consent,take any act•n,or fail to take any and handling charges,including all applicable tax,prior to action,which prejudices our rights un• r this Agreement;(e) delivery of the supplies or upon invoice,as specified by us,or not admit any liability,assume any fin ial obligation,pay at our option,such amounts will be collected by us by debits any money,or incur any expense in c• nection with any or deductions pursuant to this Agreement. Data Security Event without our prior ritten consent If you do so,it will be at your own expense; d(f)grant us and our 24.6 We will deliver the Equipment to the site you designate. vendors the right to access and pert• a scan of the IP You are deemed to have accepted each piece of Equipment addresses identified within your profit (and you agree and at the earlier of;(a)your actual acceptance after installation; authorize payment for the additional an).We reserve the (b)delivery to you if your site is not prepared and ready for right to deny you access to the Servic:• in whole or in part, installation;or(c)for Equipment that we have not agreed to if we believe that any loss,theft or un horized use of any install for you,seven(7)days after shipment of each such data or access information has occur :•. piece of Equipment.The rental period for each piece of Rental Equipment starts on the date the Equipment is 23.3 You are responsible for all ele • is communications sent to us or to any third party.When receive deemed accepted and terminates at the scheduled termination date in the Equipment Documents. communications from you we will ass e you sent it to us. 24.7 You will prepare the installation site(s)for the 23.4 You will not obtain ownership rig is in any Cardholder Equipment,including the power supply circuits and phone Information.You must not use,disd• ,store,sell or lines,in conformance with the manufacturer's and our disseminate any Cardholder Informati n except for purposes specifications and will make the site(s)available to us by the of authorizing,completing and settlin Card transactions confirmed shipping date.Any alterations required for and resolving any Chargebacks,retri- :I requests or similar installation of Equipment will be done at your expense. issues involving Card transaction. 24.8 You shall cause the Equipment to be operated by 24.Supply of Equipment competent and qualified personnel in accordance with any 24.1 We will sell to you,and you will • from us Equipment operating instructions furnished by us or the manufacturer. • identified in Equipment Documents as 'ng sold to you You shall not use the Equipment,or permit the Equipment to (individually and collectively,the Purc sed Equipment).We CCNGov2210 SMB/CMM 14 Confidential be used,in any manner or for any pu •• for which the and the related Software to secure payment of the monthly Equipment is not designed or reason.:ly suited. payments and authorize us to file financing statements with respect to the Equipment and the Software in accordance 24.9 You may not relocate,remove,d onnect,modify or in with the Uniform Commercial Code,signed only by us or any way alter any Equipment without• r prior consent signed by us as your attorney-in-fad. 24,10 You are responsible for safegu log Equipment from 24.18 You agree that in order to access any Wireless Services, (and shall immediately notify us of a loss,damage, you must use wireless POS Terminals and accessories unauthorized use,misuse or theft approved for use with the Wireless Services by us in our sole 24.11 You shall keep the Rental Equip nt adequately discretion(Wireless Equipment). insured against loss by fire,theft and . other hazards 24.19 You agree to obtain any and all licenses,permits or (comprehensive coverage).The loss,d • ction,theft of or other authorizations required by the Federal damage to the Rental Equipment do - of relieve you of Communications Commission(FCC)or any other regulatory your obligation to pay the full porch price or rent payable authority,if any,for the lawful operation of any Wireless under this Agreement Equipment used by you.You shall promptly provide us with all such information as we may reasonably request with 24.12 If Equipment is defective,you m st immediately call respect to matters relating to the rules and regulations of the the POS Help Desk.If necessary,we wi assist you in FCC. obtaining replacement Equipment.If y u fail to return any defective Equipment,you may be re • nsible for its 25.Compliance with Laws replacement value and for any legal a ./or collection costs incurred by the Equipment owner in c• nection with 25.1 You shall comply fully with the requirements of all recovering Equipment. applicable federal,state and local laws and regulations related to your use of Software,Equipment and each Service 24,13 Rented Equipment may not be • bleased at any time and provision and use of any Cardholder Information, and you must keep all Equipment free • any claims,liens customer information and other point of sale data in and legal processes initiated by credit. . connection with the Services.You shall not use the Services for illegal purposes. 24.14 Promptly upon termination of al applicable rental periods or promptly following any acti n by us following a 25.2 You are solely responsible for obtaining all required Default,you shall deliver possession o.all Rental Equipment permits and monitoring legal developments applicable to (including all attachments and parts) • us at your cost in the the Services and the operation of your business,interpreting same operating order,repair,conditio and appearance that applicable laws and regulations,determining the the Rental Equipment had at the time f its delivery to you, requirements for compliance with all applicable laws and except for reasonable wear and tear.F r each item of Rental regulations,and maintaining an on-going compliance Equipment not so returned 14 calend days after(a) program. termination of the applicable rental p= od,or(b)any action by us following a Default,you agree t•pay us the greater of 25.3 NOTWITHSTANDING THE CAPABILITY OF CERTAIN 5250 or the fair market value of such' m of Equipment if it SERVICES TO COLLECT AND STORE CUSTOMER were in the condition described abov as determined by us. INFORMATION AND TO ALLOW YOUR CUSTOMERS TO ELECT TO RECEIVE MARKETING MATERIALS FROM YOU, 24.15 Except for Purchased Equipmen, .:t has been paid for SOME STATES MAY LIMIT YOUR USE OF SUCH in full,the Equipment shall remain our•=rsonal property and INFORMATION ONCE COLLECTED,EVEN IF THE CUSTOMER shall not under any circumstances be ••nsidered to be a HAS PROVIDED HIS CONSENT,AND/OR YOUR DISCLOSURE fixture affixed to your real estate.You all permit us to affix OF SUCH INFORMATION TO THIRD PARTIES.YOU suitable labels or stencils to the Equip 'nt indicating our ACKNOWLEDGE AND AGREE THAT(a)YOUR USE OF ANY ownership. CUSTOMER INFORMATION OBTAINED IN CONNECTION WITH THE SERVICES MAY BE SUBJECT TO LOCAL,STATE, 24.16 You shall return Equipment in a• ordance with the AND/OR FEDERAL LAWS,RULES,AND REGULATIONS,(b) procedure set out in the Your Paymen.Acceptance Guide. YOU ARE SOLELY RESPONSIBLE FOR KNOWING SUCH LAWS, Rental fees may be continued until Eq pment is returned. RULES,AND REGULATIONS,AND 24.17 You hereby grant to us a securi interest in(a)all (c)YOU WILL AT ALL TIMES STRICTLY COMPLY WITH ALL Purchased Equipment and the related •ftware to secure SUCH LAWS,RULES,AND REGULATIONS. payment of the purchase price;and (b all Rental Equipment CCNGov2210 SMB/CMM 15 Confidential 26.Responsibilities 27.2 Litigation. Any Dispute not resolved within sixty(60) , calendar days after a good faith effort to resolve the Dispute 26.1 You agree to be fully responsible or and hold us,our informally pursuant to Section 27.1 may be submitted to Affiliates and third party service provi ers harmless from and litigation. The parties agree that any litigation involving any against all losses,liabilities,damages nd expenses arising Claim,regardless of whether the Claim is in contract,tort from: (including negligence),or otherwise or Is legal or equitable in nature,that arises out of this Agreement that relates to the (a)any breach or misrepresentation b you under this Services or the subject matter of this Agreement be brought Agreement;(b)your or your employe 'or your agents' exclusively in any appropriate state or federal court located negligence or willful misconduct,in c• nection with Card in the State in which you are located. transactions or otherwise arising from •ur provision of goods and services to Cardholders;(c your use of the 27.4 Choice of Law;Venue.This Agreement shall be Services,including any Software or Eq ipment provided governed by and construed in accordance with the laws of under this Agreement;(d)any third •. indemnifications the State in which you are located(without regards to its we are obligated to make as a result• your actions choice of law provisions).The exclusive venue for any actions (including indemnification of any Car• Organization or or claims arising under or related to this Agreement shall be Issuer);(e)your use of any Cardholde Information or other in the appropriate state or federal court located in the State customer information obtained in co tlon with your use in which you are located. of the Services;(f)the content or del' ry of any marketing messages that you send or cause to b sent to any customer; 27.5 Nothing in this Agreement will abrogate the defense of or(g)any other persons authorized o unauthorized access sovereign or governmental immunity if otherwise available and/or use of any Service,Software o Equipment,whether to you. or not using your unique username, • " ord,or other security features. 28.Notices 26.2 Subject to the limitations set fo • in Section 10.3,we 28.1 All notices and other communications required or agree to agree to be fully responsible •r and hold you permitted under this Agreement(other than those involving harmless from and against all losses,I :bilities,damages and normal operational matters relating to the processing of expenses directly resulting from any• each or Card transactions)shall be in writing and sent misrepresentation by us under this • ement or directly arising out of our or our employees' • oss negligence or a)if to you,to your email address or postal address willful misconduct in connection with is Agreement; appearing on the Application; provided that this obligation shall on apply to Bank in b)if to Processor,to its address appearing on the relation to the services provided by it ereunder. confirmation page,with a copy to Attention:General 27.Dispute Resolution Counsel's Office,3975 N.W.120th Avenue,Coral Springs,FL 33065;and The parties agree to resolve disputes I accordance with this section. c)if to Bank,to the address appearing on the confirmation page. 27.1 Informal Resolution. In the even •f any dispute or 28.2 Notices shall be effective when actually received or,if disagreement between the parties ad ng out of or relating to this Agreement(the"Dispute),eit r party("Notice sent by courier,when delivered.Notices sent to your last Party")may provide written notice to other party known e-mail address or postal address,as indicated in our ("Receiving Party")in an attempt to in • malty resolve the records,shall constitute effective notice to you under this Dispute,including a description of th_Issues("Initial Agreement. Notice"). If the parties'authorized re• esentatives do not 28.3 You must give us 30 days prior notice of any change to resolve the Dispute within ten(10)b ness days of delivery your address.Failure to provide us with a valid address may of the Initial Notice,then each party s all immediately refer result in the termination of this Agreement. the Dispute to an executive at the Vic President level.No proceedings for the resolution of suc Dispute may begin 28.4 Notwithstanding the above,all bankruptcy,credit until it has been elevated to the Vice • esident level,and the reporting or collection related notices must be sent to the Vice President concludes,after a go•• faith effort to resolve following address Merchant Services Department,P.O. Box the Dispute,that resolution through c ntinued discussion is 675799 Marietta, GA 30006 Attn: Bankruptcy and Collection unlikely. Notifications. CCNGov2210 SMB/CMM 16 Confidential 28.5 All notices must include your na •(s)and merchant 32.2 Except as expressly provided in this Agreement,a number(s). person who is not a party to this Agreement shall have no rights or remedies under this Agreement. 29.Communications 33.6050W of the Internal Revenue Code 29.1 You agree that we,our affiliates - d our third party subcontractors and/or agents,may u in addition to any 33.1 Under Section 6050W of the Internal Revenue Code,you live agent calls,an automatic telepho dialing system,an will receive a Form 1099-K reporting the gross dollar artificial or pre-recorded voice,or bo• ,to contact you at the amount of card transactions processed through your telephone number(s)you have provid d,and/or may leave a merchant account with us in each year. detailed voice message if you are una le to be reached,even if the number provided is a cellular or fireless number or if 33.2 Amounts reportable under Section 6050W are subject to you have previously registered on a • Not Call list or backup withholding requirements.We will be required to requested not to be contacted for soli station purposes. perform backup withholding by deducting and withholding income tax from reportable transactions if(a)you fail to 29.2 You consent to receiving comme ial electronic provide your taxpayer identification number(TIN)to us,or messages,including email messages, S and text (b)if the IRS notifies us that the TIN(when matched with the messages,and telephone calls,from u our Affiliates,and name)provided by you is incorrect.Accordingly,to avoid our third party subcontractors and/or •ents. backup withholding,it is very important that you provide us with the correct name and TIN that you use when filing your 30.Whole Agreement Waiver,Se •fifty tax return that includes the transactions for your business. 30.1 This Agreement constitutes the e tire Agreement 34.Export Compliance between the parties with respect to i subject matter,and supersedes any previous agreements • understandings. 34.1 You agree not to export or re-export any Software or Equipment or any underlying information except in full 30.2 A party's waiver of a breach of a term or condition of compliance with all applicable laws and regulations. this Agreement shall not be deemed . waiver of any subsequent breach of the same or an.• term or condition. 34.2 None of the Software or Equipment or any underlying information may be down-loaded or otherwise exported or 30.3 Except with respect to Section 27 the parties intend re-exported(a)to any country to which the United States has every provision of this Agreement to . severable,and,if any embargoed goods(or any national or resident thereof);(b) part of this Agreement is not enforce le,the remaining to anyone on the United States Treasury Department's list of provisions shall remain valid and enfo eable. Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders;or(c)in any 31.Amendment manner not in full compliance with the requirements of the 31.1 We may modify this Agreement( luding changing the United States Bureau of Industry and Security and all fees or adding new fees)by 20 days 'tten notice to you. applicable Export Administration Regulations. Subject to Section 31.2,you may ch•• not to accept the 34.3 If you have rightfully obtained Software or Equipment or change by terminating this Agreeme by written notice any underlying information outside of the United States,you within 30 days of our notice. agree not to re-export the same except as permitted by the 31.2 Notwithstanding Section 31.1, :may at any time laws and regulations of the United States and the laws and modify this Agreement in accordance h Section 6.5 or to regulations of the jurisdiction in which you obtained it.You reflect changes in applicable law,the ard Organization warrant that you are not located in,under the control of,or a Rules or security procedures and your •ht of termination national or resident of any such country or on any such list. shall not arise in such circumstances. 35.No Investment Advice 32.Third Party Beneficiaries 35.1 We do not provide any business,investment or financial 32.1 Our Affiliates and any Persons w:use in providing the advice and are not advocating any business decision or the Services are third party beneficiaries • this Agreement and sale or purchase of any real property,stocks,bonds,or each of them may enforce its provisio , as if they are a party securities. to it.The rights of the parties to resci , or agree to any 35.2 We expressly state,and you hereby acknowledge,that variations,waiver or settlement under his Agreement are any information services are provided solely for not subject to the consent of any Pe n. informational purposes and are not to be used as a CCNGov2210 SMB/CMM 17 Confidential substitute for independent financial I estment advice nor Card Organization Rules:the rules,regulations,releases, are they intended to be relied upon • any person or entity, interpretations and other requirements(whether contractual including you or your customers for , purposes of or otherwise)imposed or adopted by any Card Organization investment or other financial decisio and related authorities,including those of the PCI Security Standards Council,LLC and the National Automated Clearing 36.Interpretation;Definitions House Association(including,with respect to EBTs,the Quest Operating Rules). 36.1 The headings contained in this reement are for convenience of reference only and s II not in any way affect Chargebadc:a Card transaction(or disputed portion)that is the meaning or construction of any p .vision of this returned to us by the Issuer.You are responsible for payment Agreement.References in this Agree -nt to include, to us for all Chargebacks. including,or in particular shall not be•iven a restrictive meaning and shall be interpreted wit out limitation. Clover:Clover Network,Inc. Reference to any legislation is to su. legislation as amended or supplemented in the fut -. Clover Service:the website associated with the Clover Service,the object code version of Clover software 36.2 Certain terms used in this Agree nt are defined below: applications(whether owned or licensed by Clover)resident on a Device at the time we provide you with the Device and Affiliate:a Person that,directly or indi ctly,(i)owns or the object code version of the software that enables the controls a party to this Agreement or )is under common applications resident on a Device at the time of provisioning, ownership or control with a party to 4 is Agreement. and any related updates(including software maintenance or bug fixes)that are designed to assist with the management Anticipated Interchange and Progra clog Level:your of your business and enable payment processing at the point initial anticipated Card Organization i rchange and of sale,and any materials,documentation and derivative program pricing rates. works released by us. Application:the application for Servic s executed by you. Credit Card:a card bearing a valid Mark of Visa,Mastercard, Authorization:approval by,or on beh If of,the Issuer to Discover Network, PayPal or American Express (or any validate a transaction.An Authorizer. Indicates only that other Card Organization specified by us in writing) and the Issuer has confirmed there is suffi lent availability of authorizing the Cardholder to buy goods or services on credit. funds on the Cardholder's account at he time the Credit Limit the credit line set by the Issuer for the Authorization is requested. Cardholder's Credit Card account. Authorization and Capture:the corn nication of Data Security Event any actual or suspected unauthorized or instructions from your PO5 or other • ems to our computer fraudulent access to(or use,disdosure,or alteration of) systems,whether the communication are for authorization Transaction Data(including but not limited to Cardholder requests or any other capture of info ation. Information)whether consisting of a single event,a Card:See either Credit Card or Debit .rd. continuous course of events,or a series of related events. Cardholder:the Person whose name' embossed on a Card Debit Card:a card bearing a valid Mark of Visa, Mastercard, and any authorized user of such Card :Iso referred to as a Discover Network or American Express or any debit Card Member by American Express. network that is used to access funds In a Cardholder's bank account or a prepaid account. Cardholder Information:the data con fined on a Card,or otherwise provided to you,that is req fired by the Card Device:a tablet,smartphone,or other mobile or fixed form Organization or us in order to rotes approvefactor identified by us as compatible with and capable of g p and/or settle accessing and/or supporting a particular Service. a Card transaction,including the nam s,addresses and Card account numbers of Cardholders. Discount Rate:a percentage rate or amount charged to a Card Organization:any entity formed . administer and merchant for processing its qualifying daily Credit Card and promote Cards,including Mastercard orldwide Non-PIN Debit transactions,as set forth in the Application. (Mastercard),Visa U.S.A.,Inc.(Visa), ' S Services LLC Dispute:any dispute,claim,or controversy related to or (Discover Network),PayPal,Inc.(PayP I),American Express arising under any aspect of your relationship with us, Travel Related Services Company,Inc. American Express) whether directly with Processor and/or Bank,or indirectly and any applicable debit networks. with any other person or entity related to the relationship, CCNGov2210 SMB/CMM 18 Confidential and arising at any time during,before or after that MID:merchant identification number. relationship. Mitigation Service:a service provided to a Cardholder whose EMV Upgrade Costs:the costs you ag to incur to upgrade information is the subject of a Data Security Event,where the payment acceptance and processing • : and software primary purpose of the service is to mitigate the effects of to enable you to accept and process : V-enabled Cards in a the Data Security Event including identity theft education manner compliant with the PCI DSS. and assistance and credit monitoring. Equipment:equipment rented to or p hased by you under Non-PIN Debit a transaction using a Debit Card that is this Agreement and any Equipment • uments. processed without the use of a PIN. Equipment Documents:documents • ing out additional Non-Qualified Fee:the difference between the interchange terms on which Equipment is rented t• or purchased by you or program pricing associated with the Anticipated under this Agreement. Interchange and Program Pricing Level and the interchange or program pricing associated with the more costly General Terms:these general terms a • conditions on which interchange or program pricing level at which the transaction the Services are provided,including a , amendments or actually processed. modifications. Non-Qualified Surcharge:a surcharge applied to any Foreign Currency:a currency other t . the Local Currency transaction that fails to qualify for the Anticipated and supported by us for a particular rvice. Interchange and Program Pricing Level and is therefore downgraded to a more costly interchange or program GeP Transaction:a card not present tr nsaction between you pricing level.The Non-Qualified Surcharge(the amount of and a Cardholder using a card type a.•roved by us,in which which is set out on the Fee Schedule)is in addition to the you present the price for the product r service in a Foreign Non-Qualified Fee,which is also your responsibility. Currency in a card not present enviro nt and the Cardholder authorizes(a)the price in Foreign Currency to PCI:Payment Card Industry. be submitted to a Card Organization ',r settlement,and(b) that the Cardholder's account will be• arged for the price in PCI DSS:Payment Card Industry Data Security Standard,as the Foreign Currency. amended from time to time. GeP Service:the merchant pricing of••.•s and services in a Person:an individual,corporation,partnership,sole Foreign Currency and the activity and aken by us and/or a proprietorship,trust,association or any other legally GeP Service Provider to authorize,p • ess,and settle GeP recognized entity or organization,other than you or us. Transactions. PIN:a Personal Identification Number entered by the Issuer,the financial institution or Card •rganization that has Cardholder to submit a PIN Debit transaction. issued a Card to a Person. PIN Debit a transaction using a Debit Card where a Local Currency:the currency associ- . with your place of Cardholder-enters a PIN via a PIN Pad. domicile and approved by us. Reserve:funds that are otherwise payable to you which we Marks:names,logos,emblems,brand service marks, hold to secure your obligations under this Agreement, trademarks,trade names,tag lines or ther proprietary pursuant to Section 17 of this Agreement.The Reserve may designations. also refer to other collateral that you may provide to us to secure such obligations.References to"Reserve Account" Merchant Account:shall mean an acc• nt set up for a shall refer to our records and accounting of such funds or merchant that requires a card proce r,bank,merchant ID, other collateral. terminal ID,merchant account num. or otherwise named unique merchant number.Multiple p sical or virtual Security Event Expenses:means:(a)any obligation that you storefronts that process transactions •er the same unique have to us arising from a Data Security Event,including EMV merchant number shall be deemed .. •ne(1)Merchant Upgrade Costs;(b)the cost of a security assessment Account. conducted by a qualified security assessor approved by a Card Organization or PCI to determine the cause and extent Merchant Account Number.a num.. • t numerically of a Data Security Event;and(c)any reasonable fees or identifies each merchant location,out.t,or line of business expenses incurred by us,or by you with our prior written to us for accounting and billing purp• consent,for any Mitigation Service specifically approved by CCNGov2210 SMB/CMM 19 Confidential Department of Public Works O County Administrator Briefing Page 1 of 1 Jefferson County Board of Commissioners Agenda Request To: Board of Commissioners Mark McCauley, County Administrator From: Monte Reinders, Public Works Director/County Engineer Agenda Date: May 15, 2023 Subject: Agreement for Credit Card Processing Statement of Issue: Public Works currently uses Axia/BASYS for credit card transaction gateway and processor services. It is necessary to choose another service provider because Axia-supplied hardware is prone to frequent failure, replacement chip-reading hardware is unavailable for up to 5 months, technical assistance is not provided in a timely manner, and Axia will not provide additional hardware inventory. Analysis/Strategic Goals/Pro's Et Con's: Six (6) credit card transaction service providers whose software is compatible with current scale software were evaluated based on operation-specific performance criteria. CardConnect ranked highest with annual fees estimated to be nearly half those charged by Axia/BASYS. Public Works staff have coordinated merchant service revisions with the Treasurer. Fiscal Impact/Cost Benefit Analysis: Credit card transaction fees are budgeted for annually using prior year transaction counts. Recommendation: Execute the Agreement with CardConnect, LLC. Department Contact: Al Cairns X213 Reviewed By: .)/0 3 Mark McCaul l,, County Administrat r Date CONTRACT REVIEW FORM (INSTRUCTIONS ARE ON THE NEXT PAGE) CONTRACT WITH: CardConnect, LLC (Name of Contractor/Consultant) Contract No. COUNTY DEPARTMENT: Public Works Contact Person: Al Cairns Contact Phone: X213 Contact email: Return to: Chris Spell, ext. 208 AMOUNT: Estimated$32,670.00 PROCESS: Exempt from Bid Process Revenue: 401000010.34370.00.0000 Cooperative Purchase Expenditure: 401000010.53700.41.0000 _ Competitive Sealed Bid Matching Funds Required: _ Small Works Roster Sources(s)of Matching Funds Vendor List Bid _ RFP or RFQ X Other:Limited Consultant Roster APPROVAL STEPS: STEP 1: DEPARTMENT CERTIFIES COMPLIANCE WITH JCC 3.55.080 AND CHAPTER 42.23 RCW. CERTIFIED: I' N/A:11 Al Cairns o, o by AI Gabbs 5/4/2023 Signature Date STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL AGENCY. CERTIFIED: N/A: Al Cairns Date 02305'y""aog o.�:zora os b+s:s alm-0rao 5/4/2023 Signature Date STEP 3: RISK MANAGEMENT REVIEW(will be added electronically through Laserfiche): Electronically approved by Risk Management on 5/9/2023. STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche): Electronically approved as to form by PAO on 5/8/2023. Consider authorizing Public Works and other departments to sign these types of agreements. STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY(IF REQUIRED). STEP 6: CONTRACTOR SIGNS STEP 7: SUBMIT TO BOCC FOR APPROVAL 1 Wendy Housekeeper From: Al Cairns Sent: Tuesday, December 10, 2024 6:05 PM To: Wendy Housekeeper Cc: Cathy Taylor Subject: FW: Cardconnect - MPA request form Attachments: CardConnect MPA Request Form.pdf; Clover Contract and Service aggrement (signed).pdf Follow Up Flag: Follow up Flag Status: Flagged Hi Wendy, Justin looked into getting a signed agreement back from Cardconnect. See below. We're not going to go through the hassle. We have a perfectly working agreement so this "t" will not be getting crossed. Thanks, Al From:Justin Miskell<JMiskell@co.jefferson.wa.us> Sent: Tuesday, December 10, 2024 4:38 PM To: Al Cairns<ACairns@co.jefferson.wa.us>; Cathy Taylor<CTaylor@co.jefferson.wa.us> Subject: FW: Cardconnect- MPA request form Hi All, I spoke with card connect. For security reasons the merchant processor does not send back the MPA without a written request from the signer. In this case it's Monte. If we need one, he will need to request it. See the attachment, and the forwarded message below from card connect for instructions. He will need our Merchant# highlighted below. I also attached the contract (MPA) that was signed by Monte. Need Help? Company Name Jefferson County Solid Waste 1-877-257-0239 Merchant ID 496582733887 ccsupport(c securetrust.com i Username heathercalkins 21 ,,,,,,,„N r.„„. ... ::: ti. 0__. ,s,,,,,,;\ Justin Miskell I Operations Coordinator Jefferson County Department of Public Works I Solid Waste Jmiskell@cojefferson.wa.us 360.301.0759 I M-Thurs. 8am-5pm From: Reyes Lopez,Juan (Vendor-COL Bogota - Foundever)<juan.reyeslopez@fiserv.com> Sent:Tuesday, December 10, 2024 4:17 PM To:Justin Miskell<MMiskell@co.jefferson.wa.us> Subject: Cardconnect- MPA request form ALERT: BE CAUTIOUS This email originated outside the organization. Do not open attachments or click on links if you are not expecting them. This is an automated message, please do not reply to this email address, use mainfax@cardconnect.com or the fax number 484-581-2201 instead, your request will not be addressed via this thread, thank you! For faster and more accurate assistance, please be sure to include the MID and DBA nam e of your business in the subject line of your email. This information will help us to quick! y identify your account and provide the best possible support. Kind regards, CardConnect//Fiserv,Inc. +1877-828-0720 Fiserv.com//Cardconnect.com 41 2 cardconnect Original Application (MPA) Request Date: Merchant Number: Merchant(Requestor's Name): Signers Social Security Number: Federal Tax ID: Merchant Phone Number: Fax Verification Form To: Mail Verification Form To: The MPA can only be faxed or mailed.It can Not be emailed. Note:Only the application signer is permitted to submit change requests and the signatures must match the original merchant application.If the original application was signed digitally,please submit a Driver's License or an equivalent government issued form of identification. j Merchants Signature: Merchants Printed Name: Merchants Title: Date: Please fax completed forms to 484-581-2201 If the original application was signed digitally, • please submit a copy of your Driver's License or an equivalent government issued form of identification. For quicker turnaround please submit the request through the Support tab on our CardPointe.com site v 2023 CardConnect,LLC.CardConnect is a registered trademark of CardConnecr,LLC.