HomeMy WebLinkAboutProgram Terms and ConditionsMerchant
Services
Program
Terms and
Conditions
(Program Guide)
Thank you for selecting us for your payment processing needs. Accepting numerous payment options provides a convenience to your customers, increases your customers’
ability to make purchases at your establishment, and helps speed payment to your account.
Your Merchant Processing Application will indicate the types of payments and Services you have elected to accept. These Program Terms and Conditions (“the Program
presents terms governing the acceptance of Visa , , and Discover Network Credit Card and Non-PIN Debit Card payments, PayPal in-store CardGuide”)Mastercard
payments, American Express Card transactions and applicable Non-Bank Services.
This Program Guide, your Merchant Processing Application and the schedules thereto (collectively, the “Agreement”), including, without limitation, the
Interchange Qualification Matrix and American Express Program Pricing and one of the Interchange Schedules, as applicable to your pricing method as set forth
in the Merchant Processing Application, contains the terms and conditions under which Processor and/or Bank and/or other third parties, will provide services .
We will not accept any alterations or strike-outs to the Agreement and, if made, any such alterations or strike-outs shall not apply. Please read this Program
Guide completely.
You acknowledge that certain Services referenced in the Agreement may not be available to you.
IMPORTANT INFORMATION ABOUT BANK’S RESPONSIBILITIES:
Discover Network Card Transactions, PayPal in-store Card Transactions, American Express Card Transactions and other Non-Bank Services are not provided to
you by Bank, but are provided by Processor and/or third parties.
The provisions of this Agreement regarding Discover Network Card Transactions, PayPal in-store Card Transactions, American Express Card Transactions and
other Non-Bank Services constitute an agreement solely between you and Processor and/or third parties. Bank is not a party to this Agreement insofar as it
relates to Discover Network Card Transactions, PayPal in- store Card Transactions, American Express Card Transactions and other Non-Bank Services, and
Bank is not responsible, and shall have no liability, to you in any way with respect to Discover Network Card Transactions, PayPal in-store Card Trans- actions,
American Express Card Transactions and Non-Bank Services.
OTHER IMPORTANT INFORMATION:
Cards present risks of loss and non-payment that are different than those with other payment systems. In deciding to accept Cards, you should be aware that you are also
accepting these risks.
Visa U.S.A., Inc. Mastercard Worldwide , DFS Services LLC , PayPal, Inc. and American Express Company, Inc. (“Visa”)(“Mastercard”)(“Discover Network”)(“PayPal”)
are payment card networks that electronically exchange Sales Drafts and Chargebacks for Card sales and Credits. Sales Drafts are electronically(“American Express”)
transferred from banks (in the case of Mastercard and Visa transactions) or network acquirers (in the case of Discover Network and PayPal in-store Card transactions) that
acquire them from merchants such as yourself through the appropriate Card Organization, to the Issuers. These Issuers then bill their Cardholders for the transactions. The
Card Organizations charge the Acquirers interchange fees, pricing and/or assessments for submitting transactions into their systems. A substantial portion of the Discount
Rate or Transaction Fees that you pay will go toward these interchange fees, pricing and assessments.
In order to speed up the payment process, the Issuer transfers the funds back through the Card Organization to the Acquirer at approximately the same time that the Issuer
receives the electronic Sales Drafts. Even though the payments under this system are made simultaneously, all payments made through the Card Organizations are
conditional and subject to reversals and adjustments.
Each Card Organization has developed Card Organization Rules that govern their Acquirers and Issuers and the procedures, responsibilities and allocation of risk for this
process. Merchants are also bound by Card Organization Rules and applicable laws and regulations. The Card Organization Rules and applicable laws and regulations give
Cardholders and Issuers certain rights to dispute transactions, long after payment has been made to the merchant, including Chargeback rights.
We do not decide what transactions are charged back and we do not control the ultimate resolution of the Chargeback. While we can attempt to reverse a Chargeback to the
Issuer, we can only do so if the Issuer agrees to accept it or the Card Organization requires the Issuer to do so after a formal appeal process. Sometimes, your customer
may be able to successfully charge back a Card transaction even though you have provided your goods or services and are otherwise legally entitled to payment from your
customer. While you may still be able to pursue claims directly against that customer, neither we nor the Issuer will be responsible for such transactions.
You will be responsible for all Chargebacks and adjustments associated with the transactions that you submit for processing. Please refer to the Glossary for certain
capitalized terms used in the Agreement, including this Preface (if not defined above). Capitalized terms not otherwise defined in the Agreement may be found in the Card
Organization Rules.
PREFACE
®®®®
®
Brian Benton
Date 2024-03-04
Brian Benton
City of Sebastian
a.
b.
c.
d.
e.
f.
g.
h.
Important Merchant Responsibilities:
Ensure compliance with Cardholder data security and storage requirements.
Maintain fraud and Chargebacks below Card Organization thresholds.
Review and understand the terms of the Merchant Agreement.
Comply with Card Organization Rules and applicable law and regulations.
Retain a signed copy of this Disclosure Page.
You may download “Visa Regulations” from Visa’s website at: https://usa.visa.
com/dam/VCOM/download/about-visa/visa-rules-public.pdf
You may download “Mastercard Regulations” from Mastercard’s website at:
www.mastercard.us/content/dam/mccom/global/documents/mastercard-rules.
.pdf
You may download “American Express Merchant Operating Guide” from
American Express’ website at: .www.americanexpress.com/us/merchant
a.
b.
c.
d.
e.
f.
Important Member Bank Responsibilities:
The Bank is the only entity approved to extend acceptance of Visa and
Mastercard products directly to a merchant.
The Bank must be a principal (signer) to the Agreement.
The Bank is responsible for educating merchants on pertinent Visa and
Mastercard rules with which merchants must comply; but this information may
be provided to you by Processor.
The Bank is responsible for and must provide settlement funds to the merchant.
The Bank is responsible for all funds held in reserve that are derived from
settlement.
The Bank is the ultimate authority should a merchant have any problems with
Visa or Mastercard products (however, Processor also will assist you with any
such problems).
9.
We have assumed certain risks by agreeing to provide you with Card
processing or check services. Accordingly, we may take certain actions to
mitigate our risk, including termination of the Agreement, and/or hold monies
otherwise payable to you (see Card Processing General Terms in Section 31,
Term; Events of Default and Section 32, Reserve Account; Security Interest),
(see TeleCheck Solutions Agreement in Section 7), under certain circumstances.
By executing this Agreement with us you are authorizing us and our Affiliates
to obtain financial and credit information regarding your business and the signers
and guarantors of the Agreement until all your obligations to us and our Affiliates
are satisfied.
The Agreement contains a provision that in the event you terminate the
Agreement prior to the expiration of your initial three (3) year term, you will be
responsible for the payment of an early termination fee as set forth in Part IV, A.
3 under “Additional Fee Information” and Section 16.2 of the TeleCheck
Solutions Agreement.
8.
7.
6.Your Discount Rates are assessed on transactions that qualify for certain
reduced interchange rates imposed by Mastercard, Visa, Discover and PayPal.
Any transactions that fail to qualify for these reduced rates will be charged an
additional fee (see Section 26 of the Program Guide).
We may debit your bank account (also referred to as your Settlement Account)
from time to time for amounts owed to us under the Agreement.
There are many reasons why a Chargeback may occur. When they occur we
will debit your settlement funds or Settlement Account. For a more detailed
discussion regarding Chargebacks see Section 15 of the Your Payments
Acceptance Guide or see the applicable provisions of the TeleCheck Solutions
Agreement.
If you dispute any charge or funding, you must notify us within 60 days of the
date of the statement where the charge or funding appears for Card Processing
or within 30 days of the date of a TeleCheck transaction.
The Agreement limits our liability to you. For a detailed description of the
limitation of liability see Section 28, 38.3, and 40.10 of the Card General Terms;
or Section 17 of the TeleCheck Solutions Agreement.
5.
4.
3.
2.
1.
Customer Service #:1-877-828-0720URL:www.cardconnect.com
1000 Continental Drive, Suite 300, King of Prussia, PA 19406
CardConnect LLC
PROCESSOR INFORMATION:
Name:
Address:
Please read the Program Guide in its entirety. It describes the terms under which we will provide merchant processing Services to you.
From time to time you may have questions regarding the contents of your Agreement with Bank and/or Processor or the contents of your Agreement with
TeleCheck.The following information summarizes portions of your Agreement in order to assist you in answering some of the questions we are most commonly
asked.
Card Organization Disclosure
Visa and Mastercard Member Bank Information: Wells Fargo Bank, N.A.
The Bank’s mailing address is P.O. Box 6079, Concord, CA 94524, and its phone number is 1-844-284-6834.
Print Client’s Business Legal Name:
By its signature below, Client acknowledges that it has received the Merchant Processing Application, Program Terms and Conditions [version GenCP-WF-
2602_PG_02.28.23] consisting of 44 pages [including this Confirmation Page and the applicable Third Party Agreement(s)].
Client further acknowledges reading and agreeing to all terms in the Program Terms and Conditions. Upon receipt of a signed facsimile or original of this
Confirmation Page by us, Client’s Application will be processed.
NO ALTERATIONS OR STRIKE-OUTS TO THE PROGRAM TERMS AND CONDITIONS WILL BE ACCEPTED.
Client's Business Principal Signature:
Please Print Name of Signer
CONFIRMATION PAGEGenCP-WF-2602_PG_02.28.23
Brian Benton
Date 2024-03-04
Brian Benton
City of Sebastian
a.
b.
c.
d.
e.
f.
g.
h.
Important Merchant Responsibilities:
Ensure compliance with Cardholder data security and storage requirements.
Maintain fraud and Chargebacks below Card Organization thresholds.
Review and understand the terms of the Merchant Agreement.
Comply with Card Organization Rules and applicable law and regulations.
Retain a signed copy of this Disclosure Page.
You may download “Visa Regulations” from Visa’s website at: https://usa.visa.
com/dam/VCOM/download/about-visa/visa-rules-public.pdf
You may download “Mastercard Regulations” from Mastercard’s website at:
www.mastercard.us/content/dam/mccom/global/documents/mastercard-rules.
.pdf
You may download “American Express Merchant Operating Guide” from
American Express’ website at: .www.americanexpress.com/us/merchant
a.
b.
c.
d.
e.
f.
Important Member Bank Responsibilities:
The Bank is the only entity approved to extend acceptance of Visa and
Mastercard products directly to a merchant.
The Bank must be a principal (signer) to the Agreement.
The Bank is responsible for educating merchants on pertinent Visa and
Mastercard rules with which merchants must comply; but this information may
be provided to you by Processor.
The Bank is responsible for and must provide settlement funds to the merchant.
The Bank is responsible for all funds held in reserve that are derived from
settlement.
The Bank is the ultimate authority should a merchant have any problems with
Visa or Mastercard products (however, Processor also will assist you with any
such problems).
9.
We have assumed certain risks by agreeing to provide you with Card
processing or check services. Accordingly, we may take certain actions to
mitigate our risk, including termination of the Agreement, and/or hold monies
otherwise payable to you (see Card Processing General Terms in Section 31,
Term; Events of Default and Section 32, Reserve Account; Security Interest),
(see TeleCheck Solutions Agreement in Section 7), under certain circumstances.
By executing this Agreement with us you are authorizing us and our Affiliates
to obtain financial and credit information regarding your business and the signers
and guarantors of the Agreement until all your obligations to us and our Affiliates
are satisfied.
The Agreement contains a provision that in the event you terminate the
Agreement prior to the expiration of your initial three (3) year term, you will be
responsible for the payment of an early termination fee as set forth in Part IV, A.
3 under “Additional Fee Information” and Section 16.2 of the TeleCheck
Solutions Agreement.
8.
7.
6.Your Discount Rates are assessed on transactions that qualify for certain
reduced interchange rates imposed by Mastercard, Visa, Discover and PayPal.
Any transactions that fail to qualify for these reduced rates will be charged an
additional fee (see Section 26 of the Program Guide).
We may debit your bank account (also referred to as your Settlement Account)
from time to time for amounts owed to us under the Agreement.
There are many reasons why a Chargeback may occur. When they occur we
will debit your settlement funds or Settlement Account. For a more detailed
discussion regarding Chargebacks see Section 15 of the Your Payments
Acceptance Guide or see the applicable provisions of the TeleCheck Solutions
Agreement.
If you dispute any charge or funding, you must notify us within 60 days of the
date of the statement where the charge or funding appears for Card Processing
or within 30 days of the date of a TeleCheck transaction.
The Agreement limits our liability to you. For a detailed description of the
limitation of liability see Section 28, 38.3, and 40.10 of the Card General Terms;
or Section 17 of the TeleCheck Solutions Agreement.
5.
4.
3.
2.
1.
Customer Service #:1-877-828-0720URL:www.cardconnect.com
1000 Continental Drive, Suite 300, King of Prussia, PA 19406
CardConnect LLC
PROCESSOR INFORMATION:
Name:
Address:
Please read the Program Guide in its entirety. It describes the terms under which we will provide merchant processing Services to you.
From time to time you may have questions regarding the contents of your Agreement with Bank and/or Processor or the contents of your Agreement with
TeleCheck.The following information summarizes portions of your Agreement in order to assist you in answering some of the questions we are most commonly
asked.
Card Organization Disclosure
Visa and Mastercard Member Bank Information: Wells Fargo Bank, N.A.
The Bank’s mailing address is P.O. Box 6079, Concord, CA 94524, and its phone number is 1-844-284-6834.
Print Client’s Business Legal Name:
By its signature below, Client acknowledges that it has received the Merchant Processing Application, Program Terms and Conditions [version GenCP-WF-
2602_PG_02.28.23] consisting of 44 pages [including this Confirmation Page and the applicable Third Party Agreement(s)].
Client further acknowledges reading and agreeing to all terms in the Program Terms and Conditions. Upon receipt of a signed facsimile or original of this
Confirmation Page by us, Client’s Application will be processed.
NO ALTERATIONS OR STRIKE-OUTS TO THE PROGRAM TERMS AND CONDITIONS WILL BE ACCEPTED.
Client's Business Principal Signature:
Please Print Name of Signer
DUPLICATE CONFIRMATION PAGEGenCP-WF-2602_PG_02.28.23
TABLE OF CONTENTS
PART II:
B. Card General Terms
PART III: Third Party Agreements
PART IV: Additional Important Information For Cards
Confirmation Page
Duplicate Confirmation Page
PART I: Card Services
A. Your Payments Acceptance Guide
Part I - Gives you information about preparing to accept transactions
Part II - Gives you information about transaction types (including chargebacks
and retrievals)
Part III - Gives you helpful information, and guidelines for specific industries
TABLE OF CONTENTS
1.Use of Payments Organizations’ Brands 77
2.Point of Sale (POS) Reminders 77
3.Validating the Cards 77
4.Transaction Guidelines 88
5.Security 88
6.TransArmor Services 88
7.Debit Cards 88
8.Electronic Benefit Transfer (EBT) Transactions 99
9.Surcharging Requirements 99
10.Authorizations 1010
11.Special Types of Transactions 1010
12.Sales Drafts 1111
13.Refunds 1111
14.Exchanges 1212
15.Chargebacks, Retrievals and Other Debits 1212
16.Suspect/Fraudulent Transactions 1414
17.Lost/Recovered Cards 1414
18.Retention of Records 1414
19.Return of Equipment 1414
20.Timeframes 1414
21.Additional Provisions for Specific Industries 1515
Appendix 1 -Additional Provisions For Wex And Voyager 1515
Appendix 2 -Additional Provisions For American Express Transactions 1616
Appendix 3 -Special Provisions For Discover Network 1818
Appendix 4 -Special Provisions For PayPal 1919
Appendix 5 -Special Provisions For Alipay 1919
22.Services 2020
23.Your Payments Acceptance Guide;
Card Organization Rules and Compliance
2020
24.Settlement of Card Transactions 2020
25.Exclusivity 2020
26.Fees; Adjustments; Collection of Amounts Due 2020
27.Chargebacks 2121
28.Representations; Warranties; Covenants; Limitations on
Liability; Exclusion of Consequential Damages
2121
29.Confidentiality 2222
30.Use Of Data 2222
31.Assignments 2222
32.Term; Events of Default 2222
33.Reserve Account; Security Interest 2323
34.Financial and Other Information 2323
35.Indemnification 2323
36.Special Provisions Regarding Non-Bank Cards 2424
37.Special Provisions for Debit Card 2424
38.Special Provisions Regarding EBT Transactions 2525
39.Special Provisions Regarding Wireless Service 2626
40.Special Provisions Regarding Clover Security Plus 2727
41.Special Provisions Regarding Payeezy Gateway Services 29SM29
42.Special Provisions Regarding Main Street Insights Service
Terms and Conditions
3131
43.Special Provisions Regarding Clover Service 3333
44.Special Provisions Regarding Clover Go Service
(Mobile Payments)
3434
45.Special Provisions Regarding Clover Care 3434
46.Special Provisions Regarding Global ePricing Services 3535
47.PCI Concierge Terms and Conditions 3636
48.Commercial Card Interchange Service.3636
49.Choice of Law; Venue; Waiver of Jury Trial 3636
50.Other Terms 3636
51.Glossary 3737
Telecheck Solutions Agreement 4040
A.1.Electronic Funding Authorization 4444
A.2.Funding Acknowledgement 4444
A.3.Additional Fees and Early Termination 4444
A.4.6050W of the Internal Revenue Code 4444
A.5.Addresses For Notices 4444
your address, including country;
the transaction security used on your website;
any applicable export or legal restrictions;
your identity at all points of interaction with the cardholder; and
the date on which any free trial period ends.
If you limit refund/exchange terms or impose other specific conditions for card sales,
you must clearly print (in 1/4" letters) the words “No Exchange, No Refund,” etc. on
the sales draft.
During a liquidation or closure of any of your outlets, locations or businesses, you
must post signs clearly visible to customers stating that “All Sales Are Final,” and
stamp the sales draft with a notice that “All Sales Are Final.”
3. Validating the Cards
Transactions where the cardholder is present - ‘Card Present’ transactions
You must check the card if the cardholder is present at the point of sale;
verify that the card is legitimate and valid;
verify that the card is not visibly altered or mutilated;
capture card data using the POS device by inserting the card (chip card), swiping
the card (magnetic stripe), or tapping/waving the card (contactless).
ensure that the cardholder enters their PIN using the keypad if prompted or
provides their signature unless you are participating in the No Signature Required
or PINless programs;
verify the card’s valid from date (if applicable) and the expiration date;
verify that the card number and expiration date on the card are the same as on the
transaction receipt and the number displayed on the POS device;
verify that the name on the transaction receipt is the same as the name on the
front of the card (if applicable); and
ensure that the cardholder appears to be the person shown in the photograph (for
cards with a photograph of the cardholder).
Transactions where the cardholder is not present - ‘Card Not Present’
transactions
This section applies to any transaction where the cardholder is not present, such as
mail, telephone, Internet and E-commerce.
You may only conduct Internet transactions if you have notified us in advance and
received approval.
DO’S
do obtain the card account number, name as it appears on the card, expiration
date of the card, and the cardholder’s statement address.
do use the Address Verification Service (AVS). If you do not have AVS, contact
Customer Service immediately.
do clearly print the following on the sales draft, and provide a copy to the
cardholder at the time of delivery:
the last four digits of the cardholder’s account number;
the date of transaction;
a description of the goods and services;
the amount of the transaction (including shipping, handling, insurance, etc.);
the cardholder’s name, billing address and shipping address;
the authorization code;
your name and address (city and state required).
do obtain proof of delivery of the goods or services to the address designated by
the cardholder or
do notify the cardholder of delivery time frames and special handling or
cancellation policies.
do ship goods within 7 days from the date on which authorization was obtained. If
delays are incurred (for example, out of stock) after the order has been taken,
notify the cardholder and obtain fresh authorization of the transaction.
do use any separate merchant identification numbers provided to you for Internet
orders in all your requests for authorization and submission of charges.
do provide at least 1 month’s prior written notice to your acquirer of any change in
your Internet address.
DON’TS
don’t exceed the percentage of your total payment card volume for Card Not
Present sales, as set out in your application.
don’t submit a transaction for processing until after the goods have been shipped
or the service has been provided to the cardholder - the only exception to this is
where the goods have been manufactured to the cardholder’s specifications and
the cardholder has been advised of the billing details.
don’t accept card account numbers by electronic mail.
don’t require a cardholder to complete a postcard or other document that displays
the cardholder’s account number in clear view when mailed or send any mailing to
a cardholder that displays personal information in clear view.
It is also recommended that, if feasible, you obtain and keep a copy on file of the
cardholder’s signature authorizing you to submit telephone and mail order
transactions.
Address Verification Service (AVS) (and other fraud mitigation tools such as Verified
by
Visa , Mastercard Secure Code, Card Validation Codes and Card Identification)
does not guarantee against chargebacks; but, if used properly, they assist you in
reducing the risk of fraud by confirming whether certain elements of the billing
address provided by your customer match the billing address maintained by the
card issuing bank. AVS also may help you avoid incurring additional interchange
expenses. AVS is a separate process from obtaining an authorization and will
provide a separate response. It is your responsibility to monitor the AVS responses
and use the information provided to avoid accepting high-risk transactions.
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•A. YOUR PAYMENTS ACCEPTANCE GUIDE
Payment acceptance solutions are an essential part of your business, and we want
to make accepting payments as simple as possible for you.
This part of the Program Guide (through Appendix 5), is the Your Payments
Acceptance Guide. It’s your quick reference to some guidelines for initiating
transactions and accepting payments. You’ll also find recommendations and tips to
help you prevent fraud, reduce chargebacks, and properly handle payments,
refunds, exchanges, and most other situations you’ll encounter in your day-to day-
business. To help you navigate more easily and find the information you need when
you need it, we’ve organized this Section into three parts. At the end of the Section,
you’ll also find information specific to processing
WEX , USBank , Voyager , American Express , Discover , PayPal , and Alipay
cards payments. Keep in mind, though, these guidelines highlight only some of the
Card Organization Rules that apply to your acceptance of payments. Please
carefully read the Card Organization Rules for each Card brand you accept.
If you have questions about initiating transactions, accepting payments or any of
your other business services, please contact Customer Service at the number listed
on your merchant services statement. Your Customer Service team is here to make
things easier so let us know what we can do to help.
Part I
The first step of a transaction actually begins before a customer even decides to
make a purchase. This part of Your Payments Acceptance Guide reviews steps
you’ll need to take to ensure customers are informed of their payment options and
understand the terms of sale. You’ll also find tips and important reminders for
validating cards in order to reduce the risk of fraud. Finally, specific procedures for
accepting debit and EBT payments are outlined. If you have questions about
anything discussed in this guide, please contact Customer Service at the number
located on your merchant services statement.
1. Use of Payments Organizations’ Brands
DO’S
do prominently display relevant trademarks of the payments organizations at each
of your locations, in catalogs, on websites and on other promotional material.
do only use the official trademarks of ours and of the payments organizations in
the official format.
DON’TS
don’t indicate that we or any payments organization endorses your goods or
services.
don’t use the trademarks of any payments organization after: your right to accept
the cards of that payment organization has ended; or that payment organization
has notified you to stop using their trademarks.
don’t use the trademarks of ours or of the payments organizations in any way that
injures or diminishes the goodwill associated with the trademarks.
don’t use our trademarks or the trademarks of the payments organizations in any
manner, including in any advertisements, displays, or press releases, without our
prior written consent.
For special rules applying to the treatment of the American Express brand, please
refer to Appendix 2.
2. Point of Sale (POS) Reminders
Do clearly and conspicuously:
disclose all material terms of sale prior to obtaining an authorization;
at all points of interaction inform cardholders which entity is making the sales offer,
so that the cardholders can clearly distinguish you from any other party involved in
the interaction; and
disclose any discount/incentive/Surcharge for customers to pay with cash, check,
credit card or debit card and so on. Any such discount/incentive must be offered to
all customers with no special treatment for any card brand or card issuing bank.
If you accept orders via the Internet, your website must include the following
information in a prominent manner:
Disclose the existence and amount of any Surcharge as a merchant fee and
clearly alert consumers to the practice at the point of sale, both in store and online
on every receipt.
a complete description of the goods or services offered;
details of your (i) delivery policy; (ii) consumer data privacy policy; (iii) cancellation
policy; and (iv) returns policy;
the transaction currency (US dollars, unless permission is otherwise received from
Servicers);
the customer service contact, including email address and telephone number;•
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https://www.paypal.com/us/webapps
/mpp/accept-payments-online
PayPal™
https://usa.visa.com/dam/VCOM
/download/about-visa/visa-rules-public.
pdf
Visa Inc.
www.mastercard.us/content/dam
/mccom/global/documents/mastercard-
rules.pdf
Mastercard Worldwide
www.discovernetwork.com/merchantsDiscover Financial Services
www.americanexpress.com/us
/merchant
American Express
PART I: CARD SERVICES
®®®®®®
®®
GenCP-WF-2602_PG_02.28.23 7
do ensure that all third parties and software that you use for payment processing•If a disputed charge arises for a transaction conducted over the Internet or
do ensure that all third parties and software that you use for payment processing
comply with the PCI DSS.
do deploy the data protection solution (including implementing any upgrades to
such service within a commercially reasonable period of time after receipt of such
upgrades) throughout your systems including replacing existing card numbers on
your systems with tokens.
do use the token instead of card numbers for ALL activities after you receive the
authorization response, including settlement processing, retrieval processing,
chargeback and adjustment processing, and transaction reviews.
do ensure that any POS device, gateway or VAR is certified by us for use with the
data protection solution. If you are uncertain whether your equipment is compliant,
contact a customer service representative at 866-359-0978.
if you send or receive batch files containing completed card transaction
information to/ from us, do use the service we provide to enable the files to contain
only tokens or truncated information.
do use truncated report viewing and data extract creation within reporting tools
provided by us.
do follow rules or procedures we give you periodically regarding your use of the
data protection solution.
do promptly notify us of a breach of any these terms.
DON’TS
don’t retain full card numbers, whether in electronic form or hard copy.
don’t use altered version(s) of the data protection solution.
don’t use, operate or combine the data protection solution or any related software,
materials or documentation, or any derivative works thereof with other products,
materials or services in a manner inconsistent with the uses contemplated in this
section.
7. Debit Cards
When accepting debit cards, you’ll need to follow the specific requirements for each
debit network, as well as, the general requirements set out in this section.
DO’S
do read the account number electronically from the magnetic stripe/chip for
transactions authenticated with a PIN. If the magnetic stripe/chip is unreadable,
you must request another form of payment from the cardholder.
DON’TS
don’t process a credit card transaction in order to provide a refund on a debit card
transaction.
don’t complete a debit card transaction without:
entry of the PIN by the cardholder (and no one else); or
signature by the cardholder (and no one else)
Unless the transaction is a “no-signature” debit transaction or a “PINless” PIN
debit transaction specifically supported by the debit network.
don’t accept the PIN from the cardholder verbally or in written form.
don’t manually enter the account number for PIN debit transactions. Signature
debit transactions may be key entered if you are unable to swipe, dip, tap, or wave
the card.
The debit network used to process your debit transaction will depend upon, among
other things, our own business considerations, the availability of the debit network at
the time of the transaction, and whether a particular debit card is enabled for a
particular debit network.
The debit network used to route your transaction may or may not be the lowest cost
network available. We may in our sole discretion:
use any debit network available to us for a given transaction (including any of our
affiliated PIN debit networks); and
add or remove debit networks available to you based on a variety of factors
including availability, features, functionality and our own business considerations.
YOU ARE RESPONSIBLE FOR SECURING YOUR POS DEVICES AND FOR
IMPLEMENTING APPROPRIATE CONTROLS TO PREVENT EMPLOYEES OR
OTHERS FROM SUBMITTING CREDITS AND VOIDS THAT DO NOT REFLECT
BONA FIDE RETURNS OR REIMBURSEMENTS OF PRIOR TRANSACTIONS.
You may offer cash back to your customers when they make a PIN debit card
purchase. You may set a minimum and maximum amount of cash back that you will
allow. If you are not currently offering this service, your POS device may require
additional programming to begin offering cash back as long as it is supported by the
debit network.
You must reconcile your accounts for each location daily and notify us within 24
hours of any issues.
An adjustment is a transaction that is initiated to correct a debit card transaction that
has been processed in error. For signature debit transactions (including “no-
signature” debit transactions), both the cardholder and the card issuing bank have
the right to question or dispute a transaction. If these questions or disputes are not
resolved, a chargeback may occur. You are responsible for all adjustment and
chargeback fees that may be charged by a debit network.
An adjustment may be initiated for many reasons, including:
the cardholder was charged an incorrect amount, whether too little or too much;
the cardholder was charged more than once for the same transaction;
a processing error may have occurred that caused the cardholder to be charged
even though the transaction did not complete normally at the point of sale; or
a cardholder is disputing the goods or services provided.
All parties involved in processing adjustments and chargebacks are regulated by
timeframes that are specified in the operating rules of the applicable debit network,
the Electronic Funds Transfer Act, Regulation E, and other applicable law.
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•If a disputed charge arises for a transaction conducted over the Internet or
electronically, a chargeback may be exercised for the full amount.
For Discover Network transactions, please refer to Appendix 3 for the Discover
Network protocol for Internet transactions.
Customer-activated terminals and self-service terminals
Transactions processed at customer-activated terminals and self-service terminals
have specific requirements for processing. You must contact Customer Service for
approval and further instructions before conducting customer-activated terminal
transactions or self-service terminal transactions.
4. Transaction Guidelines
DO’S
do only present for payment valid charges that arise from a transaction with a
bona fide cardholder.
DON’TS
don’t set a minimum transaction amount of more than $10 for any credit cards or
of any amount for debit cards or Alipay transactions.
don’t set a maximum transaction amount for any credit cards.
don’t establish any special conditions for accepting a card.
don’t make any cash disbursements or cash advances to a cardholder as part of a
transaction with the exception of the Discover Network Cash Over service.
don’t accept any direct payments from cardholders for goods or services which
have been included on a sales draft;
don’t require a cardholder to supply any personal information for a transaction (for
example, phone number, address, driver’s license number) unless (i) instructed by
the Voice Authorization Center; (ii) presented an unsigned card; or (iii) processing
a Card Not Present transaction don’t submit any transaction representing the
refinance or transfer of an existing cardholder obligation which is deemed
uncollectible, for example, a transaction that has been previously charged back, or
to cover a dishonored check.
don’t submit sales drafts or credit drafts transacted on the personal card of an
owner, partner, officer or employee of your business establishment or of a
guarantor who signed your application form, unless such transaction arises from a
bona fide purchase of goods or services in the ordinary course of your business.
don’t carry out factoring, that is, the submission of authorization requests or sales
drafts for card transactions transacted by another business.
5. Security
You are responsible for maintaining the security of your POS devices and for
instituting appropriate controls to prevent employees or others from submitting
credits that do not reflect bona fide returns or reimbursements of earlier transactions.
Please comply with the data security requirements shown below:
DO’S
do install and maintain a secure firewall configuration to protect data.
do protect stored data, and do encrypt transmissions of data sent across open
/public networks, using methods indicated in the Payment Card Industry Data
Security Standard (PCI DSS) which is available at: .www.pcisecuritystandards.org
do use and regularly update anti-virus software and keep security patches up-to-
date.
do restrict access to data by business “need to know”. Assign a unique ID to each
person with computer access to data and track access to data by unique ID.
do regularly test security systems and processes.
do maintain a policy that addresses information security for employees and
contractors.
do restrict physical access to cardholder information.
do destroy or purge all media containing obsolete transaction data with cardholder
information.
do keep all systems and media containing card account, cardholder, or transaction
information (whether physical or electronic) in a secure manner so as to prevent
access by, or disclosure to any unauthorized party.
do use only those services and devices that have been certified as PCI-DSS
compliant by the payment organizations.
DON’TS
don’t use vendor-supplied defaults for system passwords and other security
parameters.
don't transmit cardholder account numbers to cardholders for Internet transactions.
don’t store or retain card verification codes (a three digit code printed on the back
of most cards and a four digit code printed on the front of an American Express
card) after final transaction authorization.
don’t store or retain magnetic stripe data, PIN data, chip data or AVS data - only
cardholder account number, cardholder name and cardholder expiration date may
be retained subsequent to transaction authorization.
For Internet transactions, copies of the transaction records may be delivered to
cardholders in either electronic or paper format.
6. TransArmor Services
If you are receiving TransArmor services from us, the important DOs and DON’Ts
listed below apply to you:
DO’S
do comply with the payments organization rules, including PCI DSS.
do demonstrate and maintain your current PCI DSS compliance certification.
Compliance must be validated either by a Qualified Security Assessor (QSA) with
corresponding Report on Compliance (ROC) or by successful completion of the
applicable PCI DSS Self-Assessment Questionnaire (SAQ) or Report on
Compliance (ROC), as applicable, and if applicable to your business, passing
quarterly network scans performed by an Approved Scan Vendor, all in
accordance with payments organization rules and PCI DSS
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GenCP-WF-2602_PG_02.28.23 8
EBT service provider in accordance with this section or otherwise fail to process the
EBT service provider in accordance with this section or otherwise fail to process the
manual transaction in accordance with the Quest rules, except as specifically
provided in the Quest rules.
9. Surcharging Requirements
A “Surcharge” is an additional fee that you add to relevant transactions as permitted
by Card Organization Rules and applicable laws (together, “Applicable Laws”).
Merchants must receive prior approval from Processor before assessing a
Surcharge.
If you participate in Surcharging the following terms and conditions apply:
DO
Provide notice to the merchant’s acquirer/card brands before beginning to
Surcharge, as applicable based on card brand rules
Disclose the existence and amount of any Surcharges on a stand-alone basis in
locations that the consumer is likely to see prior to committing to a transaction,
including: signs or postings, webpages, advertising materials; catalogues or menus
Provide disclosures that are prominent and easily visible to customers
Place disclosures prominently on websites and the information should appear, at
a minimum, before proceeding to checkout, in addition to other pages
If a point-of-sale register is being used for the transaction ,the sign should be
located near the register such that a customer would see it prior to initiating the
checkout process
A customer would see it prior to initiating the checkout process
On a sign prominently near an entrance or other high-traffic part of the facility
On a receipt, the disclosure must be broken out as its own line item, showing a
dollar amount and how that dollar amount is added into the total cost
Use the word “Surcharge” to describe the fee, accurately reflect the reason for the
Surcharge, and describe it as a Surcharge you are assessing for accepting
relevant transactions as permitted by Applicable Laws
If the Surcharge is calculated as a percentage of the transaction amount, clearly
disclose in writing the dollar and cents amount of the Surcharge prior to
processing the charge. In the context of a card not present transaction, the dollar
amount of the Surcharge must be disclosed prior to processing the transaction
Provide full refunds for the exact dollar amount of the original transaction including
tax, handling charges, Surcharges
For partial refunds relating to Surcharge transactions, the Surcharge amount must
be pro-rated
DON’T
Do not Surcharge for debit, prepaid card, or other transactions as prohibited by
Applicable Laws
Do not Surcharge on debit card transactions for which the cardholder using a debit
card chooses “credit” on the point of sale terminal
Do not characterize the Surcharge in a way that suggests it is not being imposed
by the business itself (such as calling it “mandatory”) or that it is being imposed
solely to cover credit card costs
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8. Electronic Benefit Transfer (EBT) Transactions
We offer electronic interfaces to Electronic Benefit Transfer (EBT) networks for the
processing, settlement and switching of EBT transactions initiated through the use
of a state-issued EBT card at your point of sale terminal(s) so that EBT recipients
may receive EBT benefits.
EBT benefits may comprise:
United States Department of Agriculture, Food and Nutrition Service (FNS),
Supplemental Nutrition Assistance Program (SNAP),
Women, Infants and Children Benefits (WIC Benefits), or
Government delivered cash
If you accept EBT transactions or provide EBT benefits:
DO’S
do provide EBT benefits to EBT recipients in accordance with applicable law and
the procedures set out in the Quest rules, in the amount authorized through your
terminal, upon presentation by an EBT recipient of an EBT card and such EBT
recipient’s entry of a valid PIN.
do use POS Terminals, PIN pad and printer or other equipment that meet required
standards (including those set out in the Quest rules) during your normal business
hours and in a manner consistent with your normal business practices.
do comply with the procedures set out in the Quest rules for authorization of EBT
benefits if your terminal fails to print EBT benefit issuance information as approved
and validated as a legitimate transaction.
do provide a receipt for each EBT transaction to the applicable EBT recipient.
do provide EBT benefits for EBT recipients from all states.
do notify us promptly if you plan to stop accepting EBT cards and providing EBT
benefits or if you are unable to comply with this section or the Quest rules.
do adequately display any applicable state’s service marks or other licensed
marks, including the Quest marks, and other materials supplied by us in
accordance with the standards set by the applicable state.
do use any marks only to indicate that EBT benefits are issued at your location(s).
do maintain adequate cash on hand to issue EBT service provider authorized cash
benefits.
do issue cash benefits to EBT recipients in the same manner and to the same
extent cash is provided to your other customers.
DON’TS
don’t accept EBT cards or provide EBT benefits at any time other than in
compliance with this section or the Quest rules.
don’t designate and direct EBT recipients to special checkout lanes restricted to
use by EBT recipients unless you also designate and direct other customers to
special checkout lanes for debit cards, credit cards or other payment methods
such as checks other than cash.
don’t resubmit any EBT card transaction except as specifically permitted by the
applicable Quest rules and procedures.
don’t accept any EBT card for any purpose other than providing EBT benefits,
including without limitation accepting an EBT card as security for repayment of any
EBT recipient obligation to you. If you violate this requirement, you will be
obligated to reimburse the state or us for any EBT benefits unlawfully received by
either you or an EBT recipient to the extent permitted by law.
don’t dispense cash for FNS, SNAP and WIC Benefits.
don’t disclose individually identifiable information relating to an EBT recipient or
applicant for EBT benefits without prior written approval of the applicable state.
don’t use the marks of any EBT service provider without prior written approval
from such EBT service provider.
don’t indicate that we, any state, or its EBT service provider endorse your goods or
services.
don’t require, or in your advertising suggest, that any EBT recipient must purchase
goods or services from you as a condition to receiving cash benefits, unless such
condition applies to other customers as well.
You must take sole responsibility for the provision of any EBT benefits other than in
accordance with authorizations received from the EBT service provider.
If an authorized terminal is not working or the EBT system is not available:
DO’S
do manually accept EBT cards and manually provide EBT benefits in the amount
authorized through the applicable EBT service provider to the EBT recipients at no
cost to the EBT recipients upon presentation by an EBT recipient of their EBT card.
do obtain an authorization number for the amount of the purchase from the
applicable EBT service provider while the respective EBT recipient is present and
before you provide the EBT recipient with any FNS, SNAP and WIC benefits, or
cash benefits, as applicable.
do properly and legibly enter the specified EBT recipient, clerk and sales
information, including the telephone authorization number, on the manual sales
draft.
do clear all manual vouchers authorizations on your point of sale terminal within 14
days after the date of applicable voice authorization. If a voucher expires before it
has been cleared by your terminal for payment, no further action can be taken to
obtain payment for the voucher.
DON’TS
don’t attempt to voice authorize a manual EBT transaction if the EBT recipient is
not present to sign the voucher. The EBT recipient must sign the voucher. You
must give a copy of the voucher to the EBT recipient at the time of authorization
and retain one copy for your records.
don’t re-submit a manual sales draft for payment for a transaction if you have not
received an authorization number.
don’t mail vouchers requesting payment.
You must take sole responsibility for (and you will not be reimbursed in respect of) a
manual transaction if you fail to obtain an authorization number from the applicable
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GenCP-WF-2602_PG_02.28.23 9
Third party authorization systems
Third party authorization systems
If you have contracted to use one of our authorization services, you must not use
another third party authorization system without notifying Customer Service.
Otherwise, we will be unable to successfully research and defend any authorization
related chargebacks on your behalf. This delay will significantly decrease your time
to research and provide proof of authorization, thus reducing your opportunity to
reverse a chargeback.
If you use another authorization network:
you will be responsible for the downgrade of any transactions to a higher cost
interchange that result from any mismatch of information to our systems and those
of third party authorization networks.
liability resulting from discrepancies with that network must be resolved between
you and that network. We will not research chargebacks resulting from
authorization approval codes obtained from another authorization service
organization. Such chargebacks will be passed through to you for resolution. If an
authorization provided by a third party authorization system is challenged in a
chargeback, you must obtain proof (for example, third party authorization logs)
from the authorization source and submit it to us within the time frame specified on
the chargeback documentation.
Call the following for other card types, each of which is available 24 hours/day; 7
days/week:
You must enter manually all approved sales that have been authorized in this
manner as “post authorization” transactions into the terminal, once the terminal
becomes operational. You must enter all credit transactions into the terminal for
data capture. If you receive a referral and subsequently receive an approval, you
may be subject to a chargeback. For specific procedures on electronic data capture,
refer to the Terminal Operating Instructions/Users Guide. If the terminal
malfunctions for more than 24 hours, contact Customer Service for further
instructions on processing your transactions.
Automated dispensing machines
You must produce records for all transactions originating with automated dispensing
machines or limited amount terminals. Such records must include the last four digits
of the cardholder account number, merchant’s name, terminal location, transaction
date, identification of transaction currency, transaction type (purchase),
authorization code, and amount.
For Discover Network transactions, please refer to Appendix 3 for instructions on
how to cancel an authorization.
For PayPal transactions, please refer to Appendix 4 instructions on how to cancel
an authorization.
Partial authorization and authorization reversal
Partial authorization provides an alternative to a declined transaction by permitting a
card issuing bank to return an authorization approval for a partial amount. This
amount is less than the transaction amount requested because the available card
balance is not sufficient to approve the transaction in full. The cardholder is able to
use the funds remaining on the card to pay for a portion of the purchase and select
another form of payment (in other words, another payment card, cash, check) for
the remaining balance of the transaction.
for Mastercard transactions, partial authorization is optional for batch authorized e-
commerce transactions, mail order, telephone order transactions and recurring
payment transactions.
for Discover transactions, partial authorization support is optional for Card Not
Present transactions. If you support partial authorizations, a partial authorization
indicator must be included in each authorization request.
You must submit an authorization reversal if the authorization is no longer needed, a
partial amount of the total authorized is submitted for the settled transaction, or the
cardholder elects not to complete the purchase. The transaction sent for settlement
must be no more than the amount approved in the partial authorization response. If
you wish to support partial authorization functionality, you must contact Customer
Service for additional rules and requirements.
11. Special Types of Transactions
Payment by installments
If a cardholder makes a deposit toward the full amount of the sale price and pays
the balance on delivery, please follow the procedures set out in this section.
DO’S
do execute two separate sales drafts and obtain an authorization for each sales
draft on each transaction date;
do indicate on each sales draft:
whether it is for the deposit or the balance of payment; and
the authorization date and approval code.
do submit and seek authorization of each delayed delivery transaction under the
same merchant identification number and treat deposits on the card no differently
than you treat deposits on all other payment products.
do complete Address Verification for each “balance” authorization.
do obtain proof of delivery upon delivery of the services/merchandise purchased.
DON’TS
don’t submit sales data to us relating to the “balance” until the goods have been
completely delivered or the services fully provided.
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1-800-842-0071WEX
1-800-987-6589Voyager
1-800-366-5010TeleCheck
1-800-522-9345JCB, International
(For YEN and CAD currency only)
1-800-528-2121American Express Direct
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Part II
This part of Your Payments Acceptance Guide reviews essential elements of a
transaction, including authorizations, issuing refunds and exchanges, and handling
special transactions like recurring payments. You’ll also find information about
chargebacks and processes to put in place to avoid chargebacks. Feel free to
contact Customer Service with any questions that arise as you review this
information.
10. Authorizations
General
You must obtain an authorization approval code from us for all transactions.
A positive authorization response remains valid for the timeframe set out in section
20.
An authorization approval code only indicates the availability of funds on an
account at the time the authorization is requested. It does not indicate that the
person presenting the card is the rightful cardholder, nor is it a promise or
guarantee that you will not be subject to a chargeback or adjustment.
You must not attempt to obtain an authorization approval code from anyone other
than us, unless we have authorized you to use a third party authorization system
as set out in section 10. An authorization approval code from any other source
may not be valid.
If you use Address Verification Services (AVS), you must review the AVS
response separately from the authorization response and make your own decision
about whether to accept the transaction. A transaction may receive an
authorization approval code from the card issuing bank even if AVS is unavailable
or reflects that the address provided to you does not match the billing address on
file at the card issuing bank.
If you receive a referral response to an attempted authorization, for American
Express transactions you must not:
submit the transaction without calling for and receiving a voice authorization; and
attempt another authorization on the same card through your POS device.
You must not attempt to obtain multiple authorizations for a single transaction. If a
sale is declined, do not take alternative measures with the same card to obtain an
approval of the sale from other authorization sources. Instead, request another
form of payment.
If you fail to obtain an authorization approval code or if you submit a card
transaction after receiving a decline (even if a subsequent authorization attempt
results in an authorization approval code), your transaction may result in a
chargeback and it may be assessed fines or fees by the payments organizations
for which you will be responsible. Fees currently range from $25 to $150 per
transaction.
You will be charged for a request for an authorization approval code (where
applicable), whether or not the transaction is approved.
For card present transactions, it is highly recommended that you use your
electronic authorization device to swipe (magnetic stripe), tap/wave (contactless)
or insert (chip) cards.
Card Not Present transactions
It is highly recommended that you obtain the three digit card verification code on the
back of the card (or the four digit verification code on the front of American Express
cards) and that you include this code with each card not present authorization
request unless the transaction is a recurring transaction.
For recurring transactions, submit the card verification code only with the first
authorization request and not with subsequent authorization requests.
For American Express Card Not Present transactions, please also refer to Appendix
2.
For Discover Network Card Not Present transactions, please also refer to Appendix
3.
PayPal and Alipay do not allow Card Not Present transactions.
Authorization via telephone (other than terminal/electronic device users)
You must call your designated Voice Authorization Toll Free Number and enter the
authorization information into the VRU using a touch tone phone or hold for an
authorization representative.
If the Voice Authorization Center asks you to obtain identification from the
cardholder before issuing an approval code, you must clearly write the appropriate
identification source and numbers in the space provided on the sales draft.
If the Voice Authorization Center asks you to confiscate a card, do not take any
action that will alarm or embarrass the card presenter, and send the card to
Rewards Department, P.O. Box 5019, Hagerstown, MD 21740. You may be paid a
reward for the return of the card
If the sale return of the card. is declined, please remember that our operators are
only relaying a message from the card issuing bank. The fact that a sale has been
declined must not be interpreted as a reflection of the cardholder’s
creditworthiness. You must instruct the cardholder to call the card issuing bank.
Authorization via electronic devices
If you use an electronic terminal to obtain authorization approval codes, you must
obtain the authorization approval codes for all sales through this equipment.
If your terminal malfunctions, please refer to your Quick Reference Guide or call
the POS Help Desk. Please remember to check your terminal periodically because
most terminal problems are temporary in nature and are quickly corrected.
If a terminal is moved or if wires are disconnected, causing malfunction, call the
POS Help Desk immediately and follow their instructions. You may be responsible
for any service charges incurred for reactivation of the terminal.
Until the terminal becomes operable, you must call your designated Voice
Authorization Toll Free Number and enter authorization information into the VRU
using a touchtone phone.
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If the recurring transaction is renewed, you must obtain from the cardholder a newIf delivery occurs after the timeframes set out in section 20, you must obtain a new
If the recurring transaction is renewed, you must obtain from the cardholder a new
written request for the continuation of such goods or services to be charged to the
cardholder’s account.
If you or we have terminated your right to accept cards, you must not submit
authorization requests or sales data for recurring transactions that are due after the
date of such termination.
For American Express transactions please also see Appendix 2.
Stored payment credential transactions
If you store information (including, but not limited to, an account number or payment
token) to process future purchases on behalf of the cardholder, follow the
procedures set out in this section.
DO’S
do include the appropriate data values:
when a payment credential is being stored for the first time,
is used to initiate a stored credential transaction,
or is used to identify an unscheduled credentials on file transaction.
do submit a valid authorization if an amount is due at the time the payment
credential is being stored.
do submit an authorization verification if no payment is due at the time the
payment credential is being stored.
DON’TS
don’t store a payment credential if either the first payment transaction or account
verification is declined.
Card checks
If you accept card checks, you must treat checks from all the payment organizations
that you accept equally (for example, if you accept Mastercard and American
Express, your check acceptance policy must treat checks for both of these payment
organizations equally). You should handle these card checks like any other personal
check drawn upon a bank in the United States.
12. Sales Drafts
DO’S
do prepare a sales draft for each transaction and provide a copy of the sales draft
or transaction receipt to the cardholder at the time the card transaction is
completed. An exception is eligible transactions participating in any of the ‘No
Signature Required’ programs.
do only collect transaction data provided directly to you by the cardholder.
do include all of the following information on a single page document constituting
the sales draft:
the cardholder’s account number;
cardholder’s signature, unless you participate in any of the ‘No Signature
Required’ programs. Note: For the No Signature Required Programs, Visa,
Mastercard, Discover, and American Express do not require you to obtain
signatures at the point-of-sale for credit and/or debit transactions unless required
by local and/or state law;
date of the transaction;
the total amount of the transaction, including any taxes to be collected, in the
approved currency of the sale;
description of the goods or services involved in the transaction—if there are too
many items, combine them into one description; (for example, “clothing”) to
ensure that all information is contained on a single page;
description of your merchandise return and credit/refund policy;
a valid authorization code;
Merchant’s Doing Business As (“D/B/A”) name and location (city and state
required) and merchant identification number. The merchant identification
number is optional but if provided for Discover, include only the last four digits;
and
DON’TS
don’t include the card expiration date or any more than the last four digits of the
card number in the copy of the sales draft which you provide to the cardholder.
when imprinting sales drafts, you must not alter the cardholder account number,
circle or underline any information on the sales draft or alter a sales draft in any
way after the transaction has been completed and signed. Stray marks and other
alterations on a sales draft may result in it becoming unreadable or illegible.
If you are EMV enabled you may elect to participate in the No Signature Required
programs.
For the No Signature Required Programs, you are not required to:
provide a transaction receipt, unless requested by the cardholder; or
obtain the cardholder’s signature provided that you transmit the full track data/full
chip card data in the authorization request regardless of the sale amount.
13. Refunds
DO’S
do provide clear instructions to your customers regarding returns, including the
following:
customer service telephone number;
reference number for the return;
expected processing time for the credit;
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If delivery occurs after the timeframes set out in section 20, you must obtain a new
authorization for the unprocessed portion of the transaction prior to delivery. If the
transaction is declined, contact the cardholder and request another form of payment.
For example: On January 1, a cardholder orders $2,200 worth of furniture and you
receive an authorization for the full amount; however, only a $200 deposit is
processed leaving a $2,000 balance remaining on the furniture. An authorization
reversal must be processed for$2,000. When the goods are available to ship, the
$2,000 transaction balance must be reauthorized.
Advance payment charges
If you permit or require cardholders to make advance payment charges for the
following types of goods or services, please follow the procedures set out in this
section:
custom orders (for example, orders for goods to be manufactured to a customer’s
specifications);
ticketing for events or entertainment (for example, sporting events, or concerts);
tuition, room, board, and other mandatory fees (for example, library or other
students services fees at universities);
tickets for airlines, rail lines, cruise lines, lodging, and other travel-related services
(for example, tours or guided expeditions); and
vehicle rentals; or
in store merchandise not immediately available (for example, merchandise pre-
purchased for an upcoming sale event or merchandise on layaway)
For all advance payment transactions:
do state your full cancellation and refund policies;
do clearly disclose your intention to receive advance payment;
before you request an authorization, do obtain written consent from the cardholder
to bill the card for an advance payment charge;
The cardholder’s consent must include (1) a detailed description of the goods or
services to be provided, and (2) his or her agreement to all of the terms of the sale
(including price, any cancellation or refund policies), and the expected delivery date
of the goods or services;
do obtain an authorization approval;
do complete a sales draft: and
if you cannot deliver the goods or services (for example, because custom-ordered
merchandise cannot be fulfilled) and cannot make other arrangements, do
immediately issue a credit for the full amount of the advance payment charge.
For Card Not Present transactions involving an advance payment:
do ensure that the sales draft contains the words “Advance Payment,”; and
within 24 hours of the advance charge being authorized, do provide the cardholder
with written confirmation (for example, by email or facsimile) that advance
payment charge has been made, the written confirmation must include (1) a
detailed description of the goods or services to be provided; (2) the amount of the
charge; (3) the confirmation number (if applicable); (4) the details of any
cancellation or refund policies; and (5) the expected delivery date of the goods or
services.
Recurring transactions
If you process recurring transactions and charge a cardholder’s account periodically
for recurring goods or services (for example, yearly subscriptions and annual
membership fees, etc.), please follow the procedures set out in this section.
DO’S
do obtain cardholder approval for such goods or services to be charged on an
ongoing basis to the cardholder’s account. Approval must at least specify:
the cardholder’s name, address, account number and expiration date,
the transaction amounts,
the timing or frequency of recurring charges,
the duration of time for which the cardholder’s approval is granted, and for
Discover
Network and PayPal transactions, the total amount of recurring charges to be billed
to the cardholder’s account, (including taxes and tips) and your merchant
identification number,
do obtain an authorization for each transaction.
do include the recurring payment indicator in each authorization request, and as
applicable, each batch submission entry.
do indicate on the sales draft “Recurring Transaction” (or “P.O.” for Mastercard
transactions)
for Discover Network and PayPal recurring transactions, do include a toll-free
customer service number that the cardholder can call to cancel his/her approval
for the recurring transaction or to obtain other assistance relating to the recurring
transaction.
don't store a payment credential if either the first payment transaction or account
verification is declined.
DON’TS
don’t include partial payments for goods or services purchased in a single
transaction.
don’t impose a finance charge in connection with the recurring transaction or
preauthorized order.
don’t complete a recurring transaction after receiving a cancellation notice from the
cardholder or card issuing bank or after a request for authorization has been
denied.
It is highly recommended that you obtain the three digit card verification code on the
back of the card (or the four digit verification code on the front of American Express
cards), include the number with the first authorization request. This is not required
for subsequent authorization requests.
A positive authorization response for one recurring transaction is not a guarantee
that any future recurring transaction authorization request will be approved or paid.
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GenCP-WF-2602_PG_02.28.23 11
within the time frame set out in the notification.do document your cancellation policy and terms and conditions on the contract the•
within the time frame set out in the notification.
Upon receipt of a transaction documentation request, you must immediately retrieve
the requested sales draft(s) using the following guidelines:
make a legible copy, centered on 8-1/2 x 11-inch paper (only 1 sales draft per
page);
write the ‘case number’ from the request for transaction documentation on each
copy/page;
if applicable, make copies of a hotel folio, car rental agreement, mail/phone
/Internet order form, or other form of receipt;
if a credit transaction has been processed, make a copy of the credit draft;
letters are not acceptable substitutes for sales drafts;
fax or mail legible copies of the sales draft(s) and credit drafts, if applicable, to the
fax number or mail address provided on the request form;
if you fax your response, please (i) set your fax machine to print your fax number
and name on the documents that you send, and (ii) set the scan resolution on your
fax machine to the highest setting. We can use this information to help determine
where the documentation received originated from if additional research is
required, and the higher resolution setting improves the clarity of characters and
graphics on the documentation transmitted and helps reduce the number of
illegible fulfillments and chargebacks.
We strongly recommend that you also include a detailed rebuttal letter along with all
pertinent documents when responding to a transaction request or a chargeback
notification (for example, rental agreement, the portion signed by the cardholder;
and the area where the authorization codes, with amounts and dates, are located).
If the information you provide is both timely and, in our sole discretion, sufficient to
warrant a re-presentment of the transaction or reversal of the chargeback, we will do
so on your behalf. However, a re-presentment or reversal is ultimately contingent
upon the card issuing bank and /or cardholder accepting the transaction under
applicable payment organization guidelines. Re-presentment or reversal is not a
guarantee that the chargeback has been resolved in your favor.
If we do not receive a clear, legible and complete copy of the transaction
documentation within the timeframe specified on the request, you may be subject to
a chargeback for “non-receipt” for which there is no recourse.
If you do not dispute the chargeback within the time limits set by the payments
organization rules and regulations, you will forfeit your reversal rights. Our only
alternative, which is available for Visa and Mastercard transactions only, is to
attempt a “good faith collection” to the card issuing bank on your behalf for non-
fraud chargeback reason codes. This process can take up to 6 months and must
meet the card issuing bank’s criteria (for example, at or above a set dollar amount).
Good faith collection attempts are not a guarantee that any funds will be collected
on your behalf. Card issuing banks normally charge good faith collection fees, which
are deducted from the transaction amount if accepted in addition to any processing
fees that are charged by us.
The card issuing bank may charge a handling fee which will be debited from your
settlement account or settlement funds if a transaction documentation request
results from a discrepancy between the sales draft and the transmitted record
regarding any of the following:
the name of your business;
the city, state, or country listed for your business;
the transaction date.
Visa: If we reverse the chargeback and re-present the transaction to the card
issuing bank, the card issuing bank, at its sole discretion, may elect to submit the
matter for arbitration before Visa. Visa currently charges a $250 filing fee and a
$250 review fee. Whether or not a decision is made in your favor, you will be
responsible for all such fees and charges and any other applicable fees and charges
imposed by Visa. Such fees and charges will be debited from your settlement
account or settlement funds, in addition to the chargeback.
STAR®: If we reverse the chargeback and re-present the transaction to the card
issuing bank, the card issuing bank, at its sole discretion, may elect to submit the
matter for arbitration before STAR. Whether or not a decision is made in your favor,
you will be responsible for all fees and charges relating to that arbitration and any
other applicable fees and charges imposed by STAR. Such fees and charges will be
debited from your settlement account or settlement funds, in addition to the
chargeback.
Mastercard: If we reverse the chargeback and re-present the transaction to the
card issuing bank, the card issuing bank, at its sole discretion, may elect to resubmit
the chargeback. In such event, at our discretion, we will debit your settlement
account or settlement funds for the chargeback. However, if you feel strongly that it
is an invalid chargeback, we may, on your behalf and at your request, submit the
matter for arbitration before Mastercard. Mastercard currently charges a $150 filing
fee and a $250 review fee. Whether or not a decision is made in your favor, you will
be responsible for all such fees and charges, and any other charges imposed by
Mastercard. Such fees and charges will be debited from your settlement account or
settlement funds, in addition to the chargeback.
Discover Network: If Discover Network rejects our re-presentment request and you
feel strongly that the chargeback is invalid, we may, at our discretion and on your
behalf and at your request, submit the matter for dispute arbitration before Discover
Network. Discover Network charges Acquirers fees for re-presentment requests and
matters submitted to Discover Network for arbitration We, In turn, may charge you
fees for these items.
PayPal: If PayPal rejects our re-presentment request and you feel strongly that the
chargeback is invalid, we may, at our discretion and on your behalf and at your
request, submit the matter for dispute arbitration before PayPal. PayPal charges
Acquirers fees for re-presentment requests and matters submitted to PayPal for
arbitration. We, in turn may charge you fees for these items.
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do document your cancellation policy and terms and conditions on the contract the
cardholder signs, or on your website, as applicable.
do create a credit draft containing the following information for every refund:
the account number;
the cardholder’s name;
your name, city, state and merchant identification number. Merchant
identification number is optional but if provided for Discover only include the last
4 digits
transaction type;
a description of the goods or services;
the transaction date of the credit; the total amount of the credit; and
for Discover Network transactions, the approved currency used and the
signature of your authorized representative or employee.
for PayPal transactions, the approved currency used and the signature of your
authorized representative or employee.
do submit all credit drafts to us within the timeframes set out in section 20;
do submit each credit under the establishment where the credit originated;
do provide full refunds for the exact dollar amount of the original transaction
including tax, handling charges, Surcharges and so on and in no circumstances
provide a refund amount for more than the original card sale amount;
For partial refunds relating to Surcharge transactions, the Surcharge amount must
be pro-rated
do write clearly all amounts and other handwritten information - stray marks on the
credit draft will render it illegible.
do ensure that the cardholder signs the credit draft, give the cardholder the
appropriate copy, and deposit the credit draft immediately.
do include the last 4 digits of the merchant identification number for Discover
transactions.
DON’TS
don’t circle or underline any information on the credit draft.
don’t credit an account that differs from the account used for the original
transaction.
don’t include the card expiration date or any more than the last four digits of the
card number in the copy of the credit draft which you provide to the cardholder.
don’t give cash, check credit refunds or other consideration for card sales, with the
exception of the following type of Visa transactions only:
Visa Easy Payment Service Transaction or if EMV enabled and participating in
Visa's 'No Signature Required’ program);
the recipient of the gift is not the cardholder; or
Visa prepaid card transaction if the cardholder states that the Visa prepaid card
has been discarded.
don’t intentionally submit a sale and an offsetting credit at a later date solely for
the purpose of debiting and crediting your own or a customer’s account;
don’t process a credit transaction after a chargeback has been received.
Your website must communicate your refund policy to your customers and require
your customers to select a “click-to-accept” or other affirmative button to
acknowledge the policy. The terms and conditions of the purchase must be
displayed on the same screen view as the checkout screen that presents the total
purchase amount, or within the sequence of website pages the cardholder accesses
during the checkout process.
For American Express transactions, please also refer to Appendix 2.
14. Exchanges
For an even exchange, no additional paperwork is necessary and you may simply
follow your standard company policy.
For an uneven exchange, you must complete a credit draft, and follow the
procedures outlined in section 12 for the total amount of the goods returned. The
cardholder’s account will be credited for that amount. Then, complete a new sales
draft for the total amount of any new goods purchased.
15. Chargebacks, Retrievals and Other Debits
Chargebacks
Both the cardholder and the card issuing bank have the right to question or dispute
a transaction. If such questions or disputes are not resolved, a chargeback may
occur. You are responsible for all chargebacks, our chargeback fees and related
costs arising from your transactions. As a result, we will debit your settlement
account or settlement funds for the amount of each chargeback.
Due to the short time frames and the supporting documentation necessary to
successfully (and permanently) reverse a chargeback in your favor, we strongly
recommend that:
you adhere to the guidelines and procedures outlined in this guide;
if you do receive a chargeback, investigate, and if you dispute the chargeback,
submit the appropriate documentation within the required time frame;
whenever possible, contact the cardholder directly to resolve the dispute (except
with respect to a Discover Network cardholder with whom direct contact regarding
the dispute is prohibited by Discover Network Card Organization Rules); and
if you have any questions, call Customer Service.
You must not process a credit transaction once a chargeback is received, even with
cardholder authorization, as the credits may not be recoverable and you may be
financially responsible for the credit as well as the chargeback. Instead, the card
issuing bank will credit the cardholder’s account.
Chargeback process
If the card issuing bank submits a chargeback, we will send you a chargeback
notification, which may also include a request for transaction documentation. Due to
the short time requirements imposed by the payments organizations, it is important
that you respond to a chargeback notification and transaction documentation request
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GenCP-WF-2602_PG_02.28.23 12
Recommendations to reduce the risk of chargeback Card Present American Express: You may request a chargeback reversal if the chargeback was
Recommendations to reduce the risk of chargeback Card Present
Transactions:
obtain an authorization for all transactions.
for recurring transactions ensure customers are fully aware of the conditions:
cancel recurring transactions as soon as notification is received from the
cardholder or as a chargeback, and issue the appropriate credit as needed to the
cardholder in a timely manner; and
notify the cardholder within 10 days (domestic) and 15 days (international) in
advance of each billing, allowing the cardholder time to cancel the transaction.
American Express customers have the option to receive written notification of
the recurring transaction at least (10) days prior to submitting, or any time the
charge amount exceeds a maximum amount that has been set by the cardholder.
if you are utilizing an electronic device to capture card data, swipe, dip or wave all
card transactions through your electronic authorization device to capture
cardholder information. When applicable, ensure the displayed cardholder number
matches the number on the card.
You should avoid keying the card data into your electronic authorization device
unless you are unable to capture the card data through one of the above methods.
If you do key the card data into your electronic authorization device, it is highly
recommended that you also key in the three or four digit verification code.
If you are not participating in the No Signature program:
Obtain the cardholder signature for all transactions; ensure the signature on the
sales draft matches the signature on the back of the card.
Process all transactions one time and do not batch out transactions multiple times.
Educate staff on procedures to eliminate point of sale (POS) fraud.
Card Not Present Transactions:
Ensure delivery of the merchandise or services ordered to the cardholder.
Participate in recommended fraud mitigation tools:
Verified by Visa Program
Mastercard SecureCode
Address Verification Services (AVS)
Use of card verification code
NOTE: While transactions utilizing these tools may still be disputed, the service may
assist you with your decision to accept certain cards for payment.
ensure you ship to the AVS confirmed address (bill to and ship to must match).
obtain authorization for all transactions.
ensure merchant descriptor matches the name of the business and is displayed
correctly on the cardholder statement.
ensure descriptor includes correct business address and a valid customer service
number.
please refer to Appendix 2 for American Express fraud mitigation tools.
Chargebacks due to cardholder disputes
Description
Goods or services not received by the cardholder, Merchandise defective or not as
described.
Likely scenario
Services were not provided or merchandise was not received by the cardholder.
Cardholder was charged prior to merchandise being shipped or merchandise was
not received by agreed upon delivery date or location.
Cardholder received merchandise that was defective, damaged, or unsuited for
the purpose sold, or did not match the description on the transaction
documentation/verbal description presented at the time of purchase.
Cardholder paid with an alternate means and their card was also billed for the
same transaction.
Cardholder canceled service or merchandise and their card was billed.
Cardholder billed for a transaction that was not part of the original transaction
document.
Cardholder claims to have been sold counterfeit goods.
Cardholder claims the merchant misrepresented the terms of sale.
Recommendations to reduce such risk of chargeback
provide Services or Merchandise as agreed upon and described to the cardholder;
clearly indicate the expected delivery date on the sales receipt or invoice.
contact the cardholder in writing if the merchandise or service cannot be provided
or is delayed, and offer the cardholder the option to cancel if your internal policies
allow.
if the cardholder received defective merchandise or the merchandise received was
not as described; resolve the issue with the cardholder at first contact.
if the merchandise is being picked up by the cardholder, have them sign for the
merchandise after inspecting that it was received in good condition.
do not charge the cardholder until the merchandise has been shipped, according
to the agreed upon terms, and a signed Proof of Delivery from the cardholder is
obtained.
if unable to provide services or merchandise, issue a credit to the cardholder in a
timely manner.
accept only one form of payment per transaction. Ensure the cardholder is only
billed once per transaction.
do not bill cardholder for loss, theft or damages unless authorized by the
cardholder.
ensure that a description of the service or merchandise provided is clearly defined.
Chargebacks due to processing errors
Description
Error was made when transaction was processed or it was billed incorrectly.
Likely scenario
the transaction was not deposited within the payments organization specified
timeframe.
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American Express: You may request a chargeback reversal if the chargeback was
applied in error, provided that (i) you have responded to the original inquiry within
the specified timeframe set out in your dispute notification, and (ii) you have
provided all supporting documentation to substantiate the error.
Alipay: Refer to appendix 5.
Chargeback reasons
The following section outlines the most common types of chargebacks. This list is
not exhaustive. Within each group, we have included recommendations on how to
reduce the risk of chargebacks. These are recommendations only, and do not
guarantee that you will eliminate chargebacks.
Chargebacks due to authorization
Description
Proper authorization procedures were not followed and valid authorization was not
obtained.
Likely scenario
authorization not obtained.
authorization was declined.
transaction processed with an expired card and authorization was not obtained.
transaction processed with an invalid account number and authorization was not
obtained.
Card Recovery Bulletin (CRB) or Exception File was not checked (transactions
below floor limit).
Recommendations to reduce risk of chargeback
obtain valid authorization on the day of the transaction.
if you receive the following responses:
decline - request another form of payment from the cardholder;
referral - follow the voice procedures to obtain a valid authorization;
“Pick-up” - this means that the card issuing bank is asking for the card to be
returned
you must not accept the card for payment and, in addition, you may retain the
card and send it to us so that we can arrange for its return to the card issuing
bank.
you must not exceed any predetermined thresholds for specific POS device types
as specified by each payments organization.
you must ship goods within the timeframe set out in section 20, after you have
obtained authorization.
Chargebacks due to cancellation and returns
Description
Credit was not processed properly or the cardholder has canceled or returned items.
Likely scenario
Cardholder received damaged or defective merchandise.
Cardholder continued to be billed for canceled recurring transaction.
Credit transaction was not processed.
Recommendations to reduce risk of chargeback
issue credit to the cardholder on the same account as the purchase in a timely
manner.
do not issue credit to the cardholder in the form of cash, check or in-store
/merchandise credit as we may not be able to recoup your funds if the transaction
is charged back.
for recurring transactions ensure customers are fully aware of the conditions:
cancel recurring transactions as soon as notification is received from the
cardholder or as a chargeback, and issue the appropriate credit as needed to the
cardholder in a timely manner; and
notify the cardholder within 10 days (domestic) and 15 days (international) in
advance of each billing, to allow the cardholder time to cancel the transaction.
provide proper disclosure of your refund policy for returned/canceled merchandise,
or services to the cardholder at the time of transaction. Card present, cardholder
signed the sales draft containing disclosure.
if applicable, the words “NO EXCHANGE, NO REFUND,” etc. must be clearly
printed in 1/4-inch lettering on the sales draft:
Ecommerce, provide disclosure on your website on the same page as check out.
Require the cardholder to click to accept prior to completion.
Card Not Present, provide the cancellation policy at the time of the transaction.
for any Travel & Entertainment (T&E) transaction, provide cancellation numbers to
cardholders when the services are canceled.
ensure delivery of the merchandise or services ordered to the cardholder.
participate in recommended fraud mitigation tools.
Chargebacks due to fraud
Description
Transactions that the cardholder claims are unauthorized; the account number is no
longer in use or is fictitious, or the merchant was identified as “high risk.”
NOTE: For Visa transactions, to ensure that you preserve your chargeback rights,
you must:
complete a retrieval request and provide a sales slip that contains all required data
elements; and
respond to all retrieval requests with a clear legible copy of the transaction
document that contains all required data elements within the specified timeframe.
Likely scenario
multiple transactions were completed with a single card without the cardholder’s
permission.
a counterfeit card was used and proper acceptance procedures were not followed.
authorization was obtained; however, full track data was not transmitted.
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GenCP-WF-2602_PG_02.28.23 13
have “valid from” (effective) and “valid thru” (expiration) dates consistent with the•the cardholder was issued a credit draft. However, the transaction was processed•
have “valid from” (effective) and “valid thru” (expiration) dates consistent with the
sale date?
We also recommend that you are vigilant for any cardholder who behaves as
follows, specifically in relation to prepaid cards:
frequently makes purchases and then returns the goods for cash;
uses prepaid cards to purchase other prepaid cards;
uses large numbers of prepaid cards to make purchases.
Gift Cards, jewelry, video, stereo, computer and camera equipment, shoes and
men’s clothing are typically fraud-prone because they can easily be resold. Also be
suspicious of high dollar amounts and transactions with more than one fraud-prone
item, (for example, two laptops, three gold chains, etc.).
Part III
In this part of the guide you’ll find helpful information about what to do if a card is left
at your business, how long you must retain copies of records, how to return
equipment and important transaction timeframes. This is also where you’ll find
additional guidelines for specific industries including:
Lodging
Vending machines
Travel & Entertainment
Telecommunications
Restaurants
Petroleum
If you’d like additional information about anything you’ve read in Your Payments
Acceptance Guide, please contact Customer Service.
17. Lost/Recovered Cards
If a card is left behind and remains unclaimed, you should call the appropriate
payment organization’s Customer Service team via the number below and they will
instruct you on how to handle it:
18. Retention of Records
You must securely retain legible copies of all sales drafts and credit drafts or any
other transaction records for the following periods:
Mastercard,Visa, and STAR: 13 months from the transaction date. 5 years for
healthcare sales drafts and credit drafts.
Discover Network: the longer of (i) 365 days or (ii) the resolution of any pending or
threatened disputes, claims, disagreements or litigation involving the card
transaction. You must also keep images or other copies of sales drafts for no less
than 3 years from the date of the Discover Network transaction.
PayPal: the longer of (i) (A) 1 year from the transaction date, or (B) if the transaction
date was subject to dispute, 2 years from the transaction date or (ii) the time period
required by applicable law.
American Express: 24 months from the date on which you submitted the sales
draft or credit draft to us. You must provide all sales drafts and credit drafts or other
transaction records requested by us within the shortest time limits established by
payment organization rules.
19. Return of Equipment
To return point of sale (POS) equipment that you do not own, you must call
Customer Service for the address of the location to send the device.
You must include the following information in the shipping box:
your name, address and phone number;
the name of the person to contact if there are any questions;
your merchant identification number; and
the serial number of the POS device (found on the underside of the POS device).
You must return the POS device in a manner that can be tracked.
20. Timeframes
Authorizations
A positive (approved) authorization response remains valid for:
seven (7) days for Mastercard electronic processed transactions;
ten (10) days for Visa, Discover, and STAR electronic processed transactions
subject to the following exception:
thirty (30) days for Visa, Discover and PayPal, twenty (20) days for STAR for the
following Industries:
car rental;
airline and passenger railway;
lodging;
other Travel & Entertainment (T&E) categories.
seven (7) days for American Express electronic processed transaction subject to
the following exception:
thirty (30) days for the Travel & Entertainment (T&E) industries.
Delayed deliveries
If delivery is more than:
7 days (Mastercard, Visa, American Express, and STAR transactions); or
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1-877-569-1113PayPal
1-800-992-3404AMEX
1-800-DISCOVER
(1-800-347-2683)
Discover
1-800-826-2181Mastercard
1-800-336-8472Visa
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•the cardholder was issued a credit draft. However, the transaction was processed
as a sale.
the transaction was to be processed in a currency other than the currency used to
settle the transaction.
the account number or transaction amount used in the transaction was incorrectly
entered.
a single transaction was processed more than once to the cardholder’s account.
the cardholder initially presented the card as payment for the transaction.
However, the cardholder decided to use an alternate form of payment.
a limited amount or self-service terminal transaction was processed for an amount
over the pre-determined limit.
Recommendations to reduce risk of chargeback
process all transactions within the payments organization specified timeframes.
ensure all transactions are processed accurately and only one time .
if a transaction was processed more than once, immediately issue voids,
transaction reversals or credits.
ensure that credit transaction receipts are processed as credits and sale
transaction receipts are processed as sales.
ensure all transactions received a valid authorization approval code prior to
processing the transaction. Also obtain a legible magnetic swipe, dipped, tapped
or waved sales draft that is signed.
do not alter transaction documentation or make any adjustments unless the
cardholder has been contacted and agrees to modifications of the transaction
amount.
ensure limited amount, self-service and automated fuel dispenser terminals are set
properly to conform to the predetermined limits.
Chargebacks due to non-receipt of information
Description
Failure to respond to a retrieval request or the cardholder does not recognize the
transaction.
Likely scenario
the transaction documentation was not provided to fulfill the retrieval request.
the retrieval request was fulfilled with an illegible sales draft or was an invalid
fulfillment (incorrect sales draft or the sales draft did not contain required
information that may include signature if you are not participating in the No
Signature Required program).
the cardholder does not recognize or is unfamiliar with the transaction due to the
merchant name or location not matching the name or location where the
transaction took place.
Recommendations to reduce such risk of chargeback
provide a clear and legible copy of the sales draft that contains all required data
elements within the required timeframe that is specified on the retrieval request.
ensure that the most recognizable merchant name, location and customer service
phone number is provided on all transactions.
retain copies of all transaction documentation for the required timeframe that is
specified by each payments organization.
develop efficient methods to retrieve transaction documentation to maximize ability
to fulfill requests.
16. Suspect/Fraudulent Transactions
If the card being presented or the behavior of the person presenting the card
appears to be suspicious or you otherwise suspect fraud, you must immediately call
the Voice Authorization Center and ask to speak to a Code 10 operator. Answer all
their questions and follow their instructions.
While not proof that a transaction is fraudulent, the following are some suggestions
to assist you in preventing fraudulent transactions that could result in a chargeback:
Does the cardholder:
appear nervous/agitated/hurried?
appear to be making indiscriminate purchases (for example, does not care how
much an item costs, the size, etc.)?
make purchases substantially greater than your usual customer (for example, your
average transaction is $60, but this transaction is for $360)?
insist on taking the merchandise immediately (for example, no matter how difficult
it is to handle, is not interested in free delivery, alterations, etc.)?
appear to be purchasing an unusual amount of expensive items or the same
items?
take an unusual amount of time to sign the sales draft, or look at the back of the
card as he signs?
take the card from a pocket instead of a wallet?
repeatedly come back, in a short amount of time or right before closing time, to
make additional purchases?
cause an unusual, sudden increase in the number and average sales transactions
over a one-to three-day period?
tell you he has been having some problems with his card issuing bank and request
that you call a number (that he provides) for a “special” handling or authorization?
have a previous history of disputed charges?
place orders to be shipped to an address other than the billing address, or use
anonymous/free email domains?
place orders sent to zip codes or countries where you show a history of fraudulent
claims?
Does the card:
have characters the same size, height, style and all within alignment?
appear to be re-embossed (the original numbers or letters may be detected on the
back of the card)?
have a damaged hologram?
have a Magnetic Stripe on the back on the card?•
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GenCP-WF-2602_PG_02.28.23 14
and service charges; and (iv) other miscellaneous charges as dictated byAfter the initial authorization request, you must reverse the authorization for the•
and service charges; and (iv) other miscellaneous charges as dictated by
experience.
if an authorization request is declined, no charges occurring after that date will be
accepted for that cardholder.
you do not need to obtain a final authorization if the total sum of charges (the final
amount) does not exceed 20% of the previously authorized charges. You must
record the dates, authorized amounts, and their respective authorization approval
codes on the sales draft(s).
Merchants operating vending machines
For Mastercard, if you are operating vending machines under MCC 5499
(Miscellaneous Food Stores-Convenience Stores, Markets, Specialty Stores), you
need not provide a receipt at the time a transaction is conducted. However, if a
vending machine cannot provide a printed receipt, you must disclose and post
instructions advising cardholders how a receipt may be obtained.
Telecommunication service providers
You must contact Customer Service for approval and further instructions, rules and
requirements before conducting telecommunication transactions.
Telecommunication card sales occur when a telephone service provider is paid
directly using a card for individual local or long-distance telephone calls, with the
exception that prepaid telephone service cards are not and do not give rise to
telecommunication card sales.
The petroleum industry
For Visa, Mastercard, STAR, American Express, Discover, PayPal, and Alipay
transactions, merchants operating in the petroleum industry that conduct card sales
at Automated Fuel Dispensers (AFDs), may submit an authorization request for $1
to verify the validity of the card presented. Under such circumstances, you must
submit an authorization advice
message for the actual amount of the card sale within 60 minutes of completion of
fuel delivery regardless of whether you previously received a partial authorization
response or a positive authorization response for any other amount. If you do not
complete the card sale following receipt of an approved authorization response for
any amount, a request to cancel the authorization request must be submitted within
60 minutes of the completion of fuel delivery.
APPENDICES
APPENDIX 1
ADDITIONAL PROVISIONS FOR WEX AND VOYAGER
WEX cards
If you participate in the WEX Full Service program, the following terms and
conditions will apply:
DO’S
do provide, at your own expense, all equipment necessary to permit the electronic
acceptance of the WEX cards, including the operation and maintenance of the
equipment, telecommunication link, and provision of all networking services.
do include in any request for authorization the following information:
WEX cardholder account number,
vehicle number,
card expiration date,
driver identification number,
the amount of the transaction,
the date and time of the transaction,
the quantity of goods sold, unit price, and product code (the “authorization
Request Data”),
an authorization number or other approval code from WEX for all manual WEX
card sales (in other words, sales facilitated by a card imprinter).
do ensure that the product detail of each transaction is accurate including:
the type of goods sold,
quantity of goods sold,
unit price/price per gallon (if applicable),
taxes, and
any coupons presented.
do ensure that the product detail outlined equals the total amount of the sale when
calculated (in other words, product quantity x unit price must equal the product
amount. The sum of all product amounts including taxes minus any coupons must
equal the total transaction amount).
do complete a WEX card sale only upon the receipt of an authorization approval
message.
do provide a copy of the receipt for a WEX card sales, upon the request of the
cardholder, to the extent permitted by applicable law. The receipt must not include
the full account number or driver identification number.
do require the cardholder to sign a receipt when a WEX card sale is not completed
by an island card reader.
do take all commercially reasonable efforts to protect manual WEX card sales data
from fraud or misuse.
do securely maintain a record of all WEX card sales (including the authorization
request data) for a period of one year. You must produce such records upon the
reasonable request of WEX.
do notify us of any errors contained in a settlement report within 45 days of receipt
of such report. We will not accept reprocessing requests for WEX transactions
older than 90 days.
do allow WEX to audit records, upon reasonable advance notice, related to the
WEX Full Service.
do retransmit WEX card sales data when reasonably requested to do so.
DON’TS
Don’t submit a WEX card sale for processing unless a WEX card is presented at
the time of the sale.
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After the initial authorization request, you must reverse the authorization for the
unprocessed portion and obtain a new authorization for the remaining amount
before delivery.
Refunds
You must submit all credit transactions to us within 5 days of determining that a
credit is due.
21. Additional Provisions for Specific Industries
Merchants in the lodging industry
There are additional rules and requirements that apply to merchants in the lodging
industry for practices including guaranteed reservations and charges for no shows,
advance deposits, overbookings, and priority checkout. If you are a lodging
merchant and wish to participate in the payment organization lodging services
programs, please contact your sales representative or relationship manager for
details and the appropriate payments organization requirements.
You must provide the cardholder with written confirmation of a guaranteed
reservation. The confirmation must contain:
cardholder’s name as it appears on the card, if present;
card number, truncated where required by applicable law to you or us and card
expiration date if present, unless prohibited by applicable law to you or us;
reservation confirmation number;
anticipated arrival date and length of stay;
the cancellation policy in its entirety, inclusive of the date and time the cancellation
privileges expire; and
any other pertinent details related to the reserved accommodations.
If a cardholder requests a cancellation in accordance with your cancellation policy
and specified time frames, you must provide the cardholder with a cancellation
number and instructions to retain a record of it.
If a cardholder requests a written confirmation of the cancellation, you must provide
this confirmation to the cardholder within 3 business days of such request. For the
purposes of this section, a “business day” means Monday through Friday, excluding
Bank holidays.
The cancellation confirmation must contain:
the cardholder’s reference that charges were placed on the card, if applicable, or a
guarantee that a “no-show” charge will not be placed on the card;
the cardholder’s name as it appears on the card, if present;
the card number, truncated as required by applicable law to you or us;
the card expiration date, if present, unless prohibited by applicable law to you or
us;
the reservation cancellation number;
the date of cancellation;
the name of your employee that processed the cancellation; and
any other pertinent information related to the reserved accommodations.
Pre-authorization for Travel & Entertainment (T&E) and restaurant merchants
If you are a business engaged in providing travel and entertainment services (for
example, car rentals, hotels, motels, etc.) or a restaurant business, and engage in
the practice of “pre-authorization” you must comply with the following general
procedures:
a hotel, motel, or car rental merchant may obtain an estimated authorization at the
time of check-in.
restaurants must not add an estimated tip amount to the authorization request
beyond the value of the goods provided, or services rendered, plus any applicable
tax.
you must notify the cardholder of the dollar amount you intend to “Pre-Authorize”.
if the customer decides to use another form of payment (for example, cash, check,
etc.) you must promptly call the Voice authorization Response Unit to delete the
authorization hold. Provide the cardholder’s account number, original dollar
amount and date of the transaction, and the authorization code. If a new
transaction takes place, a new signed sales draft for the exact amount and a new
authorization code for that amount must be obtained.
VEHICLE RENTAL PROVIDERS MAY NOT INCLUDE POTENTIAL VEHICLE
DAMAGE OR INSURANCE DEDUCTIBLES IN ANY PREAUTHORIZATIONS.
if you receive a decline on a transaction, you must wait 24 hours before attempting
to reauthorize. If you reauthorize prior to this time frame and receive an approval,
you may be subject to a chargeback and a fine imposed by the payments
organizations.
hotels, motels, and car rental merchants are allowed up to a 15% variance above
the amount authorized. If the final amount charged to the cardholder exceeds the
original estimate by more than 15% above the preauthorization, you must
authorize any additional amounts, and all incremental authorization codes must be
written in the authorization area along with the date of authorization and the
amount authorized.
pre-authorization for certain establishments services, are allowed up to a 20%
(instead of 15%) variance above the amount authorized. If the final amount
exceeds the amount “preauthorized” by more than 20%, you must authorize the
additional amount. Estimating the authorization amount to include a tip is
prohibited. The authorization request must include only the amount associated
with the bill presented to your customer.
you must obtain an authorization for the initial estimated charges and then monitor
the charges to ensure that the actual charges made do not exceed the estimated
charges. If the actual charges exceed the amount of the initial estimated
authorization (and any subsequent estimated authorizations), then you must
secure a positive authorization for the additional amount. Subsequent
authorizations must only be for the additional amount of total charges, and must
not include any amounts already authorized.
the estimated amount of any pre-authorization for lodging accommodations must
be based on (i) the intended length of stay; (ii) the room rate; (iii) applicable taxes
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For additional guidelines on the use of the American Express marks, please contactDon’t accept a WEX card if an expired card / decline message is received.•
For additional guidelines on the use of the American Express marks, please contact
Customer Service.
Treatment of American Express cardholder Information
Any and all cardholder information is confidential and the sole property of the card
issuing bank, American Express or its affiliates. Except as otherwise specified, you
must not disclose cardholder Information, nor use nor store it, other than to facilitate
transactions at your establishments in accordance with the terms on which you are
authorized to accept American Express cards.
Authorization for Card Not Present transactions
If you process a Card Not Present transaction you must obtain the following
information:
the card number;
the card expiration date;
the cardholder’s name as it appears on the card;
the cardholder’s billing address; and
the delivery address if different from the billing address. In addition, for Internet
transactions you must:
use any separate merchant identification numbers (Seller ID) established for your
Internet orders in all of your requests for authorization and Submission of charges;
provide us with at least one (1) month’s prior written notice of any change in your
Internet address; and
comply with any additional requirements that American Express provides from
time to time.
American Express has the right to chargeback for any Card Not Present transaction
that the cardholder denies making or authorizing. However, American Express will
not chargeback for any Card Not Present transaction based solely upon a claim by a
cardholder that he or she did not receive the disputed goods if you have:
verified the address to which the goods were shipped was the cardholder’s full
billing address; and
provided proof of delivery signed by the cardholder or an authorized signer of the
card indicating the delivery of the goods or services to the cardholder’s full billing
address.
American Express will not be liable for actual or alleged fraudulent transactions over
the Internet and will have the right to chargeback for those charges.
If a disputed transaction arises involving a card not present transaction that is an
Internet electronic delivery transaction, American Express may exercise a
chargeback for the full amount of the transaction and place you in any of its
chargeback programs.
Charge records (also known as ‘sales drafts’)
For each transaction submitted:
electronically - you must create an electronically reproducible charge record; and
on paper - you must create a charge record containing all of the following required
data:
full card number and expiration date, and if available, cardholder name;
the date the transaction was incurred;
the amount of the transaction, which must be the total price for the purchase of
goods and services (plus applicable taxes and gratuities) purchased on the card;
the authorization approval;
a clear description of the goods and services purchased by the cardholder;
the words “No Refunds” if you have a no refund policy, and your return and
cancellation policies; and
the cardholder’s signature (if a Card Present transaction and you are not
participating in the No Signature Program), or the words “telephone order,” “mail
order,” “Internet Order,” or “signature on file,” as applicable (if a Card Not
Present transaction).
In the charge record (and a copy of the customer’s receipt) you must:
include your return and cancellation policies; and
mask truncated card number digits with replacement characters such as “x,” “*” or
“#,” and not blank spaces or numbers.
If the cardholder wants to use more than one card for payment of a purchase, you
may create a separate charge record for each card used. However, if the cardholder
is using a single card for payment of a purchase, you must not divide the purchase
into more than one transaction, and you must not create more than one charge
record.
Refunds
To issue a refund you must:
compare the last four digits on the charge record against the card presented
(when applicable);
issue the credit in the currency in which the original transaction was submitted to
us; and
issue the credit to the card used to make the original purchase. If the credit is for
the return of a gift by someone other than the cardholder who made the original
purchase, you must apply your usual refund policy.
If the cardholder indicates that the card on which the purchase was originally made
is no longer active or available:
for all cards except prepaid cards - advise the cardholder that you must issue the
credit to that card; and if the cardholder has questions, advise him or her to call
the customer service number on the back of the card in question; and
for prepaid cards, do apply your usual refund policy for returns.
In the credit draft delivered to the cardholder you must mask truncated card number
digits with replacement characters such as “x,” “*” or “#,” and not blank spaces or
numbers.
Your refund policy for card transactions must be at least as favorable as your refund
policy for purchases made with other payment products or other payment methods.
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Don’t accept a WEX card if an expired card / decline message is received.
Don’t submit a WEX card sale for processing until the goods have been delivered
or services performed.
Don’t accept a WEX card if it appears to be invalid or expired or there is
reasonable belief that the WEX card is counterfeit or stolen.
Don’t divide the price of goods and services purchased in a single WEX card sale
among two or more sales receipts.
Don’t permit a WEX card sale when only partial payment is made by use of the
WEX card and the balance is paid with another bank card.
Don’t remove fuel tax at the point of sale is not permitted. For all payment system
product codes that are taxable, the transaction dollar amount and price per gallon
(PPG) must
contain the sum of the fuel cost and PPG inclusive of all applicable Federal, State,
County, Local and other fuel taxes.
You acknowledge and agree that your sole remedies with respect to the WEX Full
Acquiring services will be against us and not WEX, except to the extent that WEX
knows of any fraud related to the WEX cards and fails to provide notice of such
fraud or WEX commits fraud in respect to the WEX Full Acquiring Services.
Voyager cards
You must check Fleet Cards for any printed restrictions at the point of sale.
You must establish a fair policy for the exchange and return of merchandise.
You must promptly submit credits to us for any returns that are to be credited to a
Voyager cardholder’s account.
You must not give any cash refunds to any Voyager card holder in connection with
a sale, unless required by law.
In addition to the information set out in Section 12 (Sales Drafts), you must include
the following information on a single page document constituting the sales draft for
Voyager transactions:
all authorization request data for Voyager card sales must include the following:
Voyager cardholder account number,
card expiration date,
driver identification number; and
the amount of the transaction, date and time of the transaction,
quantity of goods sold, unit price, and product code (the “Authorization Request
Data”).
all manual Voyager card sales (in other words, sales facilitated by a card imprinter)
must include:
the Authorization Request Data,
an authorization number or other approval code from Voyager,
the type of goods sold, quantity of goods sold, unit price/price per gallon (if
applicable), taxes, and
any coupons presented within the product.
the product detail outlined must equal the total amount of the sale when
calculated, in other words:
product quantity x unit price must equal product amount.
the sum of all product amounts including taxes minus any coupons must equal
the total transaction amount.
You must not remove fuel tax at the point of sale. For all payment system product
codes that are taxable, transaction dollar amount and price per gallon (PPG) must
contain the sum of the fuel cost and PPG inclusive of all applicable Federal, State,
County, Local and other fuel taxes.
If there is an increase of 15% or more compared to the previous month in the
number of Voyager transaction authorization calls that are not due to our or Voyager
system outages, we may, at our discretion, deduct telephone charges from the
settlement of your Voyager transactions. Fees will not exceed $0.25 per call.
Settlement of Voyager transactions will generally occur by the fourth banking day
after we process the applicable card transactions. We will reimburse you for the
dollar amount of sales you submit for a given day, reduced by the amount of
chargebacks, tax exemptions, discounts, credits, and the fees set out in the
Agreement You must notify us of any errors contained with the settlement reports
within 30 calendar days of receipt of such report. Neither we nor Voyager will be
required to reimburse you for sales submitted more than 60 calendar days from the
date of purchase.
For daily transmission of sales data, you must securely maintain true and complete
records for a period of not less than 36 months from the date of the generation of
the data. You may store records on electronic media, if secure. You are responsible
for the expense of retaining sales data records and sales drafts.
APPENDIX 2
ADDITIONAL PROVISIONS FOR AMERICAN EXPRESS TRANSACTIONS
For merchants participating in the American Express OptBlue Program, you should
review the operating guide made available to you at www.americanexpress.com
./merchantopguide
Treatment of the American Express marks
Whenever payment methods are communicated to customers, or when customers
ask what payments are accepted, you must indicate your acceptance of the
American Express card and display the American Express marks (including any
card application forms provided to you) as prominently and in the same manner as
any other payment products.
You must not use the American Express marks in any way that injures or diminishes
the goodwill associated with the mark, nor (without our prior written consent)
indicate that American Express endorses your goods or services.
You must only use the American Express marks as permitted. You must cease
using the American Express marks upon termination of your acceptance of
American Express cards.
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GenCP-WF-2602_PG_02.28.23 16
then take the cheque and fold up the bottom right-hand corner so that you canIf you issue a credit, American Express will not refund the discount or any other fees
then take the cheque and fold up the bottom right-hand corner so that you can
compare the original signature with the new one.
if the signatures are not the same, or you have any questions regarding the
validity of the cheque, call Customer Service.
if you suspect that the travelers cheque may be fraudulent, verify that the cheque
is authentic by:
performing the smudge test. Turn the cheque over (non-signature side). Wipe a
moistened finger across the denomination.
on the right side of the cheque, the ink should not smudge.
on the left side of the cheque, the ink should smudge.
obtaining online Authorization at .www.americanexpress.com/verifyamextc
You are not required to obtain authorization before accepting a travelers cheque.
High CV Merchants
You acknowledge that you will be converted from the American Express US
Enhanced Acquisition Program to a direct card acceptance relationship with
American Express if and when you become a ‘High CV Merchant’ in accordance
with the American Express Card Organization Rules. As part of this
acknowledgment you agree that upon conversion: (i) you will be bound by American
Express’ then-current agreement for card acceptance; and (ii) American Express will
set pricing and other fees payable by you for card acceptance.
A “High CV Merchant” is a Program Merchant with Estimated Annual Charge
Volume (ECV) of greater than (i) United States currency (USD) $1,000,000 in the
United States excluding Puerto Rico and the U.S. Virgin Islands or (ii) USD
$1,000,000 in Puerto Rico and the U.S. Virgin Islands. Where a Program Merchant
Prospect has more than one Establishment, then the ECV of (i) all Establishments
operated under the same tax identification number (TIN) in a region shall be
aggregated or (ii) all Establishments operated under different TINs but as a unified
business enterprise in a region shall be aggregated. For clarification purposes, a
'unified business enterprise' shall include Establishments that are owned, operated,
or affiliated to a single business entity.
Marketing opt-outs
You agree that when providing your contact information to us that you may receive
messages from American Express, including important information about American
Express products, services, and resources available to your business. These
messages may be sent to the mailing address, phone numbers, email addresses or
fax numbers that you provide. If you provide a wireless phone number, you agree
that you may be contacted at that number and the communications sent may
include autodialed short message service (SMS or “text”) messages or automated
or pre-recorded calls. If you provide a fax number, you agree that you may be sent
fax communications. American Express may otherwise use and share your
information for business purposes and as permitted by applicable law. American
Express uses reasonable administrative, technical and physical security measures
to protect your information consistent with the sensitivity of the information.
You may opt out of newsletters or messages about products, services and
resources for different forms of communications by contacting us, via inbound
telephone, email, facsimile, website and any other means identified by us, or by
exercising the opt-out options that may be described or offered in emails, SMS
messages, faxes or other communications. If you opt out, you may still receive
messages from American Express regarding services and programs designed to
enhance the value of the American Express Network.
Protecting American Express Card Member Information
These merchant data security requirements apply to all of your equipment, systems,
and networks on which encryption keys, cardholder data and/or sensitive
authentication data are stored, processed, or transmitted.
Standards for protection of cardholder data and sensitive authentication data
You must, and you must ensure that all of your employees, agents, representatives,
subcontractors, processors, service providers, providers of point-of-sale equipment
or systems or payment processing solutions, and any other party to whom you may
provide card member information access, will:
store American Express cardholder data only to facilitate transactions for your
acceptance of American Express cards;
comply with the current version of the PCI DSS, no later than the effective date for
implementing that version; and
use, when deploying new or replacement PIN entry devices or payment
applications (or both), only those that are PCI-approved.
You must protect all charge records and credit records retained in accordance with
these data security provisions.
You must use these records only for purposes of your acceptance of American
Express cards and you must safeguard the records accordingly.
Data incidents
If you discover a data incident, you must:
notify us immediately and in no case later than 24 hours after such discovery;
conduct a thorough forensic investigation of each data incident; this must be
conducted by a PCI forensic investigator (PFI) if the data incident involves 10,000
or more unique card numbers (or otherwise at our request);
promptly provide to us all compromised card numbers and the forensic
investigation report of the data incident;
work with us to rectify any issues arising from the data incident, including
consulting with us about your communications to card members affected by the
data incident and providing (and obtaining any waivers necessary to provide) to us
all relevant information to verify your ability to prevent future data incidents; and
at our request, provide validation by a qualified security assessor (QSA) that the
deficiencies have been remediated.
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If you issue a credit, American Express will not refund the discount or any other fees
or assessments previously applied on the corresponding transaction. The discount
on chargebacks will not be refunded.
Fraud mitigation tools
American Express offers fraud mitigation tools for both Card Present and Card Not
Present transactions to help verify that a transaction is valid. These tools help you
mitigate the risk of fraud at the point of sale, but are not a guarantee that a
transaction is in fact valid or bona fide, or that you will not be subject to a
chargeback. For optimal use of the tools, please visit American Express’ Fraud
Prevention Information at: .www.americanexpress.com/fraudinfo
Recurring transactions
For recurring transactions you must offer the cardholder the option to receive written
notification for the recurring transaction(s) at least (10) ten days prior to submitting,
or any time the transaction amount exceeds a maximum amount that has been set
by the cardholder. You must clearly and conspicuously disclose all material terms of
the option, including, if applicable, the fact that recurring billing will continue until the
option is canceled by the cardholder. If the material terms of the option change after
submission of the first recurring transaction, you must promptly notify the cardholder
in writing of such change and obtain the cardholder’s express written consent to the
new terms prior to submitting another recurring transaction.
For recurring transactions you must:
periodically verify with cardholders that their information (for example, card
number, expiration date, billing address) is still accurate. This will improve the
likelihood of obtaining an approval to an authorization request;
retain evidence of consent to receive updated card account information from the
card issuing bank for 24 months from the date you submit the last recurring
transaction.
ensure that your process for cancellation of recurring transactions is simple and
expeditious; and
within 24 hours of incurring the first recurring billing transaction, provide the
cardholder written confirmation (for example, email or facsimile) of such
transaction, including all material terms of the option and details of your
cancellation/refund policy.
If your recurring transaction amounts vary, you must offer the cardholder the right to
receive written notification of the amount and date of each recurring transaction:
at least ten (10) days before submitting each transaction; or
whenever the amount of the transaction exceeds a maximum recurring transaction
amount specified by the cardholder.
For more information about processing prepaid cards:
call the customer service number on the back of the card in question; or
see American Express Card Organization Rules regarding “additional
authorization requirements.”
No Signature Required program
You may participate in the No Signature Required program under which you are not
required to request a signature from cardholders on the transaction record provided
that:
your business is classified in an industry that accepts in-person charges, with the
exception of the following categories:
Merchants who do not conduct in-person charges (in other words, Internet, mail
order or telephone order).
prohibited merchants or prohibited transactions (or both) as defined in American
Express Card Organization Rules regarding “risk evaluation.”
high-risk Merchants (for example, Internet electronic services or nightclubs
/lounges) as defined in American Express Card Organization Rules regarding
“high risk merchants.
Merchants placed in our Fraud Full Recourse program. See American Express
Card Organization Rules regarding “chargeback programs”.
in relation to the transaction:
the transaction amount must meet the threshold established in American
Express’ country specific policy.
the transaction must include the appropriate indicator to reflect that the card and
the Cardholder were present at the point of sale.
the transaction must include a valid approval.
Under the American Express No Signature Required program, chargebacks will not
be exercised for such charges based solely on your failure to obtain the cardholder’s
signature at the point of sale.
If a disproportionate number of disputed charges under the No Signature Required
Program occur, you must cooperate to reduce the number of disputed charges. If
such efforts fail, you may be placed in American Express chargeback programs, or
your participation in the No Signature Required Program may be modified or
terminated.
Travelers cheques
Travelers cheques are available in various denominations and currencies. The
denominations in US dollars range from $20 to $1000.
You must exercise caution when presented with a travelers cheque in a
denomination of $500 or greater. The higher denominated travelers cheques are
rarely sold, and so more likely to be counterfeit.
To accept a travelers cheque, watch your customer countersign in the lower left
corner of the travelers cheque, and compare the countersignature to the signature in
the upper left corner of the travelers cheque.
if the signature and countersignature are a reasonable match (they look alike, but
may not be identical), you may accept the cheque and there is no need to obtain
any identification.
if you suspect that the countersignature may be false, or you did not watch the
customer countersign, ask your customer to turn the cheque over and sign again
across the left-hand side (in the same manner one typically endorses a check);
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Step 3 - Send the validation documentation to ParticipantForensic investigation reports must:
Step 3 - Send the validation documentation to Participant
Compliance and validation are completed at your expense. By submitting validation
documentation to us, you represent and warrant to us that you are authorized to
disclose the information contained in it and are providing the validation
documentation without violating any other party’s rights.
Merchants not compliant with PCI DSS
If you are not compliant with the PCI DSS, then you must:
complete and submit an AOC including “Part 4. Action Plan for Non-Compliant
Status” to us;
designate a remediation date, not to exceed twelve (12) months following the date
of the AOC, for achieving compliance; and
provide us with periodic updates of your progress toward remediation under the
“Action Plan for Non-Compliant Status.”
Non-validation fees and termination of right to accept cards
We have the right to impose non-validation fees on you and terminate your right to
accept cards if you do not fulfill these requirements or fails to provide the mandatory
validation documentation to us by the applicable deadline.
We will notify you separately of the applicable deadline for each annual and
quarterly reporting period. If we do not receive your mandatory validation
documentation, then we have the right to terminate your right to accept cards and to
impose non-validation fees on you.
Periodic validation of level EMV merchants
Your merchant level may be classified as EMV if you submit 50,000 (or more)
American Express card transactions per year, of which at least 75% are made by
the card member with the physical card present at a point of sale system compliant
with EMV specifications and capable of processing contact and contactless
transactions on a chip-enabled device.
If you are classified as merchant level EMV, you may submit the annual EMV
attestation (AEA) instead of other validation documentation, in which case you must
submit the AEA annually to us. Even if you fall into merchant level 1 or 2, if you are
classified as merchant level EMV, you only need to submit the AEA, and not the
other merchant level 1 and 2 validation documentation.
The AEA involves a process using PCI DSS requirements that allows self-
examination of your equipment, systems, and networks (and their components)
where cardholder data or sensitive authentication data (or both) are stored,
processed or transmitted.
The AEA must:
be performed by you;
be certified by your chief executive officer, chief financial officer, chief information
security officer, or principal; and
certify that you meet the requirements for merchant level EMV.
APPENDIX 3
SPECIAL PROVISIONS FOR DISCOVER NETWORK
DISCOVER NETWORK PROTOCOL FOR INTERNET TRANSACTIONS
Each Internet Discover Network card transaction accepted by you and submitted to
us shall comply with Discover Network standards, including Discover Network
standards governing the formatting, transmission and encryption of data, referred to
as the “designated protocol”.
You shall accept only those Internet Discover Network card transactions that are
encrypted in accordance with the designated protocol. As of the date of these
procedures, the designated protocol for the encryption of data is Secure Socket
Layer (SSL).
We may, at our discretion, withhold Settlement until security standards can be
verified. However, the designated protocol, including any specifications with respect
to data encryption, may change at any time upon 30 days advance written notice.
You shall not accept any Internet Discover Network card transaction unless the
transaction is sent by means of a browser that supports the designated protocol.
AUTHORIZATIONS
Card Not Present Transactions
For Discover Network Card Not Present transactions, you must also verify the name
and billing address of the Discover Network cardholder using the Address
Verification System (AVS).
Discover Network procedure for request for cancellation of authorization
If a Discover Network or PayPal card sale is canceled or the amount of the
transaction changes following your receipt of authorization for the sale, you must
process an authorization reversal via your POS Device or, for voice-approved
authorizations, call your Authorization Center directly and request a cancellation of
the authorization. An authorization may be canceled at any time within 10 days of
your receipt of the authorization, but must be canceled before the sales data relating
to the transaction is submitted to us, after which the authorization cannot be
changed. For an authorization cancellation, you must provide us with the following
information, in this order:
the Discover Network Merchant Number used in the authorization;
the card number;
the original amount of the authorization being canceled;
the new amount of the total transaction (if any);
the original authorization code for the authorization being canceled;
the expiration date of the card; and
a brief reason for the authorization cancellation.
Discover Network Cash Over Transactions
Cash over transactions are only available for Discover Network.
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Forensic investigation reports must:
include forensic reviews, reports on compliance, and all other information related
to the data incident;
identify the cause of the data incident;
confirm whether or not you were in compliance with the PCI DSS at the time of the
data incident: and
verify your ability to prevent future data incidents by providing a plan for
remediating all PCI DSS deficiencies.
American Express has the right to disclose information about any data incident to
card members, issuers, other participants on the American Express network, and
the general public as required by applicable law, by judicial, administrative, or
regulatory order, decree, subpoena, request, or other process; in order to mitigate
the risk of fraud or other harm; or otherwise to the extent appropriate to operate the
American Express network.
Periodic validation of your systems
You must take steps to validate under PCI DSS annually and quarterly the status of
your equipment, systems and networks (and their components) on which cardholder
data and sensitive authentication data are stored, processed or transmitted.
Step 1 - Enroll in a compliance program
You must submit applicable periodic validation documentation to us. Please contact
us for more information regarding data security compliance requirements.
Step 2 - Determine merchant level and validation requirements
Most merchant levels are based on the volume of transactions submitted by
establishments. You will fall into one of the merchant levels specified in the following
table:
Merchant
Level
Definition Validation
documentation
Requirement
1 2.5 million transactions or
more per year; or any
merchant that American
Express otherwise deems
a level 1 merchant
Annual on-site security
assessment report and
quarterly network scan
Mandatory
2 50,000 to 2.5 million
transactions per year
Annual self-assessment
questionnaire (SAQ) and
quarterly network scan
Mandatory
3 Less than 50,000
transactions per year
Annual SAQ and quarterly
network scan
Strongly
recommended
3-Less than 50,000
transactions per year and
designated a level 3
merchant by American
Express
Annual SAQ and quarterly
network scan
Mandatory
- As designated by American Express.
American Express may require certain level 3 merchants to enroll in American
Express’ compliance program. Such merchants must enroll no later than ninety (90)
days following receipt of such notice from us. All other level 3 merchants need not
submit validation documentation, but must comply with all other provisions of these
data security provisions.
The validation documentation which you must send to us is as follows:
Annual onsite security Annual self-assessment Quarterly network scans
This is a detailed onsite
examination of your
equipment, systems,
and networks (and their
components) where
cardholder data or
sensitive authentication
data (or both) are
stored, processed, or
transmitted.
YOU MUST:
ensure that the annual
onsite security
assessment is
performed by (i) a
QSA, or (ii) you and
certified by your chief
executive officer, chief
financial officer, chief
information security
officer or principal;
submit the AOC
section of the SAQ
annually to us, and
include copies of the
full SAQ upon request;
and
ensure that the AOC
certifies compliance
with all requirements
of the PCI DSS.
This is a process using
the PCI DSS self-
assessment
questionnaire (SAQ) that
allows self-examination
of your equipment,
systems, and networks
(and their components)
where cardholder data or
sensitive authentication
data (or both) are stored,
processed, or
transmitted.
YOU MUST:
ensure that the SAQ is
performed by you and
certified by your chief
executive officer, chief
financial officer, chief
information security
officer or principal;
submit the AOC section
of the SAQ annually to
us, and include copies
of the full SAQ upon
request; and
ensure that the AOC of
the SAQ certifies
compliance with all
requirements of the PCI
DSS.
The quarterly network
scan is a process that
remotely tests your
internet-connected
computer networks and
web servers for potential
weaknesses and
vulnerabilities.
YOU MUST:
ensure that the quarterly
network scan is
performed by an
approved scanning
vendor (ASV);
complete and submit the
ASV scan report
attestation of scan
compliance (AOSC) or
executive summary of
findings of the scan (and
copies of the full scan, on
request) quarterly to us;
ensure that the AOSC or
executive summary
certifies that (i) the
results satisfy the PCI
DSS scanning
procedures, (ii) no high
risk issues are identified,
and (iii) the scan is
passing or compliant.
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GenCP-WF-2602_PG_02.28.23 18
You may issue cash over in connection with a Discover Network card sale, provided
You may issue cash over in connection with a Discover Network card sale, provided
that you comply with the terms on which you are authorized to accept cards,
including the following requirements:
you must deliver to us a single authorization request for the aggregate total of the
goods/services purchase amount and the cash over amount of the card sale. You
may not submit separate authorization requests for the purchase amount and the
cash over amount;
the sales draft must include both the purchase amount and the cash over amount,
and you may not use separate sales drafts for the purchase amount and cash over
amount;
cash over may only be offered with a Card Present card sale that includes a
purchase of goods or services by the cardholder. You must not issue cash over as
a stand-alone transaction. If you offer cash over, you may require the total amount
of a card sale with a credit product, including cash over, to meet a minimum
transaction amount of up to $10. You must not assess or charge fees of any type
or amount, including any surcharges, on cash over transactions. You must not
include in cash over transactions any of the fees or charges applicable to cash
advances;
cash over may not be dispensed in connection with credits, cash advances, or any
card sale for which you are unable to electronically capture Track Data using the
POS device; and
the maximum amount of cash that you may issue as cash over is $100.
Cash over may not be available in certain markets. Contact us for further
information.
APPENDIX 4
SPECIAL PROVISIONS FOR PAYPAL
PAYPAL DOES NOT PERMIT THE FOLLOWING TRANSACTION TYPES:
PayPal does not permit internet (ecommerce), mail order, manually key-entered,
cash type transactions (including, cash over, cash advance or quasi cash
transactions), or international/non-U.S. currency transactions. Contact us for further
information related to these transaction types.
AUTHORIZATIONS
PayPal procedure for request for cancellation of authorization
If a PayPal card sale is canceled or the amount of the transaction changes following
your receipt of authorization for the sale, you must process an authorization reversal
via your POS Device.
PayPal Sublicense to Use PayPal Marks.
You are prohibited from using the PayPal Marks, as defined below, other than as
expressly authorized in writing by us. “PayPal Marks” means the brands, emblems,
trademarks, or logos that identify PayPal acceptance. You may use the PayPal
Marks only to promote PayPal products, offers, services, processing and
/acceptance. Your use of the PayPal Marks is restricted to the display of decals,
signage, advertising, and marketing materials provided or approved by PayPal in
writing pursuant to the process set forth in the PayPal Card Organization Rules. You
are not permitted to use the PayPal Marks in such a way that PayPal Account
Holders could believe that the products or services offered by you are sponsored or
guaranteed by the owners of the PayPal Marks. You recognize that you have no
ownership rights in the PayPal Marks.
You are not permitted to assign to any third party any of the rights to use the PayPal
Marks. You are prohibited from using the PayPal Marks, not permitted above,
unless expressly authorized in writing by PayPal.
APPENDIX 5
SPECIAL PROVISIONS FOR ALIPAY
What is Alipay
Alipay is a payment processing platform offering a variety of services to Chinese
National consumers. Alipay offers consumers the ability to make payments using
prepaid funds stored in a digital wallet account established between Alipay and the
Alipay consumer.
Alipay Services
We will process payment transactions you submit under this Agreement that are
initiated by consumers presenting their Alipay-branded electronic payment
credentials as issued by the Alipay Payment Organization at your locations that
accept Alipay.
State Restrictions
If you elect to accept Alipay services Processor may provide them to you in the
States where legally permitted.
Alipay Funding Schedule
Alipay transactions are settled and funded in China Standard Time.
Alipay recognizes certain days as Chinese National holidays which can cause
funding delays. The holidays can be as long as 5 consecutive days. Authorizations
are not impacted during these holidays.
Refunds and Transaction Adjustments
Alipay consumers have 90 days from the transaction date to request a refund. After
90 days, all refund requests will be declined. Merchants will receive notification and
will have the authority to determine if they wish to process the refund or reject the
request (in accordance with your stated policy(ies) and any applicable laws).
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GenCP-WF-2602_PG_02.28.23 19
25. Exclusivity
During the term of this Agreement, you shall use us as your exclusive provider of all
Services.
26. Fees; Adjustments; Collection of Amounts Due
In consideration of the Services provided by us, you shall be charged, and
hereby agree to pay us any and all fees set forth in this Agreement (for the purposes
of clarity, this includes the Application and any additional pricing supplements or
subsequent communications), all of which shall be calculated and payable pursuant
to the terms of this Agreement and any additional pricing supplements or
subsequent communications.
If a transaction fails to qualify for your anticipated interchange levels or you
inadvertently or intentionally accept a transaction other than the type anticipated for
your account (including a different Card type), then, as applicable to your pricing
method, you will be charged a higher interchange, Discount Rate or Non-Qualified
Interchange Fee, as well any applicable surcharge for that transaction, all as further
described in Section A.3 of Part IV of this Agreement and in the Application. With
respect to inadvertent or intentional acceptance of a transaction other than the type
anticipated for your account (including a different Card type), you will also be subject
to payment to us of our then-current transaction fee(s) with respect to such Card and
/or transaction and be liable, obligated and responsible under this Agreement for
any such transaction to the same extent as you would be if it was of a Card type
elected and approved.
For more information on Visa’s and Mastercard's interchange rates, please go to
and .www.visa.com www.mastercard.com
All authorization fees will be charged for each transaction that you attempt to
authorize. All capture fees will be charged for each transaction that you transmit to
us for settlement. If you are being billed a combined fee for both the authorization
and capture of a transaction, the authorization and capture must be submitted as a
single transaction, otherwise the authorization and the capture will each be charged
separately. You are responsible for utilizing software or services that will correctly
submit these transactions to achieve the combined billing.
The fees for Services set forth in this Agreement are based upon assumptions
associated with the anticipated annual volume and average transaction size for all
Services as set forth in this Agreement and your method of doing business. If the
actual volume or average transaction size are not as expected or if you significantly
alter your method of doing business, we may adjust your discount fee and
transaction fees without prior notice.
The fees for Services set forth in this Agreement may (a) be adjusted to reflect
increases, or new fees imposed by Payments Networks, including without limitation,
interchange, assessments and other Payments Network fees, or to pass through
increases or new fees charged to us by other Persons related to the Services, or (b)
upon 30 days' notice to you and no more than once per calendar year during the
Term, increase your fees by a percentage equal to the increase in the U.S.
Department of Labor Consumer Price Index for All Urban Consumers over the most
current published 12 month period (or equal to the increase in the nearest
comparable data on changes in the cost of living over the same time period if such
index is no longer published). All such adjustments shall be your responsibility to
pay and shall become effective upon the date any such change or addition is
implemented by the applicable Payments Network or other Person as specified in
our notice to you.
Subject to Section 31.3, we may also increase our fees or add new fees for
Services for any reason at any time, by notifying you thirty (30) days’ prior to the
effective date of any such change or addition.
If you receive settlement funds by wire transfer, we may charge a wire transfer
fee per wire.
To the extent the Automated Clearing House (“ACH”) settlement process is
used to effect debits or credits to your Settlement Account, you agree to be bound
by the terms of the operating rules of the National Automated Clearing House
Association, as in effect from time to time. You hereby authorize us to initiate credit
and debit entries and adjustments to your account through the ACH network and /or
through direct instructions to the financial institution where your Settlement Account
is maintained for amounts due under this Agreement and under any agreements
with us or our respective Affiliates for any products or services, as well as for any
credit entries in error. You hereby authorize the financial institution where your
Settlement Account is maintained to effect all such debits and credits to your
account. This authority will remain in full force and effect until we have given written
notice to the financial institution where your Settlement Account is maintained that
all monies due under this Agreement and under any other agreements with us or
our respective Affiliates for any products or services have been paid in full. You are
solely responsible to inform us in writing if you want any fees or other adjustments to
be debited from an account other than your Settlement Account.
You agree to pay any fines imposed on us by any Card Organization resulting
from Chargebacks and all fees, fines and other charges imposed on us by a Card
Organization with respect to your acts or omissions. You are also responsible for all
fees, fines, and other charges imposed on us as a result of acts or omissions by
your agents or third parties.
If your Chargeback percentage for any line of business exceeds the estimated
industry Chargeback percentage, you shall, in addition to the Chargeback fees and
any applicable Chargeback handling fees or fines, pay us an excessive Chargeback
fee for all Chargebacks occurring in such month in such line(s) of business. Each
estimated industry Chargeback percentage is subject to change from time to time by
us in order to reflect changes in the industry Chargeback percentages reported by
Visa, Mastercard, American Express, Discover Network, PayPal, or Alipay.
26.9.
26.8.
26.7.
26.6.
26.5.
26.4.
26.3.
26.2.
26.1.
B. CARD GENERAL TERMS
In addition to the preceding Your Payments Acceptance Guide, our Agreement with
you includes the following General Terms. If you fail to follow any of the provisions
of the Your Payments Acceptance Guide Procedures or General Terms, you may
incur certain liabilities and we may terminate our Agreement.
22. Services
Subject to Card Organization Rules, Services may be performed by us, our
Affiliates, our agents, or other third parties we may designate from time to time in
connection with this Agreement.
23. Your Payments Acceptance Guide;
Card Organization Rules and Compliance
You agree to follow all requirements of this Agreement in connection with each Card
transaction and to comply with all applicable Card Organization Rules, including
without limitation, the data security requirements described in Part I, Section 5.
From time to time, we may amend the General Terms, by providing you with at least
20 days’ prior written notice, and those provisions will be deemed incorporated into
this Agreement. However, for changes in the Card Organization Rules or for security
reasons, certain changes in Card procedures may become effective on shorter
notice. If there are any inconsistencies between the General Terms and Your
Payments Acceptance Guide, the General Terms will govern. You are responsible
for staying apprised of all applicable changes to the Card Organization Rules and
maintaining compliance with the Card Organization Rules. Card Organization Rules
may be available on web sites such as http://usa.visa.com/merchants/merchant-
and support/international-operating-regulations.jsp http://www.mastercard.com/us
./merchant/support/rules.html
These links may change from time to time.
24. Settlement of Card Transactions
We will only be required to settle Card transactions for Card types specified in
your Application. Promptly after presentment of Sales Drafts pursuant to Your
Payments Acceptance Guide, we will initiate a transfer of the applicable settlement
funds to you.
Unless otherwise agreed to in writing to the contrary, all discount fees are
deducted daily. All settlements for Visa, Mastercard, Discover Network, PayPal,
Alipay, and American Express Card transactions will be net of Credits, Summary
Adjustments, applicable discount fees when due, Chargebacks and any other
amounts then due from you. We may also set off from any payments otherwise due,
any amounts owed to any of our respective Affiliates, whether or not arising out of or
related to this Agreement.
All credits to your Settlement Account or other payments to you are provisional
and are subject to, among other things, our right to deduct our fees, our final audit,
Chargebacks (including our related losses), and fees, fines and any other charge
imposed on us by the Card Organizations as a result of your acts or omissions. You
agree that we may debit or credit your Settlement Account for any deficiencies,
overages, fees, pending Chargebacks and any other amounts owed to us or any of
our respective Affiliates, or we may deduct such amounts from settlement funds or
other amounts due to you from us, or our respective Affiliates. You further agree we
can offset any amounts owed to us or our Affiliates related to activity in other
accounts maintained in the name of or guaranteed by you, any of your principals,
guarantors or authorized signors. Alternatively, we may elect to invoice you for any
such amounts, net due 30 days after the invoice date or on such earlier date as may
be specified.
We will not be liable for any delays in receipt of funds or errors in debit and
credit entries caused by you or any Person.
In addition to any other remedies available to us under this Agreement, you
agree that should any Event of Default (see Section 31.4) occur, we may, with or
without notice, change processing or payment terms and/or suspend credits or other
payments of any and all funds, money and amounts now due or hereafter to
become due to you pursuant to the terms of this Agreement, until we have had
reasonable opportunity to investigate such event.
You acknowledge and agree that transfers to and from the Settlement Account
shall be based on the account number and routing number supplied by you. We are
not responsible for detecting errors in any Settlement Account information you
provide, including the account numbers and routing numbers, even if any of those
numbers do not correspond to the actual account or financial institution identified by
name.
This Agreement is a contract whereby we are extending financial
accommodations to you within the meaning of Section 365(c) of the U.S. bankruptcy
code. Your right to receive any amounts due or to become due from us is expressly
subject and subordinate to Chargeback, setoff, lien, security interest and our rights
to withhold settlement funds under this Agreement, without regard to whether such
Chargeback, setoff, lien, security interest and the withholding of settlement funds
rights are being applied to claims that are liquidated, unliquidated, fixed, contingent,
matured or unmatured.
Agent Appointment. If applicable, by accepting Alipay, you non-exclusively
appoint First Data Merchant Services, LLC (“FDMS”) as your agent solely for the
limited purpose of receiving settlement funds from Alipay on your behalf for the
transactions submitted from your participating locations. You acknowledge that
payment of settlement funds to FDMS by Alipay constitutes full and final settlement
of such amounts payable to you by Alipay.
Alipay services are provided solely by Processor, and the Bank has no
performance obligations or liabilities of any nature in connection with Alipay.
24.9.
24.8.
24.7.
24.6.
24.5.
24.4.
24.3.
24.2.
24.1.
PART II:
GenCP-WF-2602_PG_02.28.23 20
covenant with, us, and with the submission of each Sales Draft reaffirm, theYour Chargeback Percentage will be calculated as the larger of (a) the total Visa,
covenant with, us, and with the submission of each Sales Draft reaffirm, the
following representations, warranties and/or covenants:
each Card transaction is genuine and arises from a bona fide transaction
permissible under the Card Organization Rules by the Cardholder directly with you,
represents a valid obligation for the amount shown on the Sales Draft, preauthorized
order, or Credit Draft, and does not involve the use of a Card for any other purpose;
each Card transaction represents an obligation of the related Cardholder for
the amount of the Card transaction;
the amount charged for each Card transaction is not subject to any dispute,
setoff or counterclaim;
each Card transaction amount is only for respective merchandise or services
(including taxes, but without any surcharge) sold, leased or rented by you pursuant
to your business as indicated on the application and, except for any delayed delivery
or advance deposit Card transactions expressly authorized by this Agreement, that
merchandise or service was actually delivered to or performed for the Cardholder
entering into that Card transaction simultaneously upon your accepting and
submitting that Card transaction for processing;
with respect to each Card transaction, you have no knowledge or notice of
any fact, circumstance or defense which would indicate that such Card transaction
is fraudulent or not authorized by the related Cardholder or which would otherwise
impair the validity or collectability of that Cardholder’s obligation arising from that
Card transaction or relieve that Cardholder from liability with respect thereto;
each Card transaction is made in accordance with these General Terms,
Card Organization Rules and Your Payments Acceptance Guide;
each Sales Draft is free of any alternation not authorized by the related
Cardholder;
you have completed one Card transaction per sale; or one Card transaction
per shipment of goods for which the Cardholder has agreed to partial shipments;
you are validly existing, in good standing and free to enter into this
Agreement;
each statement made on the Application or other information provided to us
in support of this Agreement is true and correct;
you are not doing business under a name or style not previously disclosed
to us;
you have not changed the nature of your business, Card acceptance
practices, delivery methods, return policies, or types of products or services sold
requiring a different MCC under Card Organization Rules, in a way not previously
disclosed to us;
you will use the Services only for your own proper business purposes and
will not resell, directly or indirectly, any part of the Services to any Person; (NOTE:
Factoring is prohibited.)
you have not filed a bankruptcy petition not previously disclosed to us;
you own and control the Settlement Account, and no third party security
interest or lien of any type exists regarding the Settlement Account or any Card
transaction.
you will not at any time during the term of this Agreement, or until all
amounts due under this Agreement have been paid in full, grant or pledge any
security interest or lien in the Reserve Account, Settlement Account or transaction
proceeds to any Person without our consent;
THIS AGREEMENT IS A SERVICE AGREEMENT. WE DISCLAIM ALL
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO
YOU OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY
WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR
OTHERWISE OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO
THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION, ANY SERVICES OR ANY GOODS PROVIDED BY A THIRD PARTY.
IN NO EVENT SHALL WE OR OUR AFFILIATES OR ANY OF OUR OR
THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR
SUBCONTRACTORS, BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT,
STRICT LIABILITY OR OTHER LEGAL THEORY FOR LOST PROFITS, LOST
REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE,
SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF
WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES,
REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR
WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. CLIENT ACKNOWLEDGES AND AGREES
THAT PAYMENT OF ANY EARLY TERMINATION FEE OR LIQUIDATED
DAMAGES AS PROVIDED ELSEWHERE IN THIS AGREEMENT SHALL NOT BE
PROHIBITED BY THIS PARAGRAPH.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY (INCLUDING BUT NOT LIMITED TO SECTIONS 29.5 or 34), OUR
CUMULATIVE LIABILITY FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES,
BREACHES OR DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT
NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED TO THIS
AGREEMENT), REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY,
SHALL NOT EXCEED, (I) $50,000; OR (II) THE AMOUNT OF FEES RECEIVED
BY US PURSUANT TO THIS AGREEMENT FOR SERVICES PERFORMED IN
THE IMMEDIATELY PRECEDING 12 MONTHS, WHICHEVER IS LESS.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, OUR LIABILITY FOR ANY DELAY IN FUNDING TRANSACTIONS
TO YOU FOR ANY REASON, OTHER THAN FOR ANY REASON DESCRIBED IN
SECTIONS 24.4 AND 24.6, WILL BE LIMITED TO INTEREST COMPUTED FROM
THE DATE THAT YOU SUBMIT THE TRANSACTION TO THE DATE THAT WE
FUND THE TRANSACTION AT THE RATE OF THE FEDERAL FUNDS AS SET BY
THE FEDERAL RESERVE BANK OF NEW YORK, NEW YORK, FROM TIME TO
TIME, LESS ONE PERCENT (1%).
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, BANK IS NOT RESPONSIBLE, AND SHALL HAVE NO LIABILITY, TO
28.6.
28.5.
28.4.
28.3.
28.2.
28.1.16.
28.1.15.
28.1.14.
28.1.13.
28.1.12.
28.1.11.
28.1.10.
28.1.9.
28.1.8.
28.1.7.
28.1.6.
28.1.5.
28.1.4.
28.1.3.
28.1.2.
28.1.1.
Your Chargeback Percentage will be calculated as the larger of (a) the total Visa,
Mastercard, American Express, Discover Network, PayPal, and Alipay Chargeback
items in any line of business in any calendar month divided by the number of Visa,
Mastercard, American Express, Discover Network, PayPal, and Alipay transactions
in that line of business submitted that month, or (b) the total dollar amount of Visa,
Mastercard, American Express, Discover Network, PayPal, and Alipay Chargebacks
in any line of business received in any calendar month divided by the total dollar
amount of your Visa, Mastercard, American Express, Discover Network, PayPal,
and Alipay transactions in that line of business submitted in that month.
In the event the State of Washington charges us business and occupation tax
on the fees or amounts imposed by Card Organizations, interchange, and any other
fees or assessments passed through to us associated with or charged to your
transactions (“Pass-Through Fees”), you will pay us an additional monthly fee equal
to the then-current rate of that tax multiplied by all Pass-Through Fees for all of your
locations in Washington State for that month.
You agree to promptly and carefully review your merchants statements or
other documents provided or made available to you (physically, electronically or
otherwise provided by Us or others) reflecting Card transaction activity, including,
activity in your Settlement Account. If you believe any adjustments should be made
with respect to your Settlement Account, you must notify us in writing within sixty
(60) days after any debit or credit is or should have been effected or such shorter
period as provided in the terms and conditions that govern such account. If you
notify us after sixty (60) days, we shall have no obligation to investigate or effect any
adjustments. Any voluntary efforts by us to assist you in investigating such matters
shall not create any obligation to continue such investigation or any future
investigation.
If you do not pay us all fees and any other amounts due under this
Agreement within thirty (30) days of the date of our merchant statement or other
statement setting forth the amount due, then we may, in our sole discretion, charge
you interest, for such time that the amount and all accrued interest remain
outstanding at the lesser of (i) 12% APR, or (ii) the maximum rate permitted by
applicable law.
Other Debits. We may also debit your Settlement Account or your settlement
funds in the event we are required to pay Card Organization fees, charges, fines,
penalties or other assessments as a consequence of your sales activities. Such
debits shall not be subject to any limitations of time specified elsewhere in the
Agreement, including, without limitation the following, which we may add to or delete
from this list as changes occur in the Card Organization Rules or our Your
Payments Acceptance Guide pursuant to Section 23:
Card Organization fees, charges, fines, penalties, registration fees, or other
assessments including any fees levied against us or any amount for which you are
obligated to indemnify us.
Currency conversion was incorrectly calculated.
NOTE: For Discover Network transactions, you are not permitted to convert from
your local Discover Network approved currency into another currency, nor may
you quote the price of a transaction in U.S. Dollars if completed in another
approved currency.
Discount Rate not previously charged.
Reversal of deposit posted to your account in error.
Debit for Summary Adjustment not previously posted.
Reversal of Credit for deposit previously posted.
Debit for Chargeback never posted to your account.
Debit for EDC Batch error fee.
Card Organization Merchant Chargeback/fraud monitoring fees – excessive
Chargeback handling fees.
Failure of transaction to meet Member Controller Authorization Service (“MCAS”) –
Cardholder account number on exception file.
Original transaction currency (foreign) not provided.
Travel Voucher exceeds maximum value.
Debit and/or fee for investigation and/or Chargeback costs related to this
Agreement, or for costs related to our collection activities in an amount no less
than $100.00.
Costs arising from replacement or damage to equipment rented.
Payment of current or past due amounts for any equipment purchase or rental.
Incorrect merchant descriptor (name and/or city, state) submitted.
Incorrect transaction date submitted.
Shipping and handling fees.
Costs or expenses associated with responding to any subpoena, garnishment,
levy or other legal process associated with your account in an amount no less than
$150.00.
In the event the State of Washington charges us business and occupation tax
on the fees or amounts imposed by Payment Networks, interchange, and any other
fees or assessments passed through to us associated with or charged to your
transactions (), you will pay us an additional monthly fee equalPass-Through Fees
to the then-current rate of that tax multiplied by all Pass-Through Fees for all of your
locations in Washington State for that month.
27. Chargebacks
You shall be responsible for reimbursing us for all transactions you submit that
are charged back. See Your Payments Acceptance Guide for additional information
regarding Chargebacks and Chargeback procedures.
You shall reimburse us for any Chargebacks, return items, or other losses
resulting from your failure to produce a Card transaction record requested by us
within the applicable time limits.
28. Representations; Warranties; Covenants; Limitations on
Liability; Exclusion of Consequential Damages
Without limiting any other warranties hereunder, you represent, warrant to and28.1.
27.2.
27.1.
26.14.
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
26.13.
26.12.
26.11.
26.10.
GenCP-WF-2602_PG_02.28.23 21
telecommunications provider utilized by Client, as necessary to investigate anyYOU IN ANY WAY WITH RESPECT TO NON-BANK SERVICES.
telecommunications provider utilized by Client, as necessary to investigate any
allegation of fraud, suspected fraud or other actual or alleged wrongful act by Client
in connection with the Services.
30. Use Of Data
You consent to us retaining, using, combining, disclosing or sharing Data: (1)
to provide, develop, improve, modify or offer the Services or other similar services
for you or other clients, (2) for analytics, or (3) for fraud prevention (collectively,
Permitted Purposes). We may continue to use or share the Data for the Permitted
Purposes following termination of this Agreement. We will also use a consumer's
Data as agreed by consumers. Data means information about you, your customers,
their transactions, or financial information covered by this Agreement. We will not
identify you to another client except as instructed by you.
In the course of providing Services, we may collect information relating to
activities on your network, including network configuration, TCP/IP packet headers
and contents, log files, malicious codes, and Trojan horses. We retain the right to
use this information or aggregations of this information, in addition to the
Transaction Data, for any reasonable purpose.
You agree that we may obtain relevant information from any applicable
telecommunications provider you utilize, as necessary to investigate any allegation
of fraud, suspected fraud or other actual or alleged wrongful act by you in
connection with the Services.
31. Assignments
Any transfer or assignment of this Agreement by you, without our prior written
consent, by operation of law or otherwise, is voidable by us. Any transfer of voting
control of you or your parent shall be considered an assignment or transfer of this
Agreement. Furthermore, you shall indemnify and hold us harmless from all
liabilities, Chargebacks, expenses, costs, fees and fines arising from such
transferee’s or assignee’s Submission of Card transactions to us for processing. For
purposes of this Section 30, any transfer of voting control shall be considered an
assignment or transfer of this Agreement.
The payment Services provided by us require access to a single bank account
in which we may initiate both credits and debits. You may not enter into any
agreement that would require, in any circumstance or event, the transfer of any
payments or proceeds from Card transactions covered by this Agreement to the
custody or control of any Person. You may not assign any rights, including the right
of payment under this Agreement, to any other person. In the event that you make
an assignment (or provide a security interest) of receivables covered by this
Agreement, then we may, at our option, elect to (a) refuse to acknowledge such
assignment unless accompanied by an Authorization to both initiate debits or credits
to the bank account of the assignee, (b) terminate this Agreement immediately, or
(c) charge for any transfers that we are called upon to make manually to fulfill such
an assignment at the rate of $100 per transfer.
Another Visa and Mastercard member may be substituted for Bank under
whose sponsorship this Agreement is performed with respect to Visa and
Mastercard transactions. Upon substitution, such other Visa and Mastercard
member shall be responsible for all obligations required of Bank for Visa and
Mastercard transactions, including without limitation, full responsibility for its Card
program and such other obligations as may be expressly required by applicable
Card Organization Rules.
Subject to Card Organization Rules, we may assign or transfer this Agreement and
our rights, duties and obligations hereunder and/or may delegate or subcontract our
rights, duties and obligations hereunder, in whole or in part, to any Person, whether
in connection with a change in sponsorship, as set forth in the preceding paragraph,
or otherwise, without notice to you or your consent.
Except as set forth elsewhere in this Section and as provided in the following
sentence, this Agreement shall be binding upon successors and assigns and shall
inure to the benefit of the parties and their respective permitted successors and
assigns. No assignee for the benefit of creditors, custodian, receiver, trustee in
bankruptcy, debtor in possession, or other person charged with taking custody of a
party’s assets or business, shall have any right to continue, assume or assign this
Agreement.
32. Term; Events of Default
This Agreement shall become effective upon the date this Agreement is
approved by our Credit Department. You acknowledge that our Credit Department
maintains a list of business types that are unqualified for our Services. We reserve
the right to immediately terminate your account if it has been inadvertently boarded
notwithstanding such Credit policies.
The initial term of this Agreement shall commence and shall continue in force
for three years after it becomes effective. Thereafter, it shall continue until we or you
terminate this Agreement upon written notice to the other, or as otherwise
authorized by this Agreement. Should you fail to notify us in writing of your request
to terminate you acknowledge and agree you will continue to be charged fees
pursuant to this Agreement notwithstanding non-use of your account.
Notwithstanding the above or any other provisions of this Agreement, we may
terminate this Agreement at any time and for any reason by providing 30 days’
advance notice to you. We may terminate this Agreement immediately or with
shorter notice upon an Event of Default as provided under Section 31.4 of this
Agreement. In the event we provide notice to you of any new fees or increases in
existing fees for Services, pursuant to Section 26.5, you may terminate this
Agreement without further cause or penalty by notifying us that you are terminating
this Agreement prior to the effective date of such new fees or increases. However,
maintaining your merchant account, or your continued use of the Services after the
effective date of any such fee changes shall be deemed your acceptance of such
fee changes for the Services, throughout the term of this Agreement.
If any of the following events shall occur (each an “Event of Default”):
a material adverse change in your business, financial condition, or business32.4.1.
32.4.
32.3.
32.2.
32.1.
31.4.
31.3.
31.2.
31.1.
30.3.
30.2.
30.1.
YOU IN ANY WAY WITH RESPECT TO NON-BANK SERVICES.
29. Confidentiality
Unless you obtain written consents from us and each applicable Card
Organization, Issuer and Cardholder, you must not use, disclose, store, sell or
disseminate any Cardholder information obtained in connection with a Card
transaction (including the names, addresses and Card account numbers of
Cardholders) except for purposes of authorizing, completing and settling Card
transactions and resolving any Chargebacks, Retrieval Requests or similar issues
involving Card transactions, other than pursuant to a court or governmental agency
request, subpoena or order. You shall use proper controls for and limit access to,
and render unreadable prior to discarding, all records containing Cardholder
account numbers and Card imprints. You may not retain or store Magnetic Stripe
data or Card Validation Codes after a transaction has been authorized. If you store
any electronically captured signature of a Cardholder, you may not reproduce such
signature except upon our specific request.
You acknowledge that you will not obtain ownership rights in any information
relating to and derived from Card transactions. Cardholder account numbers,
personal information and other Card transaction information, including any
databases containing such information, may not be sold or disclosed to a Person as
an asset upon a bankruptcy, insolvency or failure of Client’s business. Upon a
bankruptcy, insolvency or failure of Client’s business, all Card transaction
information must be returned to Servicers or acceptable proof of the destruction of
all Card transaction information must be provided to Servicers.
You will treat this Agreement, the Card Organization Rules and any
information supplied or otherwise made accessible by us or our agents as
confidential, including without limitation, (i) information about the products, services,
operations, procedures, customers, suppliers, sales, pricing, business plans and
marketing strategies of Servicers, their respective Affiliates and the customers,
clients and suppliers of any of them; (ii) any scientific or technical information,
design, process, procedure, formula, or improvement that is commercially valuable
and secret in the sense that its confidentiality affords Servicers a competitive
advantage over its competitors; and (iii) all confidential or proprietary concepts,
documentation, reports, data, specifications, computer software, source code, object
code, flow charts, databases, inventions, know-how, show-how and trade secrets,
whether or not patentable or copyrightable and will not disclose the same to any
third parties, provided, however, that these restrictions do not apply to information:
(a) rightfully obtained on a non-confidential basis from a Person and your agents and
representatives, which Person was not subject to a duty of confidentiality, (b)
rightfully and independently known by you on a non-confidential basis prior to its
disclosure or (c) generally available to the public other than through any disclosure
by or fault of you, your agents or representatives.
Our confidential information shall be used by you only to exercise your rights
and to perform your obligations hereunder. Client shall receive our confidential
information in confidence and not disclose the confidential information to any third
party, except as may be agreed upon in writing by us. Client shall safeguard all of
our confidential information using a reasonable degree of care, but not less than that
degree of care used by it in safeguarding its own similar information or material.
Upon request by us or upon termination of this Agreement, Client shall return to us
or destroy all of our confidential information in its possession or control.
The obligations of confidentiality and restrictions on use in this Section shall
not apply to any confidential information that: (i) was in the public domain prior to the
date of the Agreement or subsequently came into the public domain through no fault
of Client;(ii) was received from a third party free of any obligation of confidence of
Client to the third party and which third party, to Client’s knowledge, was not under
an obligation to keep the information confidential; (iii) was already in Client’s
possession prior to receipt from us; (iv) is required to be disclosed by law, regulation
or court order after giving us as much advance notice as practical of the possibility
of disclosure; or (v) is subsequently and independently developed by Client’s
employees, consultants or agents without use of or reference to our confidential
information.
Except as specifically provided for herein, this Section does not confer any
right, license, interest or title in, to or under our confidential information to Client.
Except as specifically provided for herein, no license is hereby granted to Client
under any patent, trademark, copyright, trade secret or other proprietary rights of
ours.
Client acknowledges that breach of the restrictions on use or disclosure of
any our confidential information would result in immediate and irreparable harm to
us, and money damages would be inadequate to compensate for that harm. We
shall be entitled to equitable relief, in addition to all other available remedies, to
redress any breach.
We may use data collected as part of performing payment processing or other
transaction-related services for you (“Transaction Data”) for the purpose of providing
additional products and services to you, other merchants, or third parties. This
includes collecting, using, and de-identifying cardholder information, dates,
amounts, and other Transaction Data to provide you with analytic products and
services as well as collecting and using Transaction Data anonymized and
aggregated with other merchants’ transaction data to provide you, other merchants,
and third parties with analytic products and services.
You shall not assign to any Person, the rights to use the Marks of Servicers,
our agents or the Card Organizations.
All rights, title, and interest in and to all intellectual property related to the
Services (including without limitation, the content of any materials, web screens,
layouts, processing techniques, procedures, algorithms, and methods), owned,
developed or licensed by us prior to, during the term of, or after the Agreement, or
employed by us in connection with the Services and any updates, changes,
alterations, or modifications to or derivative works from such intellectual property,
shall be and remain, as among the Parties, our exclusive property.
Client agrees that we may obtain relevant information from any applicable29.7.
29.6.
29.5.
29.4.
29.3.4.
29.3.3.
29.3.2.
29.3.1.
29.3.
29.2.
29.1.
GenCP-WF-2602_PG_02.28.23 22
any other accounts held by Bank or any of its Affiliates, at any financial institutionprospects; or
any other accounts held by Bank or any of its Affiliates, at any financial institution
maintained in the name of Client, any of its principals, or any of its guarantors, or if
any of same are authorized signers on such account; (ii) any payments otherwise
due to you, including any amount due from TeleCheck; (iii) your delivery to us of a
letter of credit; or (iv) if we so agree, your pledge to us of a freely transferable and
negotiable certificate of deposit. Any such letter of credit or certificate of deposit
shall be issued or established by a financial institution acceptable to us and shall be
in a form satisfactory to us. In the event of termination of this Agreement by any
party, an immediate Reserve Account may be established without notice in the
manner provided above. Any Reserve Account will be held by us for the greater of
ten (10) months after termination of this Agreement or for such longer period of time
as is consistent with our liability for your Card transactions and Chargebacks in
accordance with Card Organization Rules. We will hold funds pursuant to this
Section 32 in master account(s) with your funds allocated to separate sub accounts.
Unless specifically required by law, you shall not be entitled to interest on any funds
held by us in a Reserve Account.
If your funds in the Reserve Account are not sufficient to cover the
Chargebacks, adjustments, fees and other charges and amounts due from you, or if
the funds in the Reserve Account have been released, you agree to promptly pay us
such sums upon request.
To secure your obligations to us and our respective Affiliates under this
Agreement and any other agreement for the provision of equipment, products or
services (including any obligations for which payments on account of such
obligations are subsequently invalidated, declared to be fraudulent or preferential,
set aside or required to be repaid to a trustee, receiver or any other party under any
bankruptcy act, state or federal law, common law or equitable cause), you grant to
us a first priority lien and security interest in and to (i) the Reserve Account and (ii)
any of your funds pertaining to the Card transactions contemplated by this
Agreement now or hereafter in our possession, whether now or hereafter due or to
become due to you from us. Any such funds, money or amounts now or hereafter in
our possession may be commingled with other funds of ours, or, in the case of any
funds held pursuant to the foregoing paragraphs, with any other funds of other
customers of ours. In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, we are hereby
authorized by you at any time and from time to time, without notice or demand to
you or to any other Person (any such notice and demand being hereby expressly
waived), to set off, recoup and to appropriate and to apply any and all such funds
against and on account of your obligations to us and our respective Affiliates under
this Agreement and any other agreement with us our respective Affiliates for any
related equipment or related services (including any check services), whether such
obligations are liquidated, unliquidated, fixed, contingent, matured or unmatured.
You agree to duly execute and deliver to us such instruments and documents as we
may reasonably request to perfect and confirm the lien, security interest, right of set
off, recoupment and subordination set forth in this Agreement.
For sake of clarification and notwithstanding anything in the Agreement to
the contrary, in the event Servicers deduct, holdback, suspend, off set or set off any
settlement monies or amounts otherwise due you pursuant to the terms of this
Agreement (collectively “Set Off Funds”), you acknowledge that such Set Off Funds
will be held in a commingled Reserve Account(s) of Servicers.
If in replacement of or in addition to the first priority lien and security interest
in the Reserve Account, you grant to Servicers a first priority lien and security
interest in and to one or more certificates of deposit, the certificates of deposit shall
be uncertificated and shall be subject to an Acknowledgement of Pledge of
Certificate of Deposit and Control Agreement (the “Certificate of Deposit Control
Agreement”) by, between and among Customers, Servicers and the financial
institution that has established and issued the certificate of deposit. The form of the
Certificate of Deposit Control Agreement and the financial institution that will
establish and issue the certificate of deposit shall be satisfactory and acceptable to
Servicers.
34.Financial and Other Information
Upon request, you will provide us and our Affiliates, quarterly financial
statements within 45 days after the end of each fiscal quarter and annual audited
financial statements within 90 days after the end of each fiscal year. Such financial
statements shall be prepared in accordance with generally accepted accounting
principles. You will also provide such other financial statements and other
information concerning your business and your compliance with the terms and
provisions of this Agreement as we may reasonably request. You authorize us and
our Affiliates to obtain from third parties financial and credit information relating to
you in connection with our determination whether to accept this Agreement and our
continuing evaluation of your financial and credit status. We may also access and
use information which you have provided to Bank for any other reason. Upon
request, you shall provide, and/or cause to be provided, to us and our Affiliates, or
our representatives or regulators (as well as those of the Card Organizations)
reasonable access to your or your providers’ facilities and records for the purpose of
performing any inspection and/or copying of books and/or records deemed
appropriate. In such event, you shall pay the costs incurred by us or our Affiliates for
such inspection, including, but not limited to, costs incurred for airfare and hotel
accommodations.
You will provide us with written notice of any judgment, writ, warrant of
attachment, execution or levy against any substantial part (25% or more in value) of
your total assets not later than three (3) days after you become aware of same.
35. Indemnification
You agree to indemnify and hold us and the Card Organizations harmless from
and against all losses, liabilities, damages and expenses: (a) resulting from the
inaccuracy or untruthfulness of any representation or warranty, breach of any
covenant or agreement or any misrepresentation by you under this Agreement; (b)
35.1.
34.2.
34.1.
33.4.3.
33.4.2.
33.4.1.
33.3.
prospects; or
any assignment or transfer of voting control of you or your parent; or
a sale of all or a substantial portion of your assets; or
irregular Card sales by you, excessive Chargebacks, noncompliance with
any applicable data security standards, as determined by Servicers, or any Card
Organization, or any other Person, or an actual or suspected data security breach,
or any other circumstances which, in our sole discretion, may increase our exposure
for your Chargebacks or otherwise present a financial or security risk to us; or
any of your representations, warranties or covenants in this Agreement are
breached in any respect; or
you default in any material respect in the performance or observance of any
term, condition or agreement contained in this Agreement, including, without
limitation, the establishment or maintenance of funds in a Reserve Account, as
detailed in Section 32; or
you default in any material respect in the performance or observance of any
term, covenant or condition contained in any agreement with any of our respective
Affiliates; or
you default in the payment when due, of any material indebtedness for
borrowed money; or
you file a petition or have a petition filed by another party under the U.S.
bankruptcy code or any other laws relating to bankruptcy, insolvency or similar
arrangement for adjustment of debts; consent to or fail to contest in a timely and
appropriate manner any petition filed against you in an involuntary case under such
laws; apply for or consent to, or fail to contest in a timely and appropriate manner,
the appointment of, or the taking of possession by, a receiver, custodian, trustee or
liquidator of you or of a substantial part of your property; or make a general
assignment for the benefit of creditors; or take any action for the purpose of
authorizing any of the foregoing; or
your independent certified accountants shall refuse to deliver an unqualified
opinion with respect to your annual financial statements and your consolidated
subsidiaries; or
a violation by you of any applicable law or Card Organization Rule or our
reasonable belief that termination of this Agreement or suspension of Services is
necessary to comply with any law including without limitation the rules and
regulations promulgated by the Office of Foreign Assets Control of the U.S.
Department of the Treasury or your breach, as determined by Servicers, of Section
47.2 (“Compliance with Laws”), then, upon the occurrence of (1) an Event of Default
specified in subsections 31.4.4, 31.4.9 or 31.4.11, we may consider this Agreement
to be terminated immediately, without notice, and all amounts payable hereunder
shall be immediately due and payable in full without demand or other notice of any
kind, all of which are expressly waived by you, and (2) any other Event of Default,
this Agreement may be terminated by us giving not less than 10 days’ notice to you,
and upon such notice all amounts payable hereunder shall be due and payable on
demand.
Neither the expiration nor termination of this Agreement shall terminate the
obligations and rights of the parties pursuant to provisions of this Agreement which
by their terms are intended to survive or be perpetual or irrevocable. Such
provisions shall survive the expiration or termination of this Agreement. All
obligations by you to pay or reimburse us for any obligations associated with
transactions you have submitted to us will survive termination of this Agreement
until finally and irrevocably paid in full and settled.
If any Event of Default occurs, regardless of whether such Event of Default
has been cured, we may, in our sole discretion, exercise all of our rights and
remedies under applicable law, and this Agreement including, without limitation,
exercising our rights under Section 32.
In the event you file for protection under the U.S. bankruptcy code or any other
laws relating to bankruptcy, insolvency, assignment for the benefit of creditors or
similar laws, and you continue to use our Services, it is your responsibility to open
new accounts to distinguish pre and post filing obligations. You acknowledge that as
long as you utilize the accounts you established prior to such filing, we will not be
able to systematically segregate your post-filing transactions or prevent set-off of the
pre-existing obligations. In that event, you will be responsible for submitting an
accounting supporting any adjustments that you may claim.
The Card Organizations often maintain merchant lists such as the Member
Alert To Control High-risk Merchants (“MATCH”) who have had their merchant
agreements or Card Acceptance rights terminated for cause. If this Agreement is
terminated for cause, you acknowledge that we may be required to report your
business name and the names and other information regarding its principals to the
Card Organizations for inclusion on such list(s). You expressly agree and consent to
such reporting if you are terminated as a result of the occurrence of an Event of
Default or for any reason specified as cause by Visa, Mastercard, Discover Network,
PayPal, Alipay, or American Express. Furthermore, you agree to waive and hold us
harmless from and against any and all claims which you may have as a result of
such reporting.
After termination of this Agreement for any reason whatsoever, you shall
continue to bear total responsibility for all Chargebacks, fees, Card Organization
fines imposed on us as a result of your acts or omissions, Credits and adjustments
resulting from Card transactions processed pursuant to this Agreement and all other
amounts then due or which thereafter may become due under this Agreement.
33. Reserve Account; Security Interest
You expressly authorize us to establish a Reserve Account pursuant to the
terms and conditions set forth in this Section 32. The amount of such Reserve
Account shall be set by us, in our sole discretion, based upon your processing
history and the potential risk of loss to us as we may determine from time to time.
The Reserve Account shall be fully funded upon three (3) days’ notice to you,
or in instances of fraud or suspected fraud or an Event of Default, Reserve Account
funding may be immediate. Such Reserve Account may be funded by all or any
combination of the following: (i) one or more debits to your Settlement Account or
33.2.
33.1.
32.9.
32.8.
32.7.
32.6.
32.5.
32.4.11.
32.4.10.
32.4.9.
32.4.8.
32.4.7.
32.4.6.
32.4.5.
32.4.4.
32.4.3.
32.4.2.
GenCP-WF-2602_PG_02.28.23 23
Under Section 28 (Representations; Warranties; Covenants; Limitations of•arising out of your or your employees’ or your agents’ negligence or willful
Under Section 28 (Representations; Warranties; Covenants; Limitations of
Liability; Exclusion of Consequential Damages) of the General Terms, in no event
shall our cumulative liability to you for losses, claims, suits, controversies,
breaches or damages for any cause whatsoever in connection with Voyager
transactions exceed the lesser of $10,000.00 or the Voyager transaction fees paid
by you to us for the two months prior to the action giving arise to the claim.
Notwithstanding anything in this Agreement to the contrary, our obligation to
provide services to you relating to any Fleet Card will terminate automatically
without penalty to us or the related Card Organization upon the earlier of (i) the
termination or expiration of our agreement with such Card Organization, (ii) at
least twenty (20) days prior written notice by us to you; (iii) your failure to comply
with material terms relating to such Fleet Card transactions, or (iv) written notice, if
a Card Organization discontinues its Card
37. Special Provisions for Debit Card
The special provisions outlined in this Section 36 apply only to those Debit Card
transactions that are processed by a Cardholder entering a PIN unless the
transaction is a network supported PINless transaction. A PINless transaction is a
Debit card transaction that a merchant submits to us for settlement/funding
transactions with neither a PIN nor Signature. The Services provided, transactions
processed and other matters contemplated under this Section 36 are subject to the
rest of this Agreement, as applicable, except to the extent the terms of this Section
36 directly conflict with another provision of this Agreement, in which case the terms
of this Section 36 will control.
Debit Card Acceptance. Most, but not all, ATM Cards (Debit Cards) can be
accepted at the point of sale at participating locations. Examine the back of the
Debit Card to determine if the Card participates in a PIN Debit network that you are
authorized to accept. PIN Debit network Mark(s) are usually printed on the back of
the Card. If the Debit Card is valid and issued by a financial institution Issuer
participating in a PIN Debit network, you must comply with the following general
requirements for all participating PIN Debit networks, in addition to the specific
requirements of that PIN Debit network:
You must honor all valid Debit Cards when presented that bear authorized PIN
Debit network Marks.
You must treat transactions by Cardholders from all Issuers in the same manner.
You may not establish a minimum or maximum transaction amount for Debit Card
acceptance.
You may not require additional information, besides the PIN, for the completion of
the transaction unless the circumstances appear suspicious. A signature is not
required for Debit Card transactions.
You shall not disclose transaction related information to any party other than your
agent, a PIN Debit network, or Issuer and then only for the purpose of settlement
or error resolution.
Transaction Processing. The following general requirements apply to all
Debit Card transactions:
All Debit Card transactions must be authorized and processed electronically.
There is no Voice Authorization or Imprinter procedure for Debit Card transactions.
You may not complete a Debit Card transaction that has not been authorized. If
you cannot obtain an Authorization at the time of sale, you should request another
form of payment from the Cardholder or process the transaction as a Store and
Forward or Resubmission, in which case you assume the risk that the transaction
fails to authorize or otherwise declines. The Cardholder should be instructed to
contact the Issuer to find out why a transaction has been declined.
The Debit network used to process your debit transaction will depend upon,
among other things, our own business considerations, the availability of the Debit
network at the time of the transaction and whether a particular Debit Card is
enabled for a particular Debit network. The Debit network used to route your
transaction may or may not be the lowest cost network available. We may, in our
sole discretion (i) use any Debit network available to us for a given transaction
(including any of our affiliated PIN Debit networks) and (ii) add and/or remove
Debit networks available to you based on a variety of factors including availability,
features, functionality and our own business considerations.
You must issue a receipt to the Cardholder upon successful completion of a
transaction and effect PAN Truncation on it.
You may not manually enter the account number for PIN Debit transactions.
Signature Debit transaction may be key entered if you are unable to swipe the Card.
The account number must be read electronically from the Magnetic Stripe /chip for
transactions authenticated with a PIN. If the Magnetic Stripe/chip is unreadable, you
must request another form of payment from the Cardholder. Do obtain a signature if
PIN authentication is not supported or available.
Any applicable tax must be included in the total transaction amount for which
Authorization is requested. Tax may not be collected separately in cash.
YOU ARE RESPONSIBLE FOR SECURING YOUR POS DEVICES AND FOR
IMPLEMENTING APPROPRIATE CONTROLS TO PREVENT EMPLOYEES OR
OTHERS FROM SUBMITTING CREDITS AND VOIDS THAT DO NOT REFLECT
BONA FIDE RETURNS OR REIMBURSEMENTS OF PRIOR TRANSACTIONS.
Cash Back From Purchase. You may offer cash back to your customers
when they make a PIN Debit Card purchase. You may set a minimum and
maximum amount of cash back that you will allow. If you are not currently offering
this service, your POS device may require additional programming to begin offering
cash back as long as it is supported by the Debit Network.
Settlement. You must reconcile your accounts for each location daily and
notify us within 24 hours of any issues.
Adjustments. An adjustment is a transaction that is initiated to correct a Debit
Card transaction that has been processed in error. For signature debit transactions
(including “no signature” signature debit transactions), both the Cardholder and the
card issuing bank have the right to question or dispute a transaction. If these
37.5.
37.4.
37.3.
•
•
•
37.2.
•
•
•
•
•
37.1.
•
•arising out of your or your employees’ or your agents’ negligence or willful
misconduct, in connection with Card transactions or otherwise arising from your
provision of goods and services to Cardholders;(c) arising out of your use of the
Services; or (d) arising out of any third party indemnifications we are obligated to
make as a result of your actions (including indemnification of any Card Organization
or Issuer).
Subject to the limitations set forth in Section 28.4, we agree to indemnify and
hold you harmless from and against all losses, liabilities, damages and expenses
resulting from any breach of any warranty, covenant or agreement or any
misrepresentation by us under this Agreement or arising out of our or our
employees’ gross negligence or willful misconduct in connection with this
Agreement; provided that this indemnity obligation shall not apply to Bank with
respect to Non-Bank Services.
36. Special Provisions Regarding Non-Bank Cards
Non-Bank Card transactions are provided to you by Processor and not by
Bank and include transactions made using Discover Network, PayPal, Alipay,
American Express, Voyager and WEX Card types. The Services provided,
transactions processed and other matters contemplated under this Section 35 are
subject to the rest of this Agreement, as applicable, except to the extent the terms of
this Section 35 directly conflict with another provision of this Agreement, in which
case the terms of this Section 35 will control; provided, however, that (i) Bank is not
a party to this Agreement insofar as it relates to Non-Bank Card services, and Bank
is not liable to you in any way with respect to such Services and (ii) you agree to pay
Processor any per item processing, authorization and other fees described in the
Application for any non-acquired transaction services you receive from Processor.
For the purposes of this section, the words “we,” “our” and “us” refer only to the
Processor and not to the Bank. You authorize us to share information from your
Application with American Express, Discover Network, PayPal, Alipay, and any
other Non-Bank Card Organization.
If you accept American Express, you understand that if, based upon your
anticipated Card transaction volume you do not qualify for our full service program
but have otherwise been approved for accepting American Express transactions,
your authorizations will be obtained from and funded by American Express.
American Express will provide you with its own agreement that governs those
transactions. You understand and agree that we are not responsible and assume
absolutely no liability with regard to any such transactions, including but not limited
to the funding and settlement of American Express transactions, and that American
Express will charge additional fees for the services they provide.
If you accept Discover but do not qualify for our Discover full service
program, Discover will provide you with its own agreement that governs those
transactions. You understand and agree that we are not responsible and assume
absolutely no liability with regard to any such transactions, including but not limited
to the authorization, funding, and settlement of Discover transactions, and that
Discover may charge additional fees for the services they provide.
If you accept PayPal Cards you understand that the following requirements
apply to PayPal Card transactions in addition to the information required in this
Agreement:
Only in-store, Card present transactions are eligible for processing under this
Agreement. Card not present/online, cash over, cash advance, quasi cash
transactions, international transactions or manually entered transactions are not
eligible for processing. You must contact us or PayPal for information related to
services that are not covered in this Agreement.
You will provide us with information about the Card transactions you conduct;
including, data related to your Authorization requests, Card transactions, and
transaction dispute responses.
You will provide us with aggregate and individual information about the Card
transactions you accept; including, the number, type and kind of transactions you
conduct, your disputes, your business operations, your merchant category code
information, and any other information you are required to provide under this
Agreement.
You will not use, store, retain or otherwise disclose any of PayPal’s confidential
information, Cardholder data, magnetic stripe track data, or PayPal Card
transaction data (other than as necessary to complete a transaction).
You will not use PayPal Cardholder’s personal information for marketing and/or
other purposes without explicit consent from the Cardholder.
If you accept JCB, Diners Club International, UnionPay, BCcard, and
Dinacard, you agree to be bound by the Discover Network provisions of this
Agreement. You also acknowledge and agree that JCB, Diners Club International,
UnionPay, BCcard, and Dinacard transactions will be processed under and subject
to Discover Network Card Organization Rules.
If you accept Voyager and/or WEX Cards, you agree to be bound by the
WEX and/or Voyager rules. You also agree to be bound by all other provisions of
this Agreement which are applicable to WEX and/or Voyager.
If you execute a separate WEX Merchant Agreement (WEX Non Full
Service Program), you understand that we will provide such agreement to WEX, but
that neither we nor WEX shall have any obligation whatsoever to you with respect to
processing WEX Cards unless and until WEX executes your WEX Merchant
Agreement. If WEX executes your WEX Merchant Agreement and you accept WEX
Cards, you understand that WEX transactions are processed, authorized and
funded by WEX. You understand that WEX is solely responsible for all agreements
that govern WEX transactions and that we are not responsible and assume
absolutely no liability with regard to any such agreements or WEX transactions,
including but not limited to the funding and settlement of WEX transactions. You
understand that WEX will charge additional fees for the services that it provides.
In addition to the information stated in Part I, Appendix 1 of the Your
Payments Acceptance Guide regarding Voyager Cards, the following terms
apply
36.8.
36.7.
36.6.
36.5.
•
•
•
•
•
36.4.
36.3.
36.2.
36.1.
35.2.
GenCP-WF-2602_PG_02.28.23 24
EBT customer must sign the voucher. A copy of the voucher should be given to thequestions or disputes are not resolved, a chargeback may occur. You are
EBT customer must sign the voucher. A copy of the voucher should be given to the
EBT customer at the time of authorization and you should retain one copy for your
records.
Specified EBT customer, clerk and sales information, including the telephone
authorization number, must be entered properly and legibly on the manual sales
draft.
All manual voucher authorizations must be cleared on your Authorized Terminal
before payment of voucher will be made to you. Vouchers must be cleared within 10
Business Days after the date of applicable voice authorization. Vouchers cannot be
cleared by any manner except by your Authorized Terminal therefore you should
never mail vouchers requesting payment. If a voucher expires before it has been
cleared by your Authorized Terminal for payment, no further action can be taken to
obtain payment for the voucher.
In the event that, due to EBT host failure, EBT benefit availability for an EBT
customer cannot be determined at the time you request authorization, the maximum
authorized manual transaction and benefit encumbrance will be $40.00 or such
other state specific floor limit as set forth in the most current version of the
applicable EBT Rules.
Except as specifically provided in the applicable EBT Rules, you will not be
reimbursed and will be solely responsible for a manual transaction when you fail to
obtain an authorization number from the applicable EBT service provider as set forth
in this Section 37 or otherwise fail to process the manual transaction in accordance
with the EBT Rules.
If you have not received an authorization number in accordance with paragraph
37.1 above, you may not “re-submit” a manual sales draft for payment for the same
transaction.
Acceptance of Cash Benefits. If you agree to accept EBT Cards and to
provide Cash Benefits, you agree to maintain adequate cash on hand to issue EBT
service provider authorized Cash Benefits and will issue such Cash Benefits to EBT
customers in the same manner and to the same extent cash is provided to your
other customers. You may not require, and may not in your advertising suggest, that
any EBT customers must purchase goods or services from you as a condition to
receiving Cash Benefits, unless such condition applies to other customers as well.
You may not designate and direct EBT customers to special checkout lanes
restricted to use by EBT customers unless you also designate and direct other
customers to special checkout lanes for Debit Cards or Credit Cards and/or other
payment methods such as checks other than cash.
Interoperability. If you accept EBT Cards and provide EBT benefits (FNS,
SNAP and WIC Benefits and/or Cash Benefits), you must do so for EBT customers
from all states.
Required Licenses. If you provide FNS, SNAP and WIC Benefits under this
Agreement, you represent and warrant to us that you are a FNS authorized
merchant and are not currently disqualified or withdrawn from redeeming food
stamp coupons or otherwise disqualified or withdrawn by FNS. You agree to secure
and maintain at your own expense all necessary licenses, permits, franchises, or
other authorities required to lawfully effect the issuance and distribution of EBT
benefits under this Agreement, including without limitation, any applicable franchise
tax certificate and non-governmental contractor’s certificate, and covenant that you
will not accept EBT Cards or provide EBT benefits at any time during which you are
not in compliance with the requirements of any EBT Rules.
Term and Termination. If you are disqualified or withdrawn from the Food
Stamp Program, your authority to issue benefits will be terminated concurrently
therewith. Such disqualification or withdrawal will be deemed a breach of this
Agreement with respect to your authority to issue Cash Benefits and, in the event of
such disqualification, we have the right to immediately terminate the provision of
service under this Section 37 or the Agreement in its entirety. With respect to the
issuance of Cash Benefits only, your authority to issue Cash Benefits may be
suspended or terminated immediately at the sole discretion of us, the state or its
EBT service provider, effective upon delivery of a notice of suspension or
termination specifying the reasons for such suspension or termination if there will be
(i) any suspension, injunction, cessation, or termination of the EBT service provider’
s authority to provide EBT services to the state; (ii) failure by you, upon not less than
thirty (30) days’ prior written notice, to cure any breach by you of these terms and
conditions, including without limitation, your failure to support the issuance of EBT
benefits during your normal business hours consistent with your normal business
practices, your failure to comply with EBT benefit issuance procedures, your
impermissible acceptance of an EBT Card, or your disqualification or withdrawal
from the Food Stamp Program; or (iii) based on a state’s or its EBT service provider’
s investigation of the relevant facts, evidence that you or any of your agents or
employees are committing, participating in, or have knowledge of fraud or theft in
connection with the dispensing of EBT benefits. If you fail to cure any breach as set
forth above, you may appeal such suspension of termination to the applicable state
for determination in its sole discretion.
In the event that your authority to accept benefits is suspended or terminated by a
state or its EBT service provider, and you successfully appeal such suspension or
termination to the state or its EBT service provider, we shall be under no obligation
to reinstate the services previously provided under this Section 37 or the
Agreement, as applicable.
The provision of services under this Section 37 shall terminate automatically if our
agreement or our service provider’s agreement with any applicable state’s EBT
service provider terminates for any reason.
You will give prompt notice to us if you plan to stop accepting EBT Cards and
providing EBT benefits or if you are unable to comply with the terms of this Section
37.
Confidentiality of EBT System Information. All information related to EBT
customers and/or the issuance of EBT benefits shall be considered confidential
information.
Individually identifiable information relating to an EBT customer or applicant for EBT
benefits will be held confidential and will not be disclosed by you or your directors,
38.7.
38.6.
38.5.
38.4.
38.3.
vi.
v.
iv.
iii.
ii.
questions or disputes are not resolved, a chargeback may occur. You are
responsible for all adjustment and Chargeback fees that may be charged by a Debit
network. There are several reasons for adjustments being initiated:
The Cardholder was charged an incorrect amount, whether too little or too much.
The Cardholder was charged more than once for the same transaction.
A processing error may have occurred that caused the Cardholder to be charged
even though the transaction did not complete normally at the point of sale.
A Cardholder is disputing the goods or services provided.
All parties involved in processing adjustments and Chargebacks are regulated by
time frames that are specified in the operating rules of the applicable Debit network,
The Electronic Funds Transfer Act, Regulation E, and other applicable law.
38. Special Provisions Regarding EBT Transactions
If you elect to accept EBT Cards and engage in EBT transactions, the terms and
conditions of this Section 37 shall apply.
EBT transactions are provided to you by Processor and not by Bank. The Services
provided, transactions processed and other matters contemplated under this
Section 31 are subject to the rest of this Agreement, as applicable, except to the
extent the terms of this Section 31 directly conflict with another section of this
Agreement, in which case the terms of this Section 31 will control; provided,
however, that Bank is not a party to this Agreement insofar as it relates to EBT
transactions, and Bank is not liable to you in any way with respect to such Services.
For the purposes of this section, the words “we,” “our” and “us” refer only to the
Processor and not to the Bank.
We offer electronic interfaces to EBT networks for the processing, settlement and
switching of EBT transactions initiated through the use of a state-issued EBT card
(“EBT Card”) at your POS Terminal(s) for the provision of United States Department
of Agriculture, Food and Nutrition Service (“FNS”), Supplemental Nutrition
Assistance Program (“SNAP”) and Women, Infants and Children Benefits (“WIC
Benefits”) and/or government delivered Cash Benefits (Cash Benefits, together with
FNS, SNAP and WIC Benefits, collectively are referred to as the “EBT benefits”) to
EBT benefit recipients (“EBT customers”), subject to the terms below.
Acceptance of EBT Benefits. You agree to accept EBT Cards and provide
EBT benefits to EBT customers through the use of a POS Terminals, PIN pad and
printer or other equipment that meet standards as set forth in the EBT Rules
(“Authorized Terminal”) applicable to such EBT benefits during your normal
business hours, in a manner consistent with your normal business practices and in
accordance with the EBT Rules.
You will provide EBT benefits to EBT customers, in accordance with the procedures
set forth in the EBT Rules, in the amount authorized through your Authorized
Terminal upon presentation by an EBT customer of an EBT Card and such EBT
customer’s entry of a valid PIN. The “EBT Rules” means (i) all procedures that we
establish and provide to you from time-to-time regarding your acceptance of EBT
Cards and provision of EBT benefits to EBT customers; (ii) the Quest Rules, as
amended from time-to-time, issued by the National Automated Clearing House
Association and as approved by the Financial Management Service of the U.S.
Treasury Department, as necessary (and any rules that succeed or replace the
Quest Rules); and (iii) other such laws, rules, regulations and procedures that are
applicable to the acceptance of EBT Cards and the provision of EBT benefits by you
under this Section 37, including without limitation, laws pertaining to delivery of
services to EBT customers and EBT customer confidentiality, the federal Civil
Rights Act of 1964, Rehabilitation Act of 1973, Americans with Disabilities Act of
1990, Clean Air Act, Clean Water Act, Energy Policy and Conservation Act,
Immigration Reform and Control Act of 1986, regulations issued by the Department
of Agriculture pertaining to Food Stamp Program, and, any additional procedures
specified by the state regarding lost EBT Cards, forgotten PINs, discrepancies in
benefits authorized and similar matters by providing EBT customers with information
such as telephone numbers and addresses of the state or other appropriate
agencies. The “Food Stamp Program” is the government benefits program operated
under the authority of the Food Stamp Act of 1964.
If the Authorized Terminal fails to print EBT benefit issuance information as
approved and validated as a legitimate transaction, you will comply with the
procedures set forth in the EBT Rules for authorization of EBT benefits in such
instance. You are solely responsible for your provision of EBT benefits other than in
accordance with authorizations timely received from EBT service provider. You will
not resubmit any EBT Card transaction except as specifically permitted by the EBT
Rules and procedures applicable to such EBT Card transaction. You must provide a
receipt for each EBT transaction to the applicable EBT customer.
You will not accept any EBT Card for any purpose other than providing EBT
Benefits, including without limitation accepting an EBT Card as security for
repayment of any EBT customer obligation to you. In the event of any violation of
this provision, you will be obligated to reimburse the state or us for any EBT benefits
unlawfully received by either you or an EBT customer to the extent permitted by law.
Cash should never be dispensed for FNS, SNAP and WIC Benefits.
Manual EBT Vouchers. In accordance with the procedures set forth in this
Section 37 and the EBT Rules, you will manually accept EBT Cards during periods
of time when your Authorized Terminal is not working or the EBT system in not
available; you will manually provide EBT benefits in the amount authorized through
the applicable EBT service provider to the EBT customers at no cost to the EBT
customers upon presentation by an EBT customer of his/ her EBT Card. All manual
voucher authorizations must be cleared on your POS terminal for payment of
voucher to be made to you. In addition to any procedures set forth in the EBT Rules,
the following limitations will apply to manual issuance of FS Benefits by merchant:
An authorization number for the amount of the purchase must be received by you
from the applicable EBT service provider while the respective EBT customer is
present and before you provide such EBT customer with any FNS, SNAP and WIC
Benefits, or Cash Benefits, as applicable. You must not attempt to voice authorize a
manual EBT transaction if the EBT customer is not present to sign the voucher. The
i.
38.2.
38.1.
•
•
•
•
GenCP-WF-2602_PG_02.28.23 25
certain cellular telephone and data networks throughout the country (the “Wirelessofficers, employees or agents, without prior written approval of the applicable state.
certain cellular telephone and data networks throughout the country (the “Wireless
Networks”) in order to allow you to capture and transmit to Processor and Bank
certain wireless Card Authorization transactions or to transmit other communications
to our system (“Wireless Services”).
If you elect to purchase voice and/or data services directly from a third party
provider for use with the Wireless Equipment as permitted by Processor, you
acknowledge and agree that this Agreement does not address or govern those
voice and/or data services or your relationship with that third party provider, and
Servicers are in no way responsible for providing, maintaining, servicing or
supporting such third party voice and/or data services.
Purchase of Wireless Services. The prices that you will pay for the Wireless
Services are set forth on the Application. In connection with your purchase of
Wireless Services, you will receive access to a certain Wireless Network(s).
Licenses. You agree to obtain any and all licenses, permits or other authorizations
required by the Federal Communications Commission (“FCC”) or any other
regulatory authority, if any, for the lawful operation of Wireless Equipment used by
you in connection with your receipt of Wireless Services. You will promptly provide
us with all such information as we may reasonably request with respect to matters
relating to the rules and regulations of the FCC.
Wireless Equipment. You agree that in order to access the Wireless Services, you
must use wireless POS Terminals and accessories approved for use with the
Wireless Services by Processor from time to time in its sole discretion (the
“Wireless Equipment”). If Wireless Equipment is purchased by you from us as
indicated on the Application, then the terms of this Agreement apply to your use of
such Wireless Equipment.
Improvements/General Administration. We and the Wireless Vendor(s) reserve the
right to make changes, from time to time, in the configuration of the Wireless
Services, Wireless Networks, Wireless Equipment, Wireless Software, rules of
operation, accessibility periods, identification procedures, type and location of
equipment, allocation and quantity of resources utilized, programming languages,
administrative and operational algorithms and designation of the control center
serving you at the particular address.
In addition, we reserve the right to schedule, from time to time, interruptions of
service for maintenance activities.
Suspension of Wireless Services. We or a Wireless Network may suspend the
Wireless Services to: (a) prevent damages to, or degradation of, our or a Wireless
Network’s network integrity that may be caused by a third party; (b) comply with
any law, regulation, court order or other governmental request which requires
immediate action; or (c) otherwise protect us or a Wireless Network from potential
legal liability. To the extent commercially reasonable, we shall give notice to you
before suspending the Wireless Services to you. If not commercially reasonable to
give prior notice, we will give notice to you as soon as commercially practicable
thereafter. Availability of the Wireless Services may vary due to events beyond the
control of us or our Wireless Vendors. In the event of a suspension of the Wireless
Services, we or the applicable Wireless Vendor will promptly restore the Wireless
Services after the event giving rise to the suspension has been resolved.
Software Licenses. Processor hereby grants to you a non-exclusive, non-
transferable, revocable limited sublicense to use any wireless software (including
any documentation relating to or describing the wireless software) downloaded by
you or your designee from Processor’s systems onto the Wireless Equipment in
connection with your purchase and use of the Wireless Services in accordance with
the terms of this Agreement, including this Section 38. Anything in this Agreement to
the contrary notwithstanding, we or certain third parties retain all ownership and
copyright interest in and to all Wireless Software, related documentation,
technology, know-how and processes embodied in or provided in connection with
the Wireless Software, and you shall have only a nonexclusive, non-transferable
license to use the Wireless Software in your operation of the Wireless Equipment for
the purposes set forth in this Agreement. Nothing in this Agreement confers any title
or ownership of any such Wireless Software to you or shall be construed as a sale
of any rights in any such Wireless Software to you. You agree to accept, agree to
and be bound by all applicable terms and conditions of use and other license terms
applicable to such Wireless Software. You shall not reverse engineer, disassemble
or decompile the Wireless Software. You shall not give any Person access to the
Wireless Software without our prior written consent. Your obligations under this
Section 38.2 shall survive the termination of this Agreement. You acknowledge that
the only right you obtain to the Wireless Software is the right to use the Wireless
Software in accordance with the terms in this Section.
Limitation on Liability. We shall have no liability for any warranties by any
party with respect to uninterrupted Wireless Services, as set forth in Section 38.10,
or for any Person’s unauthorized access to Client’s data transmitted through either
the Wireless Equipment or Wireless Services (including the Wireless Software), or
Wireless Networks, regardless of the form of action (whether in contract, tort
(including negligence), strict liability or otherwise). The foregoing notwithstanding,
for any other liability arising out of or in any way connected with these Wireless
Services terms, including liability resulting solely from loss or damage caused by
partial or total failure, delay or nonperformance of the Wireless Services or relating
to or arising from your use of or inability to use the Wireless Services, Processor’s,
Bank’s, and Wireless Vendor(s)’ liability shall be limited to your direct damages, if
any, and, in any event, shall not exceed the lesser of the amount paid by you for the
particular Wireless Services during any period of failure, delay, or nonperformance
of the Wireless Services or $50,000.00. In no event shall Servicers, Wireless Vendor
(s) or our respective Affiliates be liable for any indirect incidental, special,
consequential or punitive damages. The remedies available to you under these
Wireless Services Terms will be your sole and exclusive remedies with respect to
the Wireless Services.
Indemnification. In addition to any other indemnifications as set forth in this
Agreement, you will indemnify and hold Servicers, Wireless Vendor(s) and our
respective officers, directors, employees, and Affiliates harmless from and against
39.4.
39.3.
39.2.
•
•
•
•
39.1.
officers, employees or agents, without prior written approval of the applicable state.
You will: (a) implement appropriate measures designed to: (1) ensure the security
and confidentiality of all non-public personal information or materials regarding
customers (“NPPI”); (2) protect against any anticipated threats or hazards to the
security or integrity of NPPI; (3) protect against unauthorized access to or use of
NPPI that could result in substantial harm or inconvenience to any customer and (4)
ensure the proper disposal of NPPI; and (b) take appropriate actions to address
incidents of unauthorized access to NPPI, including notification to us as soon as
possible.
The use of information obtained by you in the performance of your duties under this
Section 37 will be limited to purposes directly connected with such duties.
EBT Service Marks. You will adequately display any applicable state’s service
Marks or other licensed marks, including the Quest Marks, and other materials
supplied by us (collectively the “Protected Marks”) in accordance with the standards
set by the applicable state. You will use the Protected Marks only to indicate that
EBT benefits are issued at your location(s) and will not indicate that we, any state or
its EBT service provider endorse your goods or services. Your right to use such
Protected Marks pursuant to this Agreement will continue only so long as this
Section 37 remains in effect or until you are notified by us, any state or its EBT
service provider to cease their use or display. You will not use the Marks of any EBT
service provider without prior written approval from such EBT service provider.
Miscellaneous.
Errors. You will fully cooperate with us and any other participants in the EBT
system in the resolution of errors and disputes regarding EBT transactions
processed pursuant to this Section 37. You will promptly notify us of any such errors
or disputes.
Issuance Records.
You agree to make available such informational materials as may be required by
the state, its EBT service provider or any applicable regulations pertaining to the
issuance of Benefits.
You will retain all EBT-related records (including but not limited to manual sales
drafts or vouchers) in the manner required by the EBT Rules or otherwise
reasonably requested by us for three (3) years following the date of the applicable
EBT transaction, or for such additional period as may be required by the EBT Rules.
Records involving matters in litigation will be kept by you for a period of not less
than three (3) years following the termination of the applicable litigation. Copies of
any documents in media other than paper (e.g., microfilm, etc.) related to this
Section 37 may be substituted for the originals to the extent permitted under
applicable EBT Rules and provided that legible paper copies can be reproduced
within a reasonable time after such records are requested.
You will make all EBT-related records available for audit upon request to
representatives of the state or its EBT service provider, or other authorized state or
federal government agency during normal business hours.
To assure compliance with this Agreement, including without limitation this
Section 37, the state, its EBT service provider, or other authorized state or federal
government agency, will at all times, upon advance notice except in the case of
suspected fraud or other similar activity, have the right to enter, during normal
business hours, your premises to inspect or evaluate any work performed under this
Agreement, or to obtain any other information required to be provided by you or
otherwise related to this Agreement.
Training. You will train and permit your employees to receive training
regarding the issuance of EBT benefits.
Amendments. Notwithstanding anything to the contrary in this Agreement, if
any of these terms and conditions are found to conflict with the EBT Rules or federal
or state policy, these terms and conditions are subject to reasonable amendment by
us, a state or its EBT service provider to address such conflict upon written notice to
you and such amendment shall become effective upon such notice.
State Action. Nothing contained herein shall preclude a state from
commencing appropriate administrative or legal action against you or for making
any referral for such action to any appropriate federal, state, or local agency.
Reference to State. Any references to state herein will mean the state in
which you accept EBT benefits pursuant to this Section 37. If you accept EBT
benefit in more than one state pursuant this Section 37, then the reference will
mean each such state severally, not jointly.
Third Party Beneficiaries. These terms and conditions, do not create, and
will not be construed as creating, any rights enforceable by any person not having
any rights directly under this Agreement, except that the state and its Issuer, as
defined in the Quest Rules, will be deemed third party beneficiaries of the
representations, warranties, covenants and agreements made by you under the
Agreement, including without limitation this Section 37.
39. Special Provisions Regarding Wireless Service
If you elect to purchase the Wireless Services from us as indicated on the
Application, then the following terms and conditions of this Section 38, referred to as
the shall apply. THE WIRELESS SERVICES ARE“Wireless Services Terms,”
BEING SOLD TO YOU FOR USE IN BUSINESS AND ARE NOT BEING SOLD TO
YOU FOR HOUSEHOLD OR PERSONAL USE. Sale of Wireless Services is made
by Processor and not the Bank. The Services provided, transactions processed and
other matters contemplated under this Section 38 are subject to the rest of this
Agreement, as applicable, except to the extent the terms of this Section 38 directly
conflict with another section of this Agreement, in which case the terms of this
Section 38 will control; provided, however, that Bank is not a party to this Agreement
insofar as it relates to Wireless Services, and Bank is not liable to you in any way
with respect to such services. For the purposes of this section, the words “we,” “our”
and “us” refer only to the Processor and not to the Bank.
Through one or more third party vendors (“Wireless Vendor(s)”) selected by us in
our sole discretion, we have acquired the right to resell certain wireless data
communication services that use radio base stations and switching offered by
38.9.7.
38.9.6.
38.9.5.
38.9.4.
38.9.3.
iv.
iii.
ii.
i.
38.9.2.
38.9.1.
38.9.
38.8.
GenCP-WF-2602_PG_02.28.23 26
Data Protection; Responsibilities of Client. Data Protection applies only to40.4.any and all losses, claims, liabilities, damages, costs or expenses arising from or
Data Protection; Responsibilities of Client. Data Protection applies only to
card transactions sent from you to us for authorization and settlement pursuant to
the Agreement, and specifically excludes electronic check transactions. You are
responsible to comply with the following regarding your use of Data Protection:
Data Protection can only be used with an eligible POS device, gateway,
interactive voice response system, or similar system or equipment sale device,
gateway, that is certified by us for use with Data Protection. If you are uncertain
whether your equipment is eligible or certified, please contact us. It is your
responsibility to ensure that you have eligible equipment in order to use Data
Protection.
You must demonstrate and maintain your current PCI DSS compliance
certification. Compliance must be validated either by a Qualified Security Assessor
(QSA) with corresponding Report on Compliance (ROC) or by successful
completion of the applicable PCI DSS Self-Assessment Questionnaire (SAQ) or
Report on Compliance (ROC), as applicable, and if applicable to your business,
passing quarterly network scans performed by an Approved Scan Vendor, all in
accordance with card organization rules and PCI DSS. Use of the Data Protection
will not, on its own, cause you to be compliant or eliminate your obligations to
comply with PCI DSS or any other Card Organization Rule. You must also ensure
that all third parties and software that you use for payment processing comply with
the PCI DSS.
You must deploy Data Protection (including implementing any upgrades to such
service within a commercially reasonable period of time after receipt of such
upgrades) throughout your systems including replacing existing Card numbers on
your systems with Tokens. Full Card numbers must never be retained, whether in
electronic form or hard copy.
You must use the Token in lieu of the Card number for ALL activities subsequent
to receipt of the authorization response including, settlement processing, retrieval
processing, chargeback and adjustment processing and transaction reviews.
If you send or receive batch files containing completed Card transaction
information to/from us, you must use the service provided by us to enable such files
to contain only Tokens or truncated information.
You must use truncated report viewing and data extract creation within reporting
tools provided by us.
You are required to follow rules or procedures we may provide to you from time
to time regarding your use of Data Protection. We will provide you with advance
written notice of any such rules or procedures or changes to such rules or
procedures.
You will use only unaltered version(s) of Data Protection and will not use, operate
or combine Data Protection or any related software, materials or documentation, or
any derivative works thereof with other products, materials or services in a manner
inconsistent with the uses contemplated in this section.
You will promptly notify us of a breach of any these terms.
Tokenization Limited Warranty. Subject to the terms of this Agreement, we
(i) warrant that each token returned to you through Data Protection cannot be used
to initiate a financial sale transaction by an unauthorized entity/person outside your
point of sale systems and facilities where you process and /or store transaction data
(the “Limited Warranty”); and (ii) agree to indemnify and hold you harmless from
direct damages, including third party claims, resulting from our breach of the Limited
Warranty. This express remedy for our breach of the Limited Warranty constitutes
our entire liability and your sole and exclusive remedy for our breach of the Limited
Warranty.
The Limited Warranty is void if (a) you use Data Protection in a manner not
contemplated by, or you are otherwise in violation of, this Agreement or any other
agreement relating to Cards eligible for Data Protection; (b) you are grossly
negligent or engage in intentional misconduct; or (c) you no longer have a
processing relationship with us.
Disclaimer; Clover Security Plus Does Not Guarantee Compliance or Security.
USE OF CLOVER SECURITY PLUS, SOFTWARE OR ANY EQUIPMENT
(INCLUDING ANY SERVICES, SOFTWARE OR EQUIPMENT PROVIDED BY OR
THROUGH A THIRD PARTY) IS AT YOUR OWN RISK AND TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW THE CLOVER SECURITY PLUS,
EQUIPMENT AND ANY SOFTWARE IS PROVIDED “AS IS” AND WE DISCLAIM
ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO
YOU OR ANY OTHER PERSON, INCLUDING ANY WARRANTIES REGARDING
QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR THAT THE CLOVER SECURITY PLUS, EQUIPMENT OR ANY
SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE OR THAT
THE CLOVER SECURITY PLUS, EQUIPMENT OR SOFTWARE ARE SECURE,
FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR DO NOT
INFRINGE THE RIGHTS OF ANY PERSON.
YOU MUST COMPLY WITH ALL RULES OR PROCEDURES RELATING
TO CLOVER SECURITY PLUS (OR ANY COMPONENT OF CLOVER SECURITY
PLUS) THAT WE GIVE YOU FROM TIME TO TIME. YOU MUST ALSO
IMPLEMENT ALL UPDATES TO CLOVER SECURITY PLUS WITHIN A
REASONABLE PERIOD OF TIME AFTER YOU RECEIVE THEM. YOU ARE
SOLELY RESPONSIBLE FOR BACKING UP AND/OR OTHERWISE
PROTECTING YOUR DATA, SYSTEMS, AND SERVICE.
Use of Clover Security Plus does not (a) guarantee compliance with any
laws, Rules, or applicable standards (including the PCI DSS), (b) affect your
obligation to comply with laws, Rules, and applicable standards (including the PCI
DSS), or (c) guarantee protection against a Data Incident. Your use of Clover
Security Plus involves inherent risks, including system performance, availability, and
data corruption. We make no promise, and disclaim all warranties of any kind, that
the use of Clover Security Plus will detect all vulnerabilities on your system, or that
our vulnerability assessments, suggested solutions, information, or advice is error-
free or complete.
Intellectual Property Rights.40.7.
40.6.3.
40.6.2.
40.6.1.
40.6.
40.5.
i)
h)
g)
f)
e)
d)
c)
b)
a)
40.4.any and all losses, claims, liabilities, damages, costs or expenses arising from or
related to: (a) the purchase, delivery, acceptance, rejection, ownership, possession,
use condition, liens against, or return of the Wireless Equipment or the Wireless
Equipment (including the Wireless Software), as applicable; (b) your negligent acts
or omissions; (c) any breach by you of any of your obligations under this Section 38;
or (d) any Person’s unauthorized access to Client’s data and/or unauthorized
financial activity occurring on your Merchant Identification Number hereunder,
except to the extent any losses, liabilities, damages or expenses result from our
gross negligence or willful misconduct.
Confidentiality. All information or materials which could reasonably be
considered confidential or competitively sensitive that you access from or relate to
either Wireless Vendor(s) or Servicers related to the subject matter of these
Wireless Services Terms will be considered confidential information. You will
safeguard our confidential information with at least the same degree of care and
security that you use for your confidential information, but not less than reasonable
care.
Termination. In addition to any other provision in this Agreement, the Wireless
Services being provided under this Section 38 may terminate:
Immediately upon termination of the agreement between us (or our Affiliates) and
Wireless Vendor(s), provided that we will notify you promptly upon our notice or
knowledge of termination of such agreement, provided further that if Wireless
Vendor(s) loses its authority to operate less than all of the Wireless Services or if
the suspension of any authority or non-renewal of any license relates to less than all
of the Wireless Services, then these Wireless Services Terms will terminate only as
to the portion of the Wireless Services affected by such loss of authority, suspension
or non-renewal; or
Immediately if either we or our Affiliates or Wireless Vendor(s) are prevented from
providing the Wireless Services by any law, regulation, requirement, ruling or notice
issued in any form whatsoever by judicial or governmental authority (including
without limitation the FCC).
Effect of Termination. Upon termination of these Wireless Services Terms for
any reason, you will immediately pay to us all fees due and owing to us hereunder.
If these Wireless Services terms terminate due to a termination of the agreement
between us or our Affiliates and Wireless Vendor(s), then we may, in our sole
discretion, continue to provide the Wireless Services through Wireless Vendor(s) to
you for a period of time to be determined as long as you continue to make timely
payment of fees due under these Wireless Services Terms.
Third Party Beneficiaries. Wireless Vendor(s) are third party beneficiaries of
these Wireless Services Terms and may enforce its provisions as if a party hereto.
Other Applicable Provisions. You also agree to be bound by all other terms
and conditions of this Agreement.
Disclaimer. Wireless Services use radio transmissions, so Wireless Services
can’t be provided unless your Wireless Equipment is in the range of one of the
available Wireless Networks’ transmission sites and there is sufficient network
capacity available at that moment. There are places, particularly in remote areas,
with no service at all. Weather, topography, buildings, your Wireless Equipment, and
other conditions we don’t control may also cause failed transmissions or other
problems. PROCESSOR, BANK, AND WIRELESS VENDOR(S) DISCLAIM ALL
REPRESENTATIONS AND WARRANTIES RELATING TO WIRELESS SERVICES.
WE CANNOT PROMISE UNINTERRUPTED OR ERROR-FREE WIRELESS
SERVICE AND DO NOT AUTHORIZE ANYONE TO MAKE ANY WARRANTIES
ON OUR BEHALF.
40. Special Provisions Regarding Clover Security Plus
Clover Security Plus consists of a POS security monitor, the TransArmor Data
Protection service, and tools that you can use to help you meet your PCI DSS
compliance obligations. Each of these services is described in more detail below.
Clover Security Plus is provided to you by Processor and not by Bank. Clover
Security Plus is available only for Level 3 and Level 4 merchants, as defined by the
Payments Organizations. Clover Security Plus is not available for Level 1 or Level 2
merchants.
The POS security monitor offers you monitoring, scanning, and anti-virus
software services for your point of sale computer systems. The TransArmor Data
Protection service is described in Sections 39.14 and 39.15.
Scanning Authority; Scanning Obligations. You represent and warrant that
you have full right, power, and authority to consent for Clover Security Plus to scan
for vulnerabilities in the IP address and/or URL and/or domain names identified to
us by you for scanning, whether electronically or by any other means, whether
during initial enrollment or thereafter. If applicable, you shall obtain all consents and
authorizations from any third parties necessary for us or our vendors to perform the
Clover Security Plus services, including, without limitation, third party data centers,
co-locations and hosts. We will not be required to execute agreements with any
such third parties. You agree to defend, indemnify and hold us and our vendors
harmless from any third party claim that such access was not authorized. You may
use Clover Security Plus and portals only to scan IP addresses, URLs and domain
names owned by and registered to you. You understand that your failure to provide
a complete list of and complete access to your IP addresses will significantly impair
the scanning services and may result in incomplete or inaccurate results. You agree
that the Clover Security Plus services hereunder, including without limitation their
functionality and contents, constitute confidential information, and your use and/or
access to the Clover Security Plus is subject to the terms of confidentiality set forth
in this Agreement.
Data Collection. In the course of providing the Clover Security Plus, we may
collect information relating to activities on your network (the “Data”) including, but
not limited to: network configuration, TCP/IP packet headers and contents, log files,
malicious codes, and Trojan horses. We retain the right to use the Data or
aggregations thereof for any reasonable purpose.
40.3.
40.2.
40.1.
39.10.
39.9.
39.8.
39.7.
b)
a)
39.6.
39.5.
GenCP-WF-2602_PG_02.28.23 27
actions that would interfere with the proper working of any part of the CloverAll right, title, and interest in and to all confidential information and40.7.1.
actions that would interfere with the proper working of any part of the Clover
Security Plus, prevent access to or use of any of the Clover Security Plus by other
users, or in our reasonable judgment, impose a large load on our infrastructure,
network capability or bandwidth; or (e) use the Clover Security Plus (or any part)
except as permitted in this Agreement.
We have the right to rely on user names, password and other sign on
credentials/access controls for the Clover Security Plus or any Software (including
Federated Single Sign-on credentials) provided or approved by us to authenticate
access to, and use of, the Services and any Software.
Indemnification. In addition to other indemnifications provided in this
Agreement, you agree to indemnify and hold us, our Affiliates and third party service
providers harmless from and against all losses, liabilities, damages and expenses
arising from (a) your use of the Clover Security Plus, including any Software or
Equipment provided under this Agreement; or (b) any other person’s authorized or
unauthorized access and/or use of the Clover Security Plus (or any part), Software
or Equipment, whether or not using your unique username, password, or other
security features.
Liability Waiver.
Subject to your subscribing to the entire Clover Security Plus bundle and to
the terms of this Agreement, we agree to waive liability that you have to us under
this Agreement for Security Event Expenses resulting from a Data Incident first
discovered by you or us while you are receiving and utilizing the Clover Security
Plus (the “Liability Waiver”).
The maximum amount of Liability Waiver for all Data Incident Expenses
arising out of or relating to your Data Security Events first discovered during any
Program Year regardless of the number of such Data Security Events is as follows:
$100,000.00 maximum per each MID you have; and
$500,000 aggregate maximum for all of your MID’s.
In addition to Section 39.12.2., the maximum amount of Liability Waiver
during any TransArmor Program Year for EMV Upgrade Costs is further limited as
follows:
$10,000 maximum per each MID you have; and
$25,000.00 aggregate maximum for all of your MID’s.
These limitations apply during each twelve-month period from June 1 through May
31 regardless of the number of Data Incidents you may experience.
All Data Incident Expenses resulting from the same, continuous, related or
repeated event or facts will be deemed to arise out of one Data Incident for
purposes of these limits. The Liability Waiver is available only while you are using
and paying for Clover Security Plus.
The Liability Waiver will not apply to any of the following: (a) any Data
Incident that began before you started using Clover Security Plus or that is reported
to us after you stopped using Clover Security Plus; (b) any fines or assessments
against you that are not the direct result of a Data Incident; (c) any repeated Data
Incidents, unless between the repeated events a qualified security assessor certified
you as PCI-compliant; (d) any routine or recurring expenses for security
assessments, regulatory examinations, or compliance activities; (e) any Data
Incident that occurs during any period of time that (1) a Payments Organization has
categorized you as a Level 1 or Level 2 merchant, or (2) you have processed more
than 6 million transactions during the 12-month period before the Data Incident; (f)
any expenses (other than Data Incident Expenses) incurred to bring you into
compliance with the PCI DSS or a similar security standard; or (g) any Data Incident
Expenses that arise out of an uncontrollable event or any intentional, reckless, or
grossly negligent misconduct on your part.
Export Compliance
You agree not to export or re-export any Software or Equipment or any
underlying information except in full compliance with all applicable laws and
regulations.
None of the Software or Equipment or any underlying information may be
downloaded or otherwise exported or re-exported (a) to any country to which the
United States has embargoed goods (or any national or resident thereof); (b) to
anyone on the United States Treasury Department’s list of Specially Designated
Nationals or the United States Commerce Department’s Table of Deny Orders; or
(c) in any manner not in full compliance with the requirements of the United States
Bureau of Industry and Security and all applicable Export Administration
Regulations.
If you have rightfully obtained Software or Equipment or any underlying
information outside of the United States, you agree not to re-export the same except
as permitted by the laws and regulations of the United States and the laws and
regulations of the jurisdiction in which you obtained it. You warrant that you are not
located in, under the control of, or a national or resident of any such country or on
any such list.
Definitions:
Card Organization Assessment means a monetary assessment, fee, fine or
penalty levied against you or us by a Card Organization as the result of (i) a Data
Security Event or (ii) a security assessment conducted as the result of a Data
Security Event; provided, that The Card Organization Assessment shall not exceed
the maximum monetary assessment, fee, fine or penalty permitted upon the
occurrence of a Data Security Event by the applicable rules or agreement in effect
as of the inception date of this Agreement for such Card Organization;
Cardholder Information means the data contained on a Card, or otherwise
provided to Client, that is required by the Card Organization or us in order to
process, approve and/or settle a Card transaction;
Card Replacement Expenses means the costs that the we or you are required
to pay by the Card Organization to replace compromised Cards as the result of (i) a
Data Security Event or (ii) a security assessment conducted as the result of a Data
Security Event;
Data Protection is a Clover Security Plus service that provides encryption ofd)
c)
b)
a)
40.14.
40.13.3.
40.13.2.
40.13.1.
40.13.
40.12.5.
40.12.4.
b)
a)
40.12.3.
b)
a)
40.12.2.
40.12.1.
40.12.
40.11.
40.10.3.
All right, title, and interest in and to all confidential information and
intellectual property related to the Clover Security Plus (including the Marks, all
Software , the content of any materials, web screens, layouts, processing
techniques, procedures, algorithms, and methods and any updates, changes,
alterations, or modifications to or derivative works from such intellectual property),
owned, developed or licensed by us prior to, during the term of, or after this
Agreement, or employed by us in connection with the Clover Security Plus, shall be
and remain, as among the Parties or our Affiliates’, our vendors’ or our licensors’ (as
applicable) sole and exclusive property, and all right, title and interest associated
with the Clover Security Plus, Equipment and Software not expressly granted by us
in this Agreement are deemed withheld. You may not use our Marks in any manner,
including in any advertisements, displays, or press releases, without our prior written
consent.
You may not, nor may you permit any third party to do any of the following:
(a) decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct
or discover by any means any source code, underlying ideas or algorithms of the
Clover Security Plus, Software or Equipment (or any part), except to the extent that
such restriction is expressly prohibited by law; (b) modify, translate, or alter in any
manner, the Clover Security Plus, Software or Equipment (or any part) or the Marks;
(c) create derivative works of or based on the Clover Security Plus (or any part),
Software or the Marks; (d) except for backup and archival purposes, directly or
indirectly copy the Clover Security Plus or any Software (or any part); (e) republish,
upload, post, transmit, disclose, or distribute (in any format) the Clover Security Plus
or Software (or any part) except as permitted in this Agreement; or (f) remove,
relocate, or otherwise alter any proprietary rights notices from the Clover Security
Plus, Software or Documentation (or any part) or the Marks.
If we provide you with copies of or access to any Software or
Documentation, unless otherwise expressly stated in writing, that Software and
Documentation is provided on a personal, non-exclusive, non-transferable, non-
assignable, revocable limited license for the period of your subscription to the
applicable Clover Security Plus service and solely for you to access and use the
Software and Documentation to receive the relevant Clover Security Plus service for
its intended purpose on systems owned or licensed by you. Software can only be
used with certain computer operating systems and it is your responsibility to ensure
that you have the appropriate hardware and software to use the Software.
You shall not take any action inconsistent with the stated title and ownership
in this Section 39. You will not file any action, in any forum that challenges the
ownership of any part of the Clover Security Plus or any software, materials or
Documentation. Failure to comply with this provision will constitute a material breach
of this Agreement. We have the right to immediately terminate your access to and
use of the Clover Security Plus in the event of a challenge by you.
If you are acquiring any of the Clover Security Plus services on behalf of any
part of the United States Government (Government): any use, duplication, or
disclosure by the Government is subject to the restrictions set forth in
subparagraphs (a) through (d) of the Commercial Computer Software-Restricted
Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the
Rights in Technical Data and Computer Software clause at DFARS 252.227-7013,
and in similar clauses in the NASA FAR Supplement; (b) we are the contractor
/manufacturer, with the address set forth in this Agreement; and (c) any use,
modification, reproduction, release, performance, display or disclosure of Clover
Security Plus and /or the accompanying documentation by the Government or any
of its agencies shall be governed solely by the terms of this Agreement and shall be
prohibited except to the extent expressly permitted by this Agreement.
Software Updates, Maintenance and Changes.
We may perform maintenance on Software or Clover Security Plus which
may result in service interruptions, delays, or errors. We will not be liable for any
such interruptions, delays, errors, or bugs. You agree that we may contact you in
order to assist you with the Software or Services and obtain information needed to
identify and fix any errors. We may, at our discretion, release enhancements,
improvements or other updates to any Software, or otherwise make any changes to
the Clover Security Plus (or any part).
You acknowledge and understand that certain Software can automatically
install, download, and /or deploy updated and /or new components, which may
include a new version of the Software itself. You shall not, in any event or in any
manner, impede the update process. You agree to assume full responsibility and
indemnify us for all damages and losses, of any nature, for all adverse results or
third party claims arising from your impeding the update process.
Accessing Services via the Internet or third parties. You agree that we shall
not be liable to you for any claims, damages, losses, obligations, costs or expenses
or other liability arising directly or indirectly from or otherwise concerning (a) any
termination, suspension, delay or disruption of service (including billing for a service)
by the internet, any common carrier or any third party service provider; (b) any
failure, disruption or malfunction of the Clover Security Plus, the Internet, or any
communications network, facility or equipment beyond our or a third party’s
reasonable control, whether or not attributable to one or more common carriers; or
(d) any failure to transmit, obtain or collect data or for human, machine or software
errors or faulty or erroneous input by you.
Access and Use of Services.
Unless we otherwise agree in writing, the Clover Security Plus shall be for
your internal business use in the United States and US territories or possessions
only.
You shall not and shall not permit any third party to: (a) access or attempt
to access any of the Clover Security Plus service that is not intended to be available
to you;
(b) access or use (in any format) the Clover Security Plus (or any part) through any
time-sharing service, service bureau, network, consortium, or other means; (c)
without our advanced written consent, use, ship or access TransArmor (or any part)
outside or from outside of the United States; (d) perform or attempt to perform any
40.10.2.
40.10.1.
40.10.
40.9.
40.8.2.
40.8.1.
40.8.
40.7.5.
40.7.4.
40.7.3.
40.7.2.
40.7.1.
GenCP-WF-2602_PG_02.28.23 28
even though it may be conditional, contingent, indirect, potential, secondary,cardholder data at your payment environment and replaces the data with a token or
even though it may be conditional, contingent, indirect, potential, secondary,
unaccrued, unasserted, unknown, unliquidated, or unmatured.
Confidential Information means the Payeezy Gateway Services, Documentation,
operational procedures, the terms and conditions of this Section 40 (including any
schedule, exhibit or addendum), pricing or other proprietary business information,
and any other information provided to you by us, whether or not such information is
marked as confidential; provided, however, that Confidential Information will not
include information that: (a) is or becomes generally known to the public through no
fault of yours; (b) was lawfully obtained by you from a third party free of any
obligation of confidentiality; (c) was already in your lawful possession prior to receipt
thereof, directly or indirectly, from the disclosing party; (d) is independently
developed by you without the use of the Confidential Information; (e) is disclosed
with our express written permission; or (f) is disclosed pursuant to a lawful court or
governmental order, provided you provide us with prompt prior written notice of any
proceeding that may involve such an order, and an opportunity to contest any
disclosure at such proceeding.
Customer means your customer who would like to provide payment for your goods
or services.
Documentation means any and all manuals and other written materials in any form
provided for use with the Software, as amended by us from time to time, the terms
of which are incorporated in this Section 40 as if fully set forth herein.
Intellectual Property Rights means any and all patents, copyrights, trademarks,
trade secrets, service marks, and any other intellectual property rights, and any
applications for any of the foregoing, in all countries in the world.
Merchant Account shall mean an account set up for a merchant that requires a
card processor, bank, merchant ID, terminal ID, merchant identification number, or
otherwise named unique merchant number. Multiple physical or virtual storefronts
that process transactions under the same unique merchant number shall be
deemed as one (1) Merchant Account.
Payeezy Gateway Services or Services means the products or services offered
through the Platform including, but, not limited to payment processing services such
as authorization of transactions to the appropriate payment processing network or
third party service provider, transaction responses (approved, declined), and the
detailed reporting of those transactions, and all related and applicable Software.
Platform means our operated, or approved, electronic payment platform(s) and /or
gateway(s) (also referred to as the “Payeezy Gateway”) through which the payment
Services contemplated under this Section 40 are provided.
Software means all applications, protocols, software components and other
interfaces and software provided by us to you pursuant to this Section 40, and any
and all Updates.
Updates means an embodiment of the Software that provides enhancements and
/or improvements.
Your Systems means any web site(s) or interfaces to the Services that are
operated or maintained by you or on your behalf through which transactions are
submitted for processing, and all your other associated systems.
Fees. Client shall pay Processor the fees for the Payeezy Gateway Services
as set forth on the Application. A separate account with us for Payeezy Gateway
Services shall be required for each separate Merchant Account held by you.
Term; Termination. The Payeezy Gateway Services shall commence as of
the effective date of this Agreement and shall remain in effect until terminated by
either party as provided herein. Either party may terminate these Services upon
giving the other party at least thirty (30) days prior written notice. We may suspend
or terminate your access to the Services without prior notice, with or without cause.
Regardless of the reason for termination, you shall be responsible for the payment
of all fees due up to and including the effective date of termination.
License Grant.
License. Subject to the terms and conditions of this Agreement (including
additional rights and licenses granted in the Documentation), we hereby grant you
and you hereby accept a non-sublicensable, royalty free, non-exclusive,
nontransferable, revocable limited license to use the Services, during the term of
this Agreement, for the sole and limited purpose of submitting payment transactions
to us for processing, and otherwise using our Services as set forth herein. For
clarity, all references to Services in this Agreement shall include the applicable
Software.
Documentation License. Subject to the terms and conditions of this
Agreement, we hereby grant, and you hereby accept, a non-sublicensable, royalty
free, non-exclusive, non-transferable, revocable limited license to use the
Documentation during the term of this Agreement for the sole and limited purpose of
supporting your use of the Services. You shall strictly follow all Documentation
provided to you, as it may be amended from time to time by us, in our discretion. To
the extent that there is any conflict between the Documentation and the terms of
Agreement, the terms of this Section 40 shall govern and control.
Use Restrictions. You acknowledge that the Services and Documentation
constitute our intellectual property, therefore, you shall not, and shall not cause or
permit any third party to: (i) use the Services in any way, other than in accordance
with this Agreement or the Documentation or as otherwise instructed by us in
writing; (ii) use the Services or Documentation, either directly or indirectly, for
benchmarking purposes or to develop any product or service that competes with the
products and services provided under this Section 40; (iii) disassemble, decompile,
decrypt, extract, reverse engineer or modify the Services, or otherwise apply any
procedure or process to the Services in order to ascertain, derive, and/or
appropriate for any reason or purpose, the source code or source listings for the
Services or any algorithm, process, procedure or other information contained in the
Services, except as otherwise specifically authorized in accordance with this Section
40; (iv) provide the Services or Documentation to any third party, other than to your
authorized employees and contractors who are subject to a written confidentiality
agreement, the terms of which are no less restrictive than the confidentiality
provisions of the Agreement; (v) use, modify, adapt, reformat, copy or reproduce the
Services or Documentation or any portion thereof, except as is incidental to the
41.4.3.
41.4.2.
41.4.1.
41.4.
41.3.
41.2.
cardholder data at your payment environment and replaces the data with a token or
randomly generated number;
Clover Security Plus is the suite of security services provided by us and known
as TransArmor.
Data Security Event means the actual or suspected unauthorized access to or
use of Cardholder Information, arising out of your possession of or access to such
Cardholder Information, which has been reported (i) to a Card Organization by you
or us or (ii) to you or us by a Card Organization. All Security Event Expenses and
Post Event Services Expenses resulting from the same, continuous, related or
repeated event or which arise from the same, related or common nexus of facts, will
be deemed to arise out of one Data Security Event;
Documentation means any documents, instructions, web screen, layouts or any
other materials provided by us relating to the Software or the Clover Security Plus;
Equipment means equipment rented to or purchased by you under this
Agreement and any documents setting out additional terms on which Equipment is
rented to or purchased by you;
EMV Upgrade Costs means cost to upgrade payment acceptance and
processing hardware and software to enable you to accept and process EMV-
enabled Card in a manner compliant with PCI Data Security Standards;
Forensic Audit Expenses means the costs of a security assessment conducted
by a qualified security assessor approved by a Card Organization or PCI Security
Standards Council to determine the cause and extent of a Data Security Event;
Liability Waiver has the meaning as set forth in Section 39.12.1 above;
Marks means the names, logos, emblems, brands, service marks, trademarks,
trade names, tag lines or other proprietary designations;
Post Event Services Expenses means reasonable fees and expenses incurred
by us or you with our prior written consent, for any service specifically approved by
us in writing, including, without limitation, identity theft education and assistance and
credit file monitoring. Such services must be provided by or on behalf of us or you
within one (1) year following discovery of a Data Security Event to a Cardholder
whose Cardholder Information is the subject of that Data Security Event for the
primary purpose of mitigating the effects of such Data Security Event;
Program Year means the period from November 1st through October 31st of
each year;
Security Event Expenses means Card Organization Assessments, Forensic
Audit Expenses and Card Replacement Expenses. Security Event Expenses also
includes EMV Upgrade Costs you agree to incur in lieu of a Card Organization
Assessment;
Software means all software, computer programs, related documentation,
technology, know-how and processes embodied in the Equipment (i.e. firmware) or
otherwise provided to you under this Agreement. For the avoidance of doubt, the
term Software shall not include any third party software available as part of a service
provided from someone other than us or our vendors or which may be obtained by
you separately from the Clover Security Plus (e.g. any applications downloaded by
you through an application marketplace);
TransArmor PCI is a Clover Security Plus service that provides access to online
PCI DSS Self-Assessment Questionnaires (SAQ) to validate PCI data standards:
and
TransArmor Data Protection Service
The TransArmor Data Protection service encrypts cardholder data at the
point of transaction and replaces it with a unique identifier (a token) that is returned
with the authorization response. You must use the token you receive with the
authorization response instead of the card number for all other activities associated
with the transaction, including settlement, retrieval, chargeback, or adjustment
processing as well as transaction reviews. If you fully deploy and use the
TransArmor Data Protection service, the token returned to you with the authorization
response cannot be used to initiate a financial sale transaction by an unauthorized
person outside your point of sale systems or the systems where you store your
transaction data. The TransArmor Data Protection service can only be used with a
point of sale device, gateway, or service that we have certified as being eligible for
the TransArmor Data Protection service. The TransArmor Data Protection Service is
provided to you by Processor and not by Bank.
Use of the TransArmor Data Protection Service does not (a) guarantee
compliance with any laws, Rules, or applicable standards (including the PCI DSS),
(b) affect your obligation to comply with laws, Rules, and applicable standards
(including the PCI DSS), or (c) guarantee protection against a Data Incident.
41. Special Provisions Regarding Payeezy Gateway Services
If you elect to utilize the Payeezy Gateway Services, the following additional terms
and conditions of this Section 40 shall apply.
The Payeezy Gateway Services are provided to you by Processor and not Bank.
Bank is not a party to this Agreement insofar as it applies to the Payeezy Gateway
Services, and Bank is not liable to you in any way with respect to such services. For
the purposes of this Section 40, the words “we,” “our” and “us” refer only to the
Processor and not the Bank.
The Payeezy Gateway Services provided and other matters contemplated under
this Section 40 are subject to the rest of this Agreement, as applicable, except to the
extent the terms of this Section 40 directly conflict with another provision of this
Agreement, in which case the terms of this Section 40 will control.
Definitions. Capitalized terms used in this Section 40 shall have the meaning
given as defined in this Section or as defined in the Glossary or elsewhere in this
Agreement.
Claim means any arbitration award, assessment, charge, citation, claim, damage,
demand, directive, expense, fine, interest, joint or several liability, lawsuit or other
litigation, notice, infringement or misappropriation of any Intellectual Property Right
or violation of any law, and any consequential, indirect, special, incidental or punitive
damages and any attorney’s fees and expenses incurred in connection therewith.
For purposes of the foregoing Claim definition, a Claim shall be considered to exist
41.1.
40.16.
40.15.
q)
p)
o)
n)
m)
l)
k)
j)
i)
h)
g)
f)
e)
SM
GenCP-WF-2602_PG_02.28.23 29
for any unauthorized access to your data or Your Systems by any means or device.purposes of this Section 40, or for archival purposes (any copies made hereunder
for any unauthorized access to your data or Your Systems by any means or device.
Suspension of Access to the Platform and Services. We may suspend
your access to the Platform and Services, without prior notice, with cause. For
purposes of this Section 40 the term “cause”, in addition to cause as defined under
the Agreement, shall mean that significant activity by you has been detected (which
excludes a high volume of transactions) or the security or integrity of the Platform is
materially compromised. We will make commercially reasonable efforts to provide
prior notification to you of any such proposed suspension and provide you with a
reasonable opportunity to cure, provided just you (and no other user) are affected,
and provided such cure is allowed by the applicable law or the Card Organization
Rules. If prior notification to you is not possible because such significant activity or
security issue would materially and adversely affect other users of the Platform and
Services, then we will provide notice of such suspension as promptly as possible
thereafter with detailed information regarding the suspected fraudulent activity or
security issue, as well as any other information that can assist you with identifying
the root cause of the problem responsible for such suspension. Upon a
determination by us that you are not responsible for the fraudulent activity or
security issue resulting in the suspension or any security threat as abated, the
Services and your license to the Software shall be promptly re-activated and the
Services under this Section
40 shall recommence. Regardless of the reason for such suspension, you shall be
responsible for the payment of all fees due up to and including the effective date of
the suspension.
Security of Information. We will use commercially reasonable efforts to
maintain the security of the Services and the Platform. You will use commercially
reasonable efforts to maintain the security of Your Systems. Such steps by you will
be taken at your sole cost and expense, and shall include, without limitation: (i)
creating firewalls to protect against unauthorized access to Your Systems by your
employees, contractors, Customers, or by any other person; and (ii) implementing
reasonable protective techniques suggested by us. You further agree that you will
be bound by and comply with all of our and all Card Organization security rules and
regulations as they now exist or as each may be amended or supplemented from
time to time. Notwithstanding the foregoing, the parties recognize that there is no
guarantee or absolute security of information that is communicated over the internet.
Privacy. We have adopted online Privacy Statement(s) to inform individuals
as to our online collection and use of personal information. You agree that, during
the term of this Agreement, you will adequately communicate and comply with an
appropriate privacy policy explaining your online collection and use of the personal
information of your Customers. Unless required by law, Card Organization Rules, or
done pursuant to this Agreement, you shall not, under any circumstances, sell,
purchase, provide, or otherwise disclose any customer’s account information,
transaction information, or other personal information to any third party. You shall
store all data securely. We may advise potential users of the services that we have
a relationship with you.
Audit Rights. Upon notice to you, we may audit your usage, records and
security of the Services, your Customer’s payment processing information, and the
services provided hereunder to ensure (i) that you are using the Services in full
compliance with the provisions of this Section 40; (ii) that all applicable fees have
been paid; (iii) that you are adhering to your privacy policy; and; (iv) that you are in
full compliance with all applicable laws, regulations and rules (including but not
limited to Card Organization Rules). Any such audit shall be conducted during
regular business hours at your offices and shall not interfere unreasonably with your
business.
Indemnification. You shall indemnify, defend, and hold us, our subsidiaries
and affiliates and our and their officers, directors, employees, shareholders, agents
and attorneys from any Claim(s) arising from the conduct of your business, any
Transactions submitted through the Platform hereunder for payment processing,
any false or inaccurate representation made by you or the negligence, fraud,
dishonesty or willful behavior of any of your employees or agents, or from your
failure to strictly comply, in whole or in part, with any: (i) terms and conditions
pursuant to this Agreement and any addenda hereto or Documentation; or (ii)
applicable law, regulations or rules. Upon written notice from us to you, you shall
immediately undertake the defense of such Claim by representatives of your own
choosing, subject to our reasonable approval.
Limitation of Liability.
Processor is not liable for the merit and legitimacy of the orders forwarded
by you. All liability for validity of orders remains with you. We are not responsible for
any data entry errors, Customer misrepresentations, or reporting errors resulting
from your actions. We shall not be liable to you or your Customer for the accuracy of
the information provided by the Platform or our Services.
In no event shall we be liable to you, or to any other person or entity, under
this Section 40, or otherwise, for any punitive, exemplary, special, incidental or
consequential damages, including, without limitation, any loss or injury to earnings,
profits or goodwill.
Notwithstanding any provision in this Agreement to the contrary, in no event
shall our liability under this Section 40 for all Claims arising under, or related to, this
Section 40 exceed, in the aggregate (inclusive of any and all Claims made by you
against us, whether related or unrelated), the lesser of: (i) the total amount of fees
paid by you for the our Services during the 12-month period immediately preceding
the date the event giving rise to such Claim(s) occurred; or (ii) $50,000.00.
Notwithstanding provisions set forth herein, we will not be liable for any
Claims under this Agreement arising directly or indirectly from or otherwise
concerning: (a) any termination, suspension, delay or disruption of service (including
billing for a service) by the Internet, any common carrier or any third party service
provider; (b) any failure, disruption or malfunction of the Services provided
hereunder or the Internet, or any communications network, facility or equipment
beyond our reasonable control, whether or not attributable to one or more common
carriers or third party service providers; (c) any failed attempts by you or your
Customers to access any Systems or to complete processing transactions; or (d)
41.10.4.
41.10.3.
41.10.2.
41.10.1.
41.10.
41.9.
41.8.
41.7.
41.6.
41.5.5.
purposes of this Section 40, or for archival purposes (any copies made hereunder
shall contain all appropriate proprietary notices); (vi) rent, lease, upload, assign,
sublicense, transfer, distribute, allow access to, or time share the Services or
Documentation; (vii) circumvent or attempt to circumvent any applicable security
measures of the Services; (viii) attempt to access or actually access portions of the
Platform or Services not authorized for your use; and/or (ix) use the Services in any
unlawful manner or for any unlawful purpose.
Updates. From time to time we may, at our discretion, release Updates or
modify the Software. In the event we notify you of any such Update, you shall
integrate and install such Update into Your Systems within thirty (30) days of your
receipt of such notice. You acknowledge that failure to install Updates in a timely
fashion may impair the functionality of the Platform or any of our Services provided
hereunder. We will have no liability for your failure to properly install the most
current version of the Software or any Update, and we will have no obligation to
provide support or Services for any outdated versions.
Licensors. The licenses granted hereunder may be subject to other licenses
currently held by us or our subcontractors. Should any license held by us to certain
technology or software be terminated or suspended, the corresponding license(s)
granted to you hereunder may also be terminated or suspended in our sole and
absolute discretion. You acknowledge and agree to such potential termination or
suspension and hereby waive any and all damages, whether actual, incidental or
consequential resulting therefrom.
Export Compliance. You agree not to export or re-export the Software or
any underlying information or technology except in full compliance with all applicable
laws and regulations. In particular, but without limitation, none of the Software or
underlying information or technology may be downloaded or otherwise exported or
re-exported (i) to any country to which the United States has embargoed goods (or
any national or resident thereof); (ii) to anyone on the United States Treasury
Department's list of Specially Designated Nationals or the United States Commerce
Department's Table of Deny Orders; or (iii) in any manner not in full compliance with
the requirements of the United States Bureau of Industry and Security and all
applicable Export Administration Regulations. If you have rightfully obtained the
Software outside of the United States, you agree not to re-export the Software
except as permitted by the laws and regulations of the United States and the laws
and regulations of the jurisdiction in which you obtained the Software. You warrant
that you are not located in, under the control of, or a national or resident of any such
country or on any such list.
Federal Acquisition Regulations. If you are acquiring the Software on
behalf of any part of the United States Government (the “Government”), the
following provisions apply: Any use, duplication, or disclosure by the Government is
subject to the restrictions set forth in subparagraphs (a) through (d) of the
Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 when
applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and
Computer Software clause at DFARS 252.227-7013, and in similar clauses in the
NASA FAR Supplement. We are the contractor/manufacturer, with the address set
forth below. Any use, modification, reproduction, release, performance, display or
disclosure of the Software and/or the accompanying documentation by the
Government or any of its agencies shall be governed solely by the terms of this
Agreement and shall be prohibited except to the extent expressly permitted by the
terms of this Section 40.
Return/Destruction. Upon termination or expiration of this Agreement, all
licenses granted hereunder shall immediately terminate, and within five (5) days
thereof, you shall either return to us or destroy the Software and the Documentation,
and shall so certify to us in writing.
No other Licenses. Except as expressly provided above, no license for any
patents, copyrights, trademarks, trade secrets or any other Intellectual Property
Rights, express or implied, are granted hereunder.
Use of Transaction Data. As permitted by applicable law and regulations,
we reserve the right to copy and distribute to third parties, any information
associated with your use of the Services or your activities on the Platform.
Platform Matters
Integration with Your Systems. While we provide Software to you, you
acknowledge that the Software itself is insufficient to allow Your Systems to function
with the Platform. Programming, development and maintenance of Your Systems
and their functionality are your sole responsibility. You have the sole responsibility to
select and employ any competent programming agent(s) to accomplish the
programming required to make Your Systems function correctly with the Platform
and the payment services contemplated hereunder (“Integration”). You shall be
responsible for all technical support for Your Systems and Integration related issues.
You agree that you will use commercially reasonable efforts to complete the
Integration as soon as possible. You will be responsible for all of your own
development and implementation costs associated with such Integration.
Notwithstanding any other provision of this Section 40, you acknowledge that unless
and until you complete the Integration, no Services need be provided by us to you
pursuant to this Agreement, except as otherwise specifically provided in Section
40.5.2 below. In addition, you acknowledge and agree that, even if you have
completed Integration, if you have not entered into a valid merchant processing
agreement with an authorized bank card processor, you cannot receive the Services
through the Platform.
Set-Up Assistance Services. Subject to Section 40.5.1 above, upon your
request to us, and upon payment of any applicable Fees, we will provide you with
set-up services to assist with the Integration.
Shut Downs. We reserve the right, from time to time, without prior notice, to
shut down and restart the Platform for maintenance and /or software upgrades for
reasonable time periods of one minute or more.
Orders by Customers. You are solely responsible for accepting,
processing, and filling any orders for purchases by your Customers, and for
handling any inquiries arising therefrom. You shall use the highest standards in the
industry in responding to complaints by Customers. We are not responsible or liable
41.5.4.
41.5.3.
41.5.2.
41.5.1.
41.5.
41.4.10.
41.4.9.
41.4.8.
41.4.7.
41.4.6.
41.4.5.
41.4.4.
GenCP-WF-2602_PG_02.28.23 30
related to Main Street Insights and sub-licensed to you by Processor.any failure to transmit, obtain or collect data from Customers or for human, machine SM
related to Main Street Insights and sub-licensed to you by Processor.
“First Data Main Street Insights Solution” or Main Street Insights Solution”
means the website or the application associated with Main Street Insights , the
object code version of the Main Street Insights software applications and
communications you receive from the applications. Among other things, Main Street
Insights allows merchants to track and visualize information regarding their own
revenue, ticket size, and Customers contained in the Data and other third party data
sources. Main Street Insights may also permit a merchant to compare its
performance to groups of similar businesses within their industry and /or certain
geographic areas using the Data and other third party data sources, subject to
certain limitations. The features and functionality of Main Street Insights may be
modified from time to time by First Data or its third party provider(s). For the
avoidance of doubt, the term “software” in this definition does not include any
software that may be obtained by you separately from Main Street Insights (e.g.,
any applications downloaded by you). The First Data Main Street Insights Solution is
deemed part of the “Services,” as defined in and provided under the Agreement.
Main Street Insights Solution Fees” means the fees charged for your use of the
First Data Main Street Insights Solution, which includes additional fees for multiple
locations.
“Third Party Services” are the services, products, promotions or applications
provided to you by or through someone other than Processor.
“User Documentation” means that documentation regarding the operation,
guidelines and features and functionality of Main Street Insights that is made
available to you from time to time at the website, by internet link or otherwise. User
Documentation may be modified from time to time by First Data or its third party
provider(s).
License Grant. Subject to the Main Street Insights Terms and Conditions in
this Section 41, Processor grants you a personal, limited, non-exclusive, revocable,
non-transferable sub-license, without the right to further sub-license or assign in any
way, to electronically access and use, solely in the United States, Main Street
Insights to manage your establishment(s) and analyze associated point of sale
activities within the United States. For purposes of this Section 41, “United States”
does not include U.S. Territories or possessions. Main Street Insights is for your
internal business use only. This Section 41 does not grant you any rights to First
Data Main Street Insights Marks. Except for the license expressly granted herein, all
intellectual property and proprietary rights in or related to Main Street Insights and
First Data Main Street Insights Marks are and will remain the sole and exclusive
property of First Data or its affiliates, vendors, or third party provider(s) (as
applicable), and any and all right, title and interest associated with Main Street
Insights not expressly granted in this Section 41 is deemed withheld.
Restrictions.
You may not, nor may you permit any third party, other than employees and
agents with a business need, to do any of the following: (a) access or attempt to
access Main Street Insights (or any part) that is not expressly made available for
public use; (b) decompile, disassemble, reverse engineer, or otherwise attempt to
reconstruct or discover by any means any source code or any underlying data,
ideas or algorithms of Main Street Insights (or any part), except to the extent that
such restriction is expressly prohibited by law; (c) modify, translate, or alter in any
manner, Main Street Insights (or any part), or First Data Main Street Insights Marks;
(d) create derivative works of or based on Main Street Insights (or any part) or Main
Street Insights Marks; (e) except for backup and archival purposes, directly or
indirectly copy Main Street Insights (or any part), except screen shots may be
copied and retained solely for internal business purposes; (f) republish, upload,
post, transmit, disclose, or distribute (in any format) Main Street Insights (or any
part) except as expressly permitted herein; (g) access or use (in any format) Main
Street Insights (or any part) through any time-sharing service, service bureau,
network, consortium, or other means; (h) rent, lease, sell, sublicense, assign, or
otherwise transfer your license rights to any third party, whether by operation of law
or otherwise; (i) use or ship Main Street Insights (or any part) outside of the United
States, or access Main Street Insights (or any part) from outside the United States,
without in any case obtaining our advance written consent; (j) remove, relocate, or
otherwise alter any proprietary rights notices from Main Street Insights (or any part),
or First Data Main Street Insights Marks; (k) perform or attempt to perform any
actions that would interfere with the proper working of Main Street Insights, prevent
access to or use of Main Street Insights by other users, or in our reasonable
judgment impose an unreasonable or disproportionately large load on Main Street
Insights’ infrastructure, network capability or bandwidth; or (l) use Main Street
Insights (or any part) except as permitted in Section 41.2.
You shall not take any action inconsistent with the stated title and ownership
in Section 41.2. You will not file any action in any forum that challenges the
ownership of any part of Main Street Insights, any related software, materials or
User Documentation. Failure to comply with this provision will constitute a material
breach of this Agreement and may restrict Processor’s ability to sublicense Main
Street Insights to you. Processor has the right to immediately terminate Services
under this Section 41, and First Data has the right to immediately terminate your
access to and use of Main Street Insights in the event of a challenge by you.
Main Street Insights Limitations and Requirements.
You may access Main Street Insights through your Device using a wired
(ethernet) or wireless (wifi or cellular) connection to the Internet. You are solely
responsible for the payment of any fees that may be imposed by your Internet/data
provider. Your use of Main Street Insights may be subject to: (a) the terms of your
agreements with your Internet / data provider; and (b) the availability or uptime of
the services provided by your Internet/data provider.
You may use Main Street Insights to conduct analysis of the Data and third
party data made available through Main Street Insights application and/or other
tools made available at the website or in the application.
First Data may alter which Devices and browsers are approved as
compatible with Main Street Insights in its discretion from time-to-time.
First Data may perform maintenance on Main Street Insights from time to42.4.4.
42.4.3.
42.4.2.
42.4.1.
42.4.
42.3.2.
42.3.1.
42.3.
42.2.
any failure to transmit, obtain or collect data from Customers or for human, machine
or software errors or faulty or your or your Customer’s erroneous input. Except as
expressly agreed to by us in writing with respect to any Separate Product, we are
not liable for any Excluded Products.
DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE AND AGREE
THAT THE USE OF THE PAYEEZY GATEWAY SERVICES AND
DOCUMENTATION ARE AT YOUR SOLE RISK WE MAKE NO
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND NO IMPLIED
AT LAW WARRANTY SHALL ARISE FROM THIS SECTION, PAYEEZY
GATEWAY SERVICES, DOCUMENTATION, OUR PROCEDURES, OTHER
SERVICES PROVIDED OR PERFORMED BY US HEREUNDER, INCLUDING,
WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, (B) ANY WARRANTIES OF
NONINTERFERENCE OR NON-INFRINGEMENT; OR (C) ANY WARRANTIES
THAT ANY PRODUCT OR SERVICE PROVIDED HEREUNDER (INCLUDING BUT
NOT LIMITED TO THE SOFTWARE) WILL (1) MEET YOUR REQUIREMENTS; (2)
OPERATE ACCORDING TO YOUR EXPECTATIONS; (3) PROVIDE ACCURATE
DATA; OR (4) OPERATE UNINTERRUPTED OR ERROR FREE. ANY AND ALL
SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED BY US AND WAIVED BY
YOU. WE DO NOT WARRANT THAT ANY ERRORS WILL BE CORRECTED.
EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, THE PAYEEZY
GATEWAY SERVICES, (INCLUDING WITHOUT LIMITATION THE PAYEEZY
GATEWAY AND SOFTWARE), DOCUMENTATION AND OTHER SERVICES
PROVIDED HEREUNDER ARE PROVIDED ON AN “AS-IS, WITH ALL FAULTS”
BASIS. THIS DISCLAIMER OF WARRANTIES CONSTITUTES AN ESSENTIAL
PART OF THIS AGREEMENT. All decisions to reject any processing transaction or
payment for your products or services are solely your responsibility.
Notices. You agree to notify us of any change in your name, type of
business, or any other information required on your Merchant Processing
Application at least thirty (30) business days prior to the effective date of change.
Any notice or other communication required or permitted to be given hereunder shall
be in writing, addressed or transmitted to the party to be notified at such party’s
address or number at such party’s last known address or number, and shall be: (i) if
sent by us, hand delivered or delivered by facsimile transmission, overnight courier
or certified, registered, regular mail or e-mail; or (ii) if sent by you, certified or
registered mail, postage prepaid return receipt requested to 3975 N.W. 120th
Avenue, Coral Springs, FL 33065. Any notice delivered hereunder shall be deemed
effective, as applicable, upon delivery, if hand delivered or sent by overnight courier;
upon receipt as evidenced by the date of transmission indicated on the transmitted
material, if by facsimile transmission or e-mail; on the date of delivery indicated on
the return receipt, if mailed by certified or registered mail; or ten (10) days after
mailing, if by regular mail (or as otherwise required by applicable law). The parties’
addresses may be changed by written notice to the other party as provided herein.
Subcontractors. Processor may subcontract all or part of the Services using
a variety of providers globally, but, notwithstanding any such subcontract, Processor
shall remain fully responsible for performance of the Services, including ensuring
the compliance of subcontractors with the terms of this Agreement applicable to
such subcontractors.
Survival. Upon termination or expiration of this Section 40 or the Agreement,
a party’s obligations shall cease except for those remaining or required to be
performed following such termination. For the avoidance of doubt, the parties agree
that those provisions of this Section that logically should survive its termination or
expiration in order to accomplish its fundamental purposes will do so. All
representations, warranties, indemnities and covenants made herein shall survive
the termination of this Section and shall remain enforceable after such termination.
42. Special Provisions Regarding Main Street Insights Service
Terms and Conditions
If you elect to utilize the First Data Main Street Insights Solution (Main Street
) the terms and condition in this Section 41 shall apply (Insights”“Main Street
); and if you were granted a First Data MainInsights Terms and Conditions”
Street Insights Temporary Demonstration License, an election for Services under
this Section 41 shall serve to supersede it. Main Street Insights is provided to you by
Processor and not Bank. Bank is not liable to you in any way with respect to Main
Street Insights. Main Street Insights, transactions processed, and other matters
contemplated under Section 40 are subject to the terms and conditions of the
Agreement, as applicable, except to the extent the terms directly conflict with the
Main Street Insights Terms and Conditions, in which case the Main Street Insights
Terms and Conditions will control.
Definitions. Capitalized terms used herein shall have the meanings given to
such terms as set forth in Section 41.1 or as defined elsewhere in this Section 41, or
the Agreement.
“Customer” means a Person who makes a purchase of goods or services from
you, the transaction detail of which is utilized in Main Street Insights.
“Customer Information” means information about your Customers (e.g., name,
mailing address, card account number, e-mail address, telephone number) obtained
in connection with your use of the Services and may be utilized in Main Street
Insights.
“Data” means transaction data that may include processing data from First Data
Merchant Services LLC’s credit and debit information warehouse and other
available sources that First Data Merchant Services LLC owns or has a contractual
or other right to use in Min Street Insights.
“Device” means a tablet, computer, smartphone or other mobile device, or other
device that you use to access the Main Street Insights website to receive or to which
you receive communications from Main Street Insights.
“First Data” means First Data Corporation, which is the parent company of First
Data Merchant Services LLC.
“First Data Main Street Insights Marks” means the trademarks or service marks
42.1.
41.14.
41.13.
41.12.
41.11.
SM
SM
SM
GenCP-WF-2602_PG_02.28.23 31
PROVIDER(S), WILL BE RESPONSIBLE FOR ANY ACTIONS OR ANY FAILUREStime which may result in service interruptions, delays, or errors. Neither First Data
PROVIDER(S), WILL BE RESPONSIBLE FOR ANY ACTIONS OR ANY FAILURES
TO ACT OF ANY THIRD PARTY, AND SUCH LIABILITY RELATED TO ALL THIRD
PARTY SERVICES IS EXPRESSLY DISCLAIMED.
Account Registration. First Data may require you to register at Main Street
Insights website or through the application. If and when prompted by the registration
process, you agree to (a) provide true, accurate, current and complete information
about yourself and/ or your business, and (b) maintain and update this information
to keep it true, accurate, current and complete. If any information provided by you is
untrue, inaccurate, not current or incomplete, First Data has the right to terminate
your First Data Main Street Insights account () and refuse any and all“Account”
current or future use of Main Street Insights.
Privacy and Data Use. All data collected from you in connection with the
Services or in connection with your use of Main Street Insights, including Customer
Information and information about your business and employees used with or stored
in or by Main Street Insights (collectively, ), is collected by First“Account Data”
Data, its affiliates, vendors, and/or third party provider(s) ; therefore, the use and
sharing of such Account Data is controlled by the applicable Privacy Policy
displayed and available at or through a link on the Main Street Insights website. You
acknowledge and agree that First Data, its affiliates, vendors, and/or third party
provider(s) may access your Account Data, and our use of your Account Data is
governed by the Main Street Insights Terms and Conditions and the Agreement.
You also agree that First Data, its affiliates, vendors, and/or third party provider(s)
may access and use Account Data to provide or enhance Main Street Insights or the
Services.
Protecting Your Information. You are solely responsible for ensuring that
your account numbers, passwords, security questions and answers, login details
and any other security or access information used by you to use or access Main
Street Insights are kept safe and confidential. You must prevent unauthorized
access to and use of any Account Data. You are responsible for all electronic
communications sent to First Data, its affiliates, vendors, or third party provider(s)
containing Account Data. When First Data receives communications containing
Account Data, it will assume you sent it to First Data. You must immediately notify
First Data if you become aware of any loss, theft or unauthorized use of any
Account Data (see Main Street Insights support center contact information below).
First Data reserves the right to deny you access to Main Street Insights, in whole or
in part, if First Data believes that any loss, theft or unauthorized use of any Account
Data or access information has occurred.
Accuracy of Information. You are solely responsible for ensuring the
accuracy of all information and data regarding your business that you provide to
First Data, its affiliates, vendors, and/or third party provider(s) in connection with
Main Street Insights (e.g., Customer Information). First Data, its affiliates, vendors,
and/or third party provider(s) disclaim any and all liability arising out of any
inaccuracies as a result of use of such information or data.
First Data Main Street Insights Solution Disclaimer.
AS IS. USE OF MAIN STREET INSIGHTS IS AT YOUR OWN RISK. TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAIN STREET
INSIGHTS IS PROVIDED “AS IS” AND NEITHER FIRST DATA NOR ITS
AFFILIATES, VENDORS, OR THIRD PARTY PROVIDER(S) MAKES ANY
REPRESENTATIONS OR WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED)
WITH REGARD TO MAIN STREET INSIGHTS, INCLUDING, WITHOUT
LIMITATION, WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR THAT MAIN
STREET INSIGHTS WILL FUNCTION UNINTERRUPTED OR ERROR-FREE, OR
THAT MAIN STREET INSIGHTS IS SECURE, FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS OR THAT ANY DEFECTS OR ERRORS WILL BE
CORRECTED.
Financial Advice. First Data Main Street Insights Solution does not provide
any business, investment or financial advice and is not advocating any business
decision or the sale or purchase of any real property, stocks, bonds, or securities.
First Data expressly states, and you hereby acknowledge, that Main Street Insights
is provided solely for informational purposes and are not to be used as a substitute
for independent financial investment advice nor are they intended to be relied upon
by any person or entity, including you or your Customers for the purposes of
investment or other financial decisions. Main Street Insights is not to be construed
as providing business or investment advice and should not be used or construed, in
whole or in part, as a basis or recommendation for an investment or business
decision.
Accuracy. While First Data takes commercially reasonable measures to
ensure the accuracy of the information and content contained in Main Street
Insights, it makes no representation or warranty of any kind with respect to Main
Street Insights. You acknowledge and agree that all use of Main Street Insights by
you and all other persons shall be: (i) based upon your own determination and
evaluation and (ii) at your sole risk. At times the Data may include third party data
that is appended to the Data and First Data has not investigated and does not make
any representation or warranty with respect to the accuracy of the third party data.
Indemnity. Without limiting your indemnification obligations in the
Agreement, you agree to indemnify and hold First Data, its affiliates, vendors, and
third party provider(s) harmless from and against all losses, liabilities, damages, and
expenses (including reasonable attorneys’ fees) arising out of or relating to:
Your failure to comply with all terms and conditions in this Section 41,
including but not limited to User Documentation;
Your use (alone or in combination with any other information) of any
Customer Information, reports, information or analytics obtained in connection with
your use of Main Street Insights;
The content or delivery of any marketing messages that you send or cause
to be sent to any Customer phone number or email address collected through the
use of Main Street Insights; or
Any other party’s access and/or use of Main Street Insights with your
unique username, password, or other appropriate security code.
42.13.4.
42.13.3.
42.13.2.
42.13.1.
42.13.
42.12.3.
42.12.2.
42.12.1.
42.12.
42.11.
42.10.
42.9.
42.8.
time which may result in service interruptions, delays, or errors. Neither First Data
nor its affiliates, vendors, or third party provider(s), will be liable for any such
interruptions, delays, errors, or bugs. You agree that First Data or its affiliates,
vendors, or third party provider(s) may contact you in order to assist you with Main
Street Insights and obtain information needed to identify and fix any errors.
You shall at all times comply with the User Documentation.
You shall comply with the following requirements in connection with your use
of Main Street Insights:
In the event you are able to discern any information about a particular
entity or individual from the information available from Main Street Insights, either
alone or with other information in your possession, you understand and
acknowledge that the information may be subject to certain privacy, marketing,
insider trading, or other applicable laws and you will limit your use thereof in
accordance with all applicable laws.
With respect to each Customer who desires to receive marketing material
or other communications from you via text message or email, such Customer must
check the appropriate consent or the consent must be provided in writing; you are
NOT permitted to add or modify a Customer’s consent indication on his behalf.
You (or your agents acting on your behalf) may only send marketing
materials or other communications to the Customer’s provided phone number, street
address, and/or email address if the Customer has specifically consented in writing
executed by the Customer.
NOTWITHSTANDING THE CAPABILITY OF MAIN STREET INSIGHTS
TO COLLECT AND STORE CUSTOMER INFORMATION, SOME STATES MAY
LIMIT YOUR USE OF SUCH INFORMATION ONCE COLLECTED, EVEN IF THE
CUSTOMER HAS PROVIDED ITS CONSENT, AND/OR YOUR DISCLOSURE OF
SUCH INFORMATION TO THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE
THAT (I) YOUR USE OF CUSTOMER INFORMATION OBTAINED IN
CONNECTION WITH MAIN STREET INSIGHTS MAY BE SUBJECT TO LOCAL,
STATE, AND/OR FEDERAL LAWS, RULES, AND REGULATIONS, (II) YOU ARE
SOLELY RESPONSIBLE FOR KNOWING SUCH LAWS, RULES, AND
REGULATIONS, AND (III) YOU WILL AT ALL TIME STRICTLY COMPLY WITH
ALL SUCH LAWS, RULES, AND REGULATIONS.
You shall comply fully with the requirements of all applicable federal, state
and local laws and regulations related to your use of Main Street Insights and
provision and use of Customer Information and point of sale data in connection with
Main Street Insights. Furthermore, you are solely responsible for monitoring legal
developments applicable to Main Street Insights and the operation of your business,
interpreting applicable laws and regulations, determining the requirements for
compliance with all applicable laws and regulations, and maintaining an on-going
compliance program.
In connection with Main Street Insights, you shall receive a username and
password to access Main Street Insights. You are responsible for securely storing
and keeping the username and password in accordance with this Section 41.10
below. You will not permit anyone unauthorized by you to use the username and
password and you may only authorize your employees and agents with a business
need to use the username and password. At such time as multiple usernames and
passwords are available, you shall restrict the use of usernames and passwords to
single individuals and you shall monitor use of Main Street Insights to ensure
compliance with this Section 41 by those to whom you have provided usernames
and passwords and you shall keep records regarding who has access to which
usernames and passwords at all times.
Equipment. You must obtain all equipment necessary for you to access and
use the Main Streets Insights website. No communication channel or device to
access the website is included within the provision of the First Data Main Street
Insights Solution, and you shall be responsible for all such equipment and
communication channels, including but not limited to all device or channel
compatibility.
Term and Termination. Main Street Insights Terms and Conditions in this
Section 41 shall become effective upon execution hereof and shall end when
terminated as set forth herein. For the avoidance of doubt, except as set forth
below, termination of Services under Section 37 will not terminate the underlying
Agreement. You may terminate your First Data Main Street Insights Solution
services at any time upon thirty (30) days’ notice by calling the Customer Service
number on your statement. Notwithstanding the foregoing sentence, upon as much
advance notice as is commercially practicable, First Data may terminate your
access to, and use of Main Street Insights if (i) it is determined that you are using
Main Street Insights for any fraudulent, illegal, or unauthorized purpose, (ii) you
violate the Main Street Insights Terms and Conditions or an Event of Default occurs
under the Agreement, (iii) First Data terminates its agreement with any third parties
that are involved in providing Main Street Insights, or (iv) First Data otherwise
decides to discontinue providing Main Street Insights. You acknowledge and agree
that an occurrence of (i) or (ii) above may be deemed an Event of Default under the
Agreement, thereby affording Processor and Bank all rights and remedies as set
forth in the Agreement triggered by such an Event of Default, which may include
immediate termination of the Services under Section 41 without notice.
Third Party Services. Main Street Insights may be used in connection with
Third Party Services that you obtain separately for your purposes (e.g., an
accounting application on your Device). If you decide to use Third Party Services,
you will be responsible for reviewing and understanding the terms and conditions
associated with Third Party Services (including obtaining and maintaining any
required third party hardware and /or software that is required for the Third Party
Services to work with Main Street Insights). Your access of any Third Party Services
is at your own risk. Third Party Services are not governed by the terms and
conditions of this Section 41 or the Agreement. ANY CONTENT DOWNLOADED
OR OTHERWISE OBTAINED THROUGH THE USE OF THIRD PARTY SERVICES
(E.G., ACCOUNTING APPLICATION) IS DOWNLOADED AT YOUR OWN RISK.
NEITHER FIRST DATA NOR ITS AFFILIATES, VENDORS, OR THIRD PARTY
42.7.
42.6.
42.5.
42.4.8.
42.4.7.
42.4.6.4.
42.4.6.3.
42.4.6.2.
42.4.6.1.
42.4.6.
42.4.5.
GenCP-WF-2602_PG_02.28.23 32
service, service bureau, network, consortium, or other means; (h) rent, lease, sell,Notices. First Data, its affiliates, vendors, and /or third party provider(s) may42.14.
service, service bureau, network, consortium, or other means; (h) rent, lease, sell,
sublicense, assign, or otherwise transfer your license rights to any third party,
whether by operation of law or otherwise; (i) use or ship the Clover Service (or any
part) outside of the United States, or access the Clover Service (or any part) from
outside the United States, without in any case obtaining our advance written
consent; (j) remove, relocate, or otherwise alter any proprietary rights notices from
the Clover Service (or any part) or the Clover Marks; (k) perform or attempt to
perform any actions that would interfere with the proper working of the Clover
Service, prevent access to or use of the Clover Service by other users, or in our
reasonable judgment impose an unreasonable or disproportionately large load on
our infrastructure, network capability or bandwidth; or (l) use the Clover Service (or
any part) except as permitted in subsection 42.2 above. You shall not take any
action inconsistent with the stated title and ownership in subsection 42.2 above. You
will not file any action, in any forum that challenges the ownership of any part of the
Clover Service, any related software, materials or documentation. Failure to comply
with this provision will constitute a material breach of this Agreement. We have the
right to immediately terminate your access to and use of the Clover Service in the
event of a challenge by you.
Clover Service Limitations and Requirements.
You may access the Clover Service through your Device using a wired
(ethernet) or wireless (wifi or cellular) connection to the Internet. You are solely
responsible for the payment of any fees that may be imposed by your Internet/data
provider. Your use of the Clover Service may be subject to: (a) the terms of your
agreements with your Internet/data provider; and (b) the availability or uptime of the
services provided by your Internet/data provider.
You may use the Clover Service to conduct point of sale activities offline;
transactions initiated offline will be queued and submitted for authorization when
Internet connectivity to the Clover System is restored. However, you assume all risk,
responsibility and liability associated with any transaction that you choose to
conduct while the Clover Service is used offline.
The Clover Service does not function with every mobile device. Processor
may alter which Devices are approved as compatible with the Clover Service in our
discretion from time-to-time.
We may perform maintenance on the Clover Service from time to time which
may result in service interruptions, delays, or errors. We will not be liable for any
such interruptions, delays, errors, or bugs. You agree that we may contact you in
order to assist you with the Clover Service and obtain information needed to identify
and fix any errors.
You shall at all times comply with any operating procedures, requirements,
or guidelines regarding your use of the Clover Service that are posted on the Clover
website or otherwise provided or made available to you (collectively, “Clover Ops
Guide”).
You shall comply with the following requirements in connection with your use
of the Clover Service:
With respect to each Customer who requests the delivery of transaction receipts
via text message or email, such Customer must enter his phone number or email
address in the appropriate space displayed on the Device himself; you are NOT
permitted to add or modify any Customer Information (including but not limited to
phone number and email address) on behalf of a Customer.
With respect to each Customer who desires to receive marketing material or
other communications from you via text message or email, such Customer must
check the appropriate consent check box displayed on the Device himself; you are
NOT permitted to add or modify a Customer’s consent indication on his behalf.
You (or your agents acting on your behalf) may only send marketing materials or
other communications to the Customer’s provided phone number, street address,
and /or email address if the Customer has specifically consented by checking
(himself) the applicable box displayed on the Device.
NOTWITHSTANDING THE CAPABILITY OF THE CLOVER SERVICE TO
COLLECT AND STORE CUSTOMER INFORMATION AND TO ALLOW YOUR
CUSTOMERS TO ELECT TO RECEIVE MARKETING MATERIALS FROM YOU,
SOME STATES MAY LIMIT YOUR USE OF SUCH INFORMATION ONCE
COLLECTED, EVEN IF THE CUSTOMER HAS PROVIDED HIS CONSENT, AND
/OR YOUR DISCLOSURE OF SUCH INFORMATION TO THIRD PARTIES. YOU
ACKNOWLEDGE AND AGREE THAT (I) YOUR USE OF CUSTOMER
INFORMATION OBTAINED IN CONNECTION WITH THE CLOVER SERVICE MAY
BE SUBJECT TO LOCAL, STATE, AND/OR FEDERAL LAWS, RULES, AND
REGULATIONS, (II) YOU ARE SOLELY RESPONSIBLE FOR KNOWING SUCH
LAWS, RULES, AND REGULATIONS, AND (III) YOU WILL AT ALL TIME
STRICTLY COMPLY WITH ALL SUCH LAWS, RULES, AND REGULATIONS.
If TransArmor software is resident on your Device at the time we provide you with
the Device and therefore part of the Clover Service, it will be used to perform such
encryption and tokenization (“TransArmor Service”) and the additional terms set
forth in Section 39 apply. However you will only receive the applicable TransArmor
service subscribed by you as set forth in the Application.
You are responsible to provide and obtain any disclosures and consents related to
the E-SIGN Act that may be required in connection with your communications and
agreements with your Customers.
Fees. You shall pay Processor the fees for Clover Service as set forth on the
Application.
Term and Termination. The Clover Service may be terminated at any time by
either party upon thirty (30) days’ written notice to the other party. Notwithstanding
the foregoing sentence, upon as much advance notice as is commercially
practicable, we may suspend or terminate the Clover Service if (a) we determine
that you are using Clover Service for any fraudulent, illegal, or unauthorized
purpose, (b) you violate the terms of this Section 42 or an Event of Default occurs
under the Agreement, (c) we terminate our agreement with any third parties that are
involved in providing the Clover Service, or (d) Processor otherwise decides to
discontinue providing the Clover Service. You acknowledge and agree that an
occurrence of (a) or (b) above may be deemed an Event of Default under the
43.6.
43.5.
f)
e)
d)
c)
b)
a)
43.4.6.
43.4.5.
43.4.4.
43.4.3.
43.4.2.
43.4.1.
43.4.
Notices. First Data, its affiliates, vendors, and /or third party provider(s) may
provide notices and other information regarding Main Street Insights to you via the
method(s) described in the Agreement.
Amendment. First Data has the right to: (i) require changes or addition to the
Main Street Insights Terms and Conditions in Section 41 at any time, and (ii)
change, delete, discontinue, or impose conditions on any feature or aspect of Main
Street Insights
Ideas. You may choose to, or First Data, its affiliates, vendors, or third party
provider(s) may invite you to, submit comments or ideas about Main Street Insights,
including, without limitation, about how to improve Main Street Insights (). By“Ideas”
submitting any Idea, you agree that: (a) First Data expressly disclaims any
confidentiality obligations or use restrictions, express or implied, with respect to any
Idea, (b) your submission will be non-confidential, and (c) First Data is free to use
and disclose any Idea on an unrestricted basis without notifying or compensating
you and without you claiming any rights therein. You release First Data, its affiliates,
vendors, or third party provider(s) from all liability and obligations that may arise
from the receipt, review, use or disclosure of any portion of any Idea.
Third Party Beneficiaries. First Data, its affiliates, vendors, or third party
provider(s) used in providing Main Street Insights are intended third party
beneficiaries of this Section 41 as applicable, and each of them may enforce its
provisions as if it was a party hereto. Except as expressly provided in this Section
41, nothing in this Section 41 is intended to confer upon any Persons any rights or
remedies, and the parties do not intend for any Persons to be third-party
beneficiaries of this Section 41.
Limitation of Liability. The cumulative liability to you from First Data, its
affiliates, vendors, and third party provider(s) for any and all claims arising out of or
resulting from this Section 41 shall not exceed the total for the Main Street Insights
Solution Fees you paid to the Processor in the twelve months immediately
preceding any claim.
43. Special Provisions Regarding Clover Service
If you elect to use the Clover Service, the following additional terms and conditions
of this Section 42 shall apply.
The Clover Service is provided to you by Processor and not Bank. The Clover
Service, transactions processed, and other matters contemplated under this Section
42 are subject to the terms and conditions of the Agreement, as applicable, except
to the extent the terms of this Section 42 directly conflict with another provision of
the Agreement, in which case the terms of this Section 42 will control; provided
however, Bank is not a party to this Agreement insofar as it applies to the Clover
Service, and you acknowledge that Bank is not liable to you in any way with respect
to the Clover Service. For the purposes of this Section, 42, the words “we,” “our”
and “us” refer only to the Processor and not the Bank.
Definitions. Capitalized terms used herein shall have the meanings given to
such terms as set forth in this Section 42 or as defined in the Glossary or elsewhere
in this Agreement.
“Clover Marks” means the trademarks or service marks of Clover, an affiliate of
Processor.
Clover Services, the Clover Services are owned and provided by Clover Network,
LLC (Clover) and include the website associated with Clover, the Clover software
applications (whether owned or licensed by Clover and not including third party
applications you contract for directly with the application developer), and the Clover
App Market. Any Clover Services you receive are provided to you by Clover
pursuant to the then-current terms of use found at .www.clover.com/terms
“Customer” means a Person who makes a purchase of goods or services from
you, the transaction for which utilizes the Clover Service.
“Customer Information” means information about your Customers (e.g., name,
mailing address, e-mail address, telephone number) obtained in connection with
your use of the Clover Service.
“Device” means a tablet, smartphone, or other mobile or fixed form factor identified
by Processor from time to time as compatible with and capable of supporting the
Clover Service.
“Third Party Services” are the services, products, promotions or applications
provided by someone other than Processor.
License Grant. During the term of the Agreement, Processor grants you a
personal, limited, non-exclusive, revocable, non-transferable license, without the
right to sublicense or assign in any way, to electronically access and use the Clover
Service solely in the United States to manage your establishment and conduct
associated point of sale activities within the United States in accordance with the
terms of this Section 42. For purposes of this Section 42, “United States” does not
include U.S. Territories or possessions. The Clover Service is for your internal
business use only. This Section 42 does not grant you any rights to the Clover
Marks. All intellectual property and proprietary rights in or related to the Clover
Service and the Clover Marks are and will remain our, our affiliates’, our vendors’, or
our licensors’ (as applicable) sole and exclusive property, and any and all right, title
and interest associated with the Clover Service not expressly granted by Processor
in this Section 42 are deemed withheld.
Restrictions. You may not, nor may you permit any third party to do any of
the following: (a) access or attempt to access the Clover Service (or any part) that is
not intended or made available for public use; (b) decompile, disassemble, reverse
engineer, or otherwise attempt to reconstruct or discover by any means any source
code, underlying ideas or algorithms of the Clover service or any part, except to the
extent that such restriction is expressly prohibited by law; (c) modify, translate, or
alter in any manner, the Clover Service (or any part) or the Clover Marks; (d) create
derivative works of or based on the Clover Service (or any part) or the Clover Marks;
(e) except for backup and archival purposes, directly or indirectly copy the Clover
Service (or any part); (f) republish, upload, post, transmit, disclose, or distribute (in
any format) the Clover Service (or any part) except as permitted herein; (g) access
or use (in any format) the Clover Service (or any part) through any time-sharing
43.3.
43.2.
43.1.
42.18.
42.17.
42.16.
42.15.
42.14.
GenCP-WF-2602_PG_02.28.23 33
Amendment. We have the right to change or add to the terms of this Section43.15.Agreement, thereby affording Processor and Bank all rights and remedies as set
Amendment. We have the right to change or add to the terms of this Section
42 at any time, and to change, delete, discontinue, or impose conditions on any
feature or aspect of the Clover Service with notice provided to you as set forth in
subsection 42.14 above. Any use of the Clover Service after our publication of any
such changes shall constitute your acceptance of this Agreement as modified.
Ideas. You may choose or we may invite you to submit comments or ideas
about the Clover Service, including, without limitation, about how to improve the
Clover Service (“Ideas”). By submitting any Idea, you agree that: (a) we expressly
disclaim any confidentiality obligations or use restrictions, express or implied, with
respect to any Idea, (b) your submission will be non-confidential, and (c) we are free
to use and disclose any Idea on an unrestricted basis without notifying or
compensating you. You release us from all liability and obligations that may arise
from our receipt, review, use or disclosure of any portion of any Idea.
Third Party Beneficiaries. Processor’s Affiliates and any Persons Processor
uses in providing the Clover Service are intended third party beneficiaries of this
Section 42, and each of them may enforce its provisions as if it was a party hereto.
Except as expressly provided in this subsection 42.17, nothing in this Section 42 is
intended to confer upon any Persons any rights or remedies, and the parties do not
intend for any Persons to be third-party beneficiaries of this Section 42.
44. Special Provisions Regarding Clover Go Service
(Mobile Payments)
If you elect to use the Clover Go Service, the following additional terms and
conditions of this Section 43 shall apply.
The Clover Go service is provided to you by Processor and not Bank. The Clover
Go service, transactions processed, and other matters contemplated under this
Section 43 are subject to the terms and conditions of the Agreement, as applicable,
except to the extent the terms of this Section 43 directly conflict with another
provision of the Agreement, in which case the terms of this Section 43 will control;
provided however, Bank is not a party to this Agreement insofar as it applies to the
mobile payments service, and you acknowledge that Bank is not liable to you in any
way with respect to the mobile payments service. For the purposes of this Section
43, the words “we,” “our” and “us” refer only to the Processor and not the Bank.
Your mobile payments service (“Clover Go Service”) enables you to accept
card-based payments using (a) a smart phone or other supported mobile device that
you provide,(b) an approved card reader you obtain from us (“Clover Go Reader”),
and (c) an application (“Clover Go App”) that you download from the Apple App
Store or Google Play. The Clover Go Service does not support offline point of sale
activities and requires Internet connectivity for proper functioning. We may update
the Clover Go Service from time to time.
Only Apple iOS and Google Android operating systems are compatible with
the Clover Go Service, and only certain types of mobile devices using Apple iOS
and Google Android are supported for the Clover Go App and Clover Go Service.
Please contact us for information on whether a particular mobile device is supported
for the Clover Go App and Clover Go Service.
Additional terms of use (“Clover Go Terms”) apply to the Clover Go Service.
From time to time, Clover Go Terms will be presented to you electronically on an “in-
application” basis, and you will be required to “click to agree” before being permitted
to use the Clover Go App. If we update the Clover Go Terms you will be required to
“click to agree” to the updated Clover Go Terms in order to use the Clover Go App
again.
TO USE THE CLOVER GO SERVICE, YOU MUST ALSO BE USING, AT A
MINIMUM, THE TRANSARMOR DATA PROTECTION SERVICE, which is
sometimes referred to as “TransArmor Tokenization and Encryption”. You may also
choose to use the Clover Security Plus Solution Services, which includes the
TransArmor Data Protection Service.
If you are already using the single-token version of either the TransArmor Data
Protection Service or Clover Security Plus Services, then no additional TransArmor
products are needed for the Clover Go Service.
If you are using the Payeezy Gateway or if you accept card-not-present
payments (for example, Internet payments), you may need a different TransArmor
product. Please contact us for information.
If you are not already using a TransArmor product, then you must first sign an
agreement for an eligible TransArmor product.
USE OF CLOVER GO READERS IS AT YOUR OWN RISK. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOVER GO READERS
ARE PROVIDED “AS IS,” AND WE MAKE NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED) WITH RESPECT TO
CLOVER GO READERS, INCLUDING BUT NOT LIMITED TO: (a) WARRANTIES
OF QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, OR NON-INFRINGEMENT, (b) ANY WARRANTY THAT THE
CLOVER GO READERS WILL FUNCTION UNINTERRUPTED OR ERROR-FREE,
(c) ANY WARRANTY THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED,
OR (d) ANY WARRANTY THAT THE CLOVER GO READERS ARE SECURE,
FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
45. Special Provisions Regarding Clover Care
If you purchase Clover Care, “Included Equipment” means equipment listed in
the Equipment Details section of this Agreement. Clover Care replaces, at no
additional charge to you, Included Equipment that has failed during the Clover Care
Term due to manufacturer defects in materials or workmanship, normal wear and
tear from use in your business, and accidental damage from handling. Merchants
with Included Equipment located in New York: see below for material limitations on
Clover Care protection.
Clover Care protection begins when we ship you the Included Equipment and
continues for three years from that date, (the Clover Care Term). Clover Care
protection extends to replacement devices for the remainder of the original unit’s
Clover Care Term.
45.2.
45.1.
44.8.
44.7.
44.6.
44.5.
44.4.
44.3.
44.2.
44.1.
43.17.
43.16.
43.15.Agreement, thereby affording Processor and Bank all rights and remedies as set
forth in the Agreement triggered by such an Event of Default, which may include
immediate termination of the Agreement without notice.
Third Party Services. The Clover Service may contain links to Third Party
Services (e.g., an application marketplace). If you decide to use Third Party
Services, you will be responsible for reviewing and understanding the terms and
conditions associated with Third Party Services (including obtaining and maintaining
any required third party hardware and /or software that is required for the Third
Party Services to work with the Clover Service). Your access of any Third Party
Services is at your own risk. Third Party Services are not governed by the terms and
conditions of this Section 38 or the Agreement. ANY CONTENT DOWNLOADED
OR OTHERWISE OBTAINED THROUGH THE USE OF THIRD PARTY SERVICES
(E.G., APPLICATION MARKETPLACE AND ANY APPS AVAILABLE AT SUCH
APPLICATION MARKETPLACE) IS DOWNLOADED AT YOUR OWN RISK.
PROCESSOR WILL NOT BE RESPONSIBLE FOR ANY ACTIONS OR ANY
FAILURES TO ACT OF ANY THIRD PARTY, AND PROCESSOR EXPRESSLY
DISCLAIMS ANY LIABILITY RELATED TO ALL THIRD PARTY SERVICES.
PROCESSOR DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME
RESPONSIBILITY FOR ANY THIRD PARTY SERVICE OR PRODUCT
ADVERTISED OR OFFERED THROUGH THE CLOVER SERVICE OR ANY
HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR
OTHER ADVERTISING, AND PROCESSOR WILL NOT BE A PARTY TO OR IN
ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND PROVIDERS OF
THIRD PARTY SERVICES OR PRODUCTS.
Account Registration. We may require you to register and create a “Member”
or “Merchant” account to use the Clover Service. If and when prompted by our
registration process, you agree to (a) provide true, accurate, current and complete
information about yourself and/or your business, and (b) maintain and update this
information to keep it true, accurate, current and complete. If any information
provided by you is untrue, inaccurate, not current or incomplete, we have the right to
terminate your Clover Service account (“Account”) and refuse any and all current or
future use of the Clover Service.
Privacy and Data Use. All data collected from you at or inwww.clover.com
connection with your use of the Clover Service, including Customer Information and
information about your business and employees used with or stored in or by the
Clover Services (collectively, “Account Data”), is collected by Clover and not
Processor or Bank; therefore, the use and sharing of such Account Data is
controlled by the Clover Privacy Policy (available at https://www.clover.com
/privacy_policy). You acknowledge and agree that we may access your Account
Data upon our request to Clover, and our use of your Account Data is governed by
the terms set forth in the Agreement.
Protecting Your Information. You are solely responsible for ensuring that
your account numbers, passwords, security questions and answers, login details
and any other security or access information used by you to use or access the
Clover Service are kept safe and confidential. You must prevent unauthorized
access to and use of any Account Data. You are responsible for all electronic
communications sent to us or to any third party (including Clover) containing
Account Data. When we receive communications containing Account Data, we
assume you sent it to us. You must immediately notify us if you become aware of
any loss, theft or unauthorized use of any Account Data. We reserve the right to
deny you access to the Clover Service, in whole or in part, if we believe that any
loss, theft or unauthorized use of any Account Data or access information has
occurred.
Accuracy of Information. You are solely responsible for ensuring the
accuracy of all information and data regarding your business that you provide to us
or our service providers in connection with the Clover Service (e.g., menus loaded
onto the Device). In addition, you are solely responsible for verifying that all
information and data loaded onto a Device by us or our service providers at your
request are accurate prior to your business use of such Device. We and our service
providers disclaim any and all liability arising out of any inaccuracies with respect to
such information or data.
Clover Service Disclaimer. USE OF THE CLOVER SERVICE OR ANY
EQUIPMENT PROVIDED WITH THE CLOVER SERVICE IS AT YOUR OWN RISK.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CLOVER
SERVICE IS PROVIDED “AS IS” AND PROCESSOR MAKES NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED)
WITH REGARD TO THE CLOVER SERVICE, INCLUDING, WITHOUT
LIMITATION, WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR THAT THE
CLOVER SERVICE WILL FUNCTION UNINTER RUPTED OR ERROR-FREE, OR
THAT THE CLOVER SERVICE IS SECURE, FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS OR THAT ANY DEFECTS OR ERRORS WILL BE
CORRECTED.
Indemnity. Without limiting your indemnification obligations in the
Agreement, you agree to indemnify and hold us harmless from and against all
losses, liabilities, damages, and expenses (including reasonable attorneys’ fees)
arising out of or relating to:
Your failure to comply with all terms and conditions in this Section 42, including
but not limited to the Clover Ops Guide;
Your use of any Customer Information obtained in connection with your use of the
Clover Service;
The content or delivery of any marketing messages that you send or cause to be
sent to any Customer phone number or email address collected through the use of
the Clover Service; or
Any other party’s access and/or use of the Clover Service with your unique
username, password, or other appropriate security code.
Notices. We may provide notices and other information regarding the Clover
Service to you via the method(s) described in the Agreement or in the E-Sign
Consent Agreement set forth below.
43.14.
d)
c)
b)
a)
43.13.
43.12.
43.11.
43.10.
43.9.
43.8.
43.7.
GenCP-WF-2602_PG_02.28.23 34
GeP Services.46.2.During the Clover Care Term, Clover Care protection is limited to 3 replacements
GeP Services.
We will provide GeP Services to you with respect to GeP transactions on the
terms and conditions set forth in this Section. The list of foreign currencies
supported under the GeP Services will be provided to you upon request and may be
modified from time to time by us. Card types that we have approved for GeP Sales
Transactions are VISA and Mastercard; we may modify the card types approved for
GeP transactions from time to time on notice to you.
Client acknowledges that Client is solely responsible for all aspects of a GeP
transaction (other than the performance of GeP Services hereunder), including
without limitation, obtaining the Cardholder’s consent to execute a GeP transaction,
and complying with all Card Organization Rules applicable to merchants with
respect to GeP transactions. The Foreign Currencies that Merchant has elected to
support will be initially identified. Merchant shall notify us in writing of any additional
Foreign Currencies that it wishes to support; if we support such currencies, we will
work with the Merchant to implement such currencies for merchant within a
commercially reasonable time frame.
Authorization and Settlement between Servicers and Client of GeP Sales
Transactions shall be made in the Foreign Currency on the basis of the Transaction
Price of the GeP Sales Transaction. The US Dollar amount funded for each such
transaction will be based on the applicable Local currency exchange rate provided
by the applicable card organization for use on the day such transaction is submitted
by Merchant for entitlement. Merchant shall be subject to any and all Foreign
Currency exchange rate exposure and bear all such exchange rate exposure risk in
connection with each GeP Sale Transaction.
Refunds, Credits, returns and Chargebacks shall be treated as independent
GeP transactions and the Transaction Rate used for refund, Credit, return and
Chargeback transactions shall be determined by the applicable Card Organization.
Merchant shall be subject to any and all Foreign Currency exchange rate exposure
and bear all such exchange rate exposure in connection with refunds, credits,
returns or Chargebacks.
For the avoidance of doubt, except as expressly provided in this Guide, the
terms and conditions of this Guide with respect to a card transaction (including the
rights and obligations of Servicers and Merchant with respect to such a transaction)
shall apply to GeP transactions.
Upon written request from Merchant, and subject to written approval from
American Express, we will support American Express multi-currency transactions on
our platforms that have been certified by American Express for such purposes. Our
support of American Express multi-currency transactions may be subject to
additional fees.
Merchant acknowledges and agrees that all fees in the Agreement that apply
to and are payable by Merchant with respect to a Card transaction also apply to and
are payable by Merchant with respect to a GeP transaction or American Express
multi-currency transaction; in addition, GeP fees apply and are payable by the
Merchant.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LOW, THE
GEP SERVICES AND, IF APPLICABLE, SUPPORT OF AMERICAN EXPRESS
MULTI-CURRENCY TRANSACTIONS ARE PROVIDED TO MERCHANT “AS IS”,
WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND,
INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES,
WARRANTIES OF NON-INFRINGEMENTS, MERCHANT ABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT ANY SUCH
SERVICES WILL BE COMPLETELY ACCURATE, ERROR-FREE OR AVAILABLE
WITHOUT INTERRUPTION.
Term; Suspension; Termination
This GeP Service is coterminous with the Agreement and may be terminated
in conjunction with or separate from the Agreement in accordance with the terms of
this Section. If this GeP Service terminates prior to the termination of the
Agreement, such termination shall not terminate the obligations or rights of the
parties pursuant to provisions of this Section which are to survive or be perpetual or
irrevocable. Such provisions (including payment or reimbursement obligations) shall
survive termination of this Section.
Client may terminate its participation in the GeP Services, and Servicers
may cease to offer the GeP Services to Client with respect to the Card
Organizations: (i) without cause upon not less than thirty (30) days’ written notice to
the other party; or
(ii) immediately upon written notice to the other party if Client or Servicers determine
that continuing to utilize the GeP Services as provided herein will violate any
applicable law or any provision of the Card Organization Rules. Termination of
Client’s participation in the GeP Services by Client or Servicers shall terminate this
Section.
If Servicers reasonably suspect that Client is not in compliance with Card
Organization Rules or the terms of this Section (including Section 46.2.4 above),
Servicers, in their sole discretion, may: (a) immediately cease processing Client’s
GeP Sales Transactions until such time as the Client verifies compliance to Servicer’
s satisfaction, and/or (b) terminate this agreement immediately.
Servicers may terminate this Service:
Immediately upon a breach by Client of its confidentiality obligations under this
Section;
For any of the reasons set forth in the Agreement that permit Servicers to
terminate the Agreement if applicable to the GeP Services; or
As otherwise set forth in this Section.
Client may terminate this GeP Service for any of the reasons set forth in the
Agreement that permit Client to terminate the Agreement if applicable to the GeP
Services, or as otherwise set forth in this Section.
Termination of the Agreement shall effect a termination of this GeP Service.
Third Party Beneficiaries. Servicers are direct and intended third party
beneficiaries to the Global ePricing Service, and may enforce their rights under this
Section directly against Client.
46.4.
46.3.6.
46.3.5.
c)
b)
a)
46.3.4.
46.3.3.
46.3.2.
46.3.1.
46.3.
46.2.8.
46.2.7.
46.2.6.
46.2.5.
46.2.4.
46.2.3.
46.2.2.
46.2.1.
46.2.a.
b.
c.
a.
b.
c.
a.
b.
During the Clover Care Term, Clover Care protection is limited to 3 replacements
per device listed in this Agreement.
We reserve the right to replace Included Equipment with refurbished units. You
acknowledge that Clover Care protection extends only to the functionality of
devices, and not to cosmetic appearance or other non-functional matters.
If the model of unit to be replaced is no longer in inventory, we reserve the right
to replace that unit with a model of the same or better functionality. Under no
circumstances will we pay or credit you with cash in lieu of a replaced unit.
For assistance with a failed unit, contact Customer Service. If we confirm that
the unit is eligible for replacement, we will ship you a replacement unit at no
additional cost. We reserve the right to replace each failed unit of your Included
Equipment with refurbished equipment. You may elect to purchase a new unit at our
then-current rates if you do not want a refurbished unit, but we will not apply any
credit to the purchase price of a new unit.
You must return each failed unit and its related accessories to us within 45
days after receiving the replacement unit. The package containing the replacement
unit will include a prepaid shipping label for returning the failed unit. You must ship
the failed unit (including any related unit accessories) in the same container we
used to ship you the replacement unit. If you do not return a failed unit (or any
related accessories) to us within 45 days, we will charge you our then-current rate
for that unit or accessory.
Exclusions. Clover Care does not:
Replace or otherwise protect Included Equipment in cases of loss, theft,
intentional damage, or damage to units incurred incidentally to fire or flood
damage to your business premises. Clover Care is void if you breach this
Agreement or your merchant processing agreement. Clover Care is not
insurance nor a substitute for insurance; or
Apply to defects or damage resulting from software, interfaces, or supplies we do
not provide; loss or damage in transit between your locations; your or your
vendors’ or users’ improper site preparation; or failure to follow written
instructions on proper use of the Included Equipment.
Merchants with Included Equipment located in New York: see Section 26.7 for
material additional exclusions.
We may charge you our then-current rate for any returned unit that: (1) the
Agreement excludes from Clover Care, (2) has an expired Clover Care Term, (3)
does not match the serial number of a unit for which you purchased Clover Care, or
(4) results in a no-problem found claim (an “NPF Claim”). An NPF Claim will result if
a factory technician could not reproduce your reported defect in the returned unit or
the returned unit performs to specifications within the factory’s automated quality
assurance testing program.
New York Merchants. For Included Equipment located in New York, Clover
Care protection does not include damage arising from normal wear and tear (except
as arising from product defect) or accidental damage from handling.
Subject to the conditions and exclusions set forth in this Agreement, Clover Care
replaces, at no additional charge to you, Included Equipment that has failed due
to manufacturer defects in materials or workmanship.
In addition to the exclusions above, Clover Care does not replace or otherwise
protect Included Equipment arising from causes other than manufacturer defects
in material or workmanship, including without limitation: damage resulting from
smashed or cracked units or screens; extraneous materials in the interior of the
unit; contact with liquids; missing unit covers; melted or burnt units; cosmetic
damage; your or your vendors’ or users’ improper or inadequate maintenance; or
other visible damage. Clover Care is void if you breach this Agreement. Clover
Care is not insurance nor a substitute for insurance.
You acknowledge that the Fees charged by us are not reduced for Included
Equipment located in New York, even though there are lesser protections provided
and broader exclusions.
46. Special Provisions Regarding Global ePricing Services
If you elect to receive the Global ePricing Service, the terms and conditions of this
Section 46 shall apply. The Global ePricing Service (“GeP Service”) is provided to
you by Processor and Bank.
Capitalized terms used in this Section 46 and not otherwise defined herein shall
have the same meaning set forth in the Agreement.
Definitions.
Foreign Currency means the currency other than the Local Currency.
GeP Sales Transaction means a card not present transaction between Client and a
Cardholder in which the Client presents the Transaction Price in a card not present
environment and the Cardholder authorizes (i) the Transaction Price to be submitted
to a Card Organization for settlement, and (ii) that the Cardholder’s account will be
charged for the Transaction Price.
GeP Service Provider has the meaning set forth in Section 46.2.2.
GeP Services means the merchant pricing of goods and services in a Foreign
Currency and the activity undertaken by Servicers and/or a GeP Service Provider to
authorize, process, and settle GeP transactions initiated by Cardholders using a
card type approved by Servicers for use with GeP Sales Transactions in a card not
present environment established and maintained by a Client domiciled in the United
States or United States territories, or other countries permitted by Servicers.
Merchant acknowledges that Dynamic Currency Conversion as defined by Card
Organization rules is not permitted or provided under GeP service.
GeP Sponsor Bank has the meaning set forth in Section 46.2.2.
Local Currency means US Dollars (i.e., the currency associated with the domicile
of the Merchant utilizing the GeP Service).
Transaction Price means the price for a product or service sold by the Client in a
card not present environment as quoted by the Client to a Cardholder in a Foreign
Currency.
Transaction Rate means the then-current Foreign Currency exchange rate used by
the Card Organizations or their designee from time to time to convert the net funding
amount into the Local Currency.
46.1.
45.7.
45.6.
45.5.
45.4.
45.3.
GenCP-WF-2602_PG_02.28.23 35
exclusive venue for any actions or claims arising under or related to this AgreementIndemnification.46.5.
exclusive venue for any actions or claims arising under or related to this Agreement
shall be in the appropriate state or federal court located in Suffolk County, New York.
Waiver of Jury Trial. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL
RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER
THIS AGREEMENT.
50. Other Terms
Force Majeure. No party shall be liable for any default or delay in the
performance of its obligations under this Agreement if and to the extent such default
or delay is caused, directly or indirectly, by (i) fire, flood, earthquake, elements of
nature or other acts of God;(ii) any terrorist attacks or outbreak or escalation of
hostilities, war, riots or civil disorders in any country; (iii) any act or omission of the
other party or any government authority;(iv) any labor disputes (whether or not
employees’ demands are reasonable or within the party’s power to satisfy); or (v)
the nonperformance by a Person for any similar cause beyond the reasonable
control of such party, including without limitation, failures or fluctuations in
telecommunications or other equipment. In any such event, the non-performing
party shall be excused from any further performance and observance of the
obligations so affected only for as long as such circumstances prevail and such
party continues to use commercially reasonable efforts to recommence performance
or observance as soon as practicable. Notwithstanding anything to the contrary in
this paragraph, your failure to receive payment or funds from a Person shall not
excuse the performance of your obligations to us under this Agreement.
Compliance with Laws. In performing its obligations under this Agreement,
each party agrees to comply with all laws and regulations applicable to it. You
further agree to cooperate and provide information requested by Servicers, as
Servicers determine necessary, to facilitate Servicers compliance with any
applicable law including without limitation the rules and regulations promulgated by
the Office of Foreign Assets Control of the US Department of the Treasury. You
further acknowledge and agree that you will not use your merchant account and/or
the Services for illegal transactions, for example, those prohibited by the Unlawful
Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq, as may be
amended from time to time, or those involving any Person listed on the U.S.
Department of Treasury, Office of Foreign Assets Control, Specially Designated
Nationals and Blocked Persons List (available at ) or the U.S.www.treas.gov/ofac
Department of State’s Terrorist Exclusion List (available at www.state.gov), or for
the processing and acceptance of transactions in certain jurisdictions pursuant to 31
CFR Part 500 et seq. a enforced by the Office of Foreign Assetsnd other laws
Control (“OFAC”) or in connection with illegal activity of any kind.
Notices. Except as otherwise specifically provided, all notices and other
communications required or permitted hereunder (other than those involving normal
operational matters relating to the processing of Card transactions) shall be in
writing, if to you at your address appearing in the Application or by any electronic
means, including but not limited to the e-mail address you have provided on the
Application. If to us at our address appearing in Section A.5 of Part IV of this
Agreement, with a copy to Attention: General Counsel’s Office, 3975 N.W. 120th
Avenue, Coral Springs, FL 33065, and Notices shall be deemed to have been given
(i) if sent by mail or courier, upon the earlier of five (5) days after mailing or when
actually received or, in the case of courier, when delivered, and (ii) if sent by
facsimile machine, when the courier confirmation copy is actually received. Notice
given in any other manner shall be effective when actually received. Notices sent to
the your last known address (including e-mail address), as indicated in our records,
shall constitute effective notice to the Merchant under this Agreement. If you change
your address (including your e-mail address), you must notify us at least 30 days
prior of the effective date of any such change. Failure to provide us with a valid
address (including e-mail address) may result in the termination of the Agreement.
Notwithstanding the above, all bankruptcy or collection related notices must be sent
to the following address Telecheck Services Inc., PO Box 6806, Hagerstown, MD
21741-6806, Attn: Bankruptcy and Collection Notifications. All such notices must
include the related merchant name and merchant number. Failure to provide Notice
to this address or include this pertinent merchant information will be deemed
ineffective. All notices must include your merchant name(s) and merchant number
(s). Failure to provide notice in the manner described in this Section will be deemed
ineffective.
Headings. The headings contained in this Agreement are for convenience of
reference only and shall not in any way affect the meaning or construction of any
provision of this Agreement.
Severability. The parties intend every provision of this Agreement to be
severable. If any part of this Agreement is not enforceable, the remaining provisions
shall remain valid and enforceable.
Entire Agreement; Waiver. This Agreement constitutes the entire Agreement
between the parties with respect to the subject matter thereof, and supersedes any
previous agreements and understandings. A party’s waiver of a breach of any term
or condition of this Agreement shall not be deemed a waiver of any subsequent
breach of the same or another term or condition.
Amendment. We may modify any provision of this Agreement by providing
written notice to you. You may choose not to accept the requirements of any such
change by terminating the Agreement within twenty (20) days of receiving notice. If
you choose to do so, notify us that you are terminating for this reason so that we
may waive any early termination fee that might otherwise apply. For purposes of this
section, an electronic or “click-wrap” notice intended to modify or amend this
Agreement and which you check “I Accept” or “I Agree” or otherwise accept through
an electronic process, shall constitute in writing as required herein. This Section
50.7 does not apply to fee changes, which are governed by Sections 26.4 and 26.5.
Third Party Beneficiaries. Our respective Affiliates and any Persons we use
in providing the Services are third party beneficiaries of this Agreement and each of
them may enforce its provisions as it was a party hereto. Except as expressly
provided in this Agreement, nothing in this Agreement is intended to confer upon
50.8.
50.7.
50.6.
50.5.
50.4.
50.3.
50.2.
50.1.
49.3.
Indemnification.
All limitations of liability and liability disclaimers set forth in the Agreement
shall apply to any liability of Servicers and the liability of Servicers shall be limited to
the same amount and to the same extent as Servicers’ limitations set forth in the
Agreement.
In addition to the indemnification obligations in the Agreement, Client agrees
to indemnify and hold harmless Servicers from and against all losses, liabilities,
damages, and expenses (including reasonable attorneys’ fees and collection costs)
resulting from third party claims related to any acts or omissions of Client in
connection with any GeP Sales Transaction or other GeP transaction, including any
alleged misrepresentation or deceptive or unlawful trade practice, a violation of
applicable law or the Card Organization Rules, or a breach of any of Client’s
obligations under this Section. Any limitations on Client’s liability which may be
specified in the Agreement shall not be applicable to Client’s indemnification
obligation set forth in the preceding sentence.
47. PCI Concierge Terms and Conditions
If you elect to use the PCI Concierge service, the terms in this section will
apply (“”).PCI Concierge Terms and Conditions
PCI Concierge is provided to you only by Processor and its third-party provider
(such third party provider is ), and not Bank. Bank will have no obligationsProvider
or liability for the PCI Concierge service.
PCI Concierge is a service provided by Provider that assists you over the
internet and phone with the components needed for PCI DSS compliance validation.
The PCI Concierge service includes assisting you to complete a Security
Assessment Questionnaire () and, in some circumstances, scanning of yourSAQ
external (public) facing IP address(es) that has access to the internet. The cost of
the scan for the external (public) facing IP address(es) is included in the PCI
Concierge Service. After you enroll in the PCI Concierge service, you will create an
online account with Provider by reading and agreeing to Provider’s Terms and
Conditions, and you agree to comply with Provider’s Terms and Conditions. To fulfill
part of the requirements for the SAQ, you will answer a series of questions about
how your business operates, and Processor and Provider will record your answers.
You are required to answer completely, accurately, and honestly, so that the
information recorded is correct and you acknowledge that Processor and Provider
will rely on your responses. Provider will then assist you with an attestation of
compliance that Processor and Provider store in to serve as a record of your
compliance validation.
If online scanning is needed as part of your validation, Provider will arrange and
schedule that scanning. Provider will review your scan results with your designated
point of contact and explain any actions that you may need to take to comply with
applicable PCI DSS requirements.
Fees You agree to pay a Monthly Fee for your enrollment in the PCI
Concierge service (the ). The PCI Concierge Fee shall onlyPCI Concierge Fee
apply to your current year’s attestation of compliance. If you elect to utilize the PCI
Concierge service for future years’ attestations, you will be charged the then-current
rate for the applicable attestation year(s) in which you utilize the PCI Concierge
service. Any additional services that may be required for you to comply with the PCI
DSS are separate and apart from the PCI Concierge Services and may incur an
additional fee, as applicable. Either party may terminate the PCI Concierge service
by providing the other party at least 30 days’ prior written notice. Processor or
Provider may terminate this Addendum without notice if you breach the Agreement.
If you terminate the PCI Concierge service before your Agreement expires or is
terminated, you will be charged the Annual Compliance Service Fees and Non-
Receipt of PCI Validation Fees (as applicable) at then current rates for the duration
of your Agreement.
Disclaimer of warranties To the fullest extent permitted by applicable law, the PCI
Concierge service is provided to you “as is,” without any representations or
warranties of any kind. This disclaimer includes express and implied warranties
such as warranties of merchantability or fitness for a particular purpose. There are
no warranties that the PCI Concierge service will be completely error free or be
available without interruption.
48. Commercial Card Interchange Service.
You agree that your merchant account may utilize the Commercial Card
Interchange Service ().CCIS
Visa and Mastercard apply different interchange rates to commercial card
transactions based on the level of transaction detail you provide in your settlement
files. Including the sales tax amount for your commercial card transactions can help
you qualify for lower interchange rates (although other qualification factors also
apply). If you are not collecting the sales tax amount yourself and transmitting it in
your settlement file, CCIS will calculate and transmit the sales tax amount for those
commercial card transactions that will qualify for lower interchange rates.
This service does not affect (1) the total amount of any submitted transaction,
or (2) your sales tax collection or reporting obligations under any tax laws or
regulations that apply to you or your business. Our fee for CCIS is the percentage
listed on your Merchant Processing Application of the resulting interchange savings
for Visa and Mastercard transactions, as applicable.
If a transaction is fully or partially exempt, you should enter the tax amount
(even if that amount is $0.00) as CCIS applies your local tax rate to the full amount
of transactions when the prompt is bypassed.
49. Choice of Law; Venue; Waiver of Jury Trial
Choice of Law. Choice of Law. Our Agreement shall be governed by and
construed in accordance with the laws of the State of New York (without regard to
its choice of law provisions).
Venue. We have substantial facilities in the State of New York and many of
the services provided under this Agreement are provided from these facilities. The
49.2.
49.1.
48.4.
48.3.
48.2.
48.1.
47.3.
47.2.
47.1.
46.5.2.
46.5.1.
46.5.
GenCP-WF-2602_PG_02.28.23 36
account numbers of Cardholders.any Person any rights or remedies, and the parties do not intend for any Persons to
account numbers of Cardholders.
Card Not Present Sale/Transaction: A transaction that occurs when the Card is
not present at the point-of-sale, including Internet, mail-order and telephone-order
Card sales.
Card Verification Codes: A three-digit value printed in the signature panel of most
Cards and a four-digit value printed on the front of an American Express Card. Visa’
s Card Verification Code is known as CVV2; Mastercard's Card Verification Code is
known as CVC2; the Card Verification Codes for Discover Network, PayPal, Alipay,
and American Express are known as a Card Identification Numbers (CID). Card
Verification Codes are used to deter fraudulent use of an account number in a non-
face-to-face environment, (e.g., mail orders, telephone orders and Internet orders).
Card Verification Value (CVV)/Card Validation Code (CVC)/Card Identification
Data (CID): A unique value encoded on the Magnetic Stripe of a Card used to
validate Card information during the Authorization process.
Cardholder Verification Method (CVM): A method used to confirm the identity of a
Cardholder and to signify Cardholder acceptance of a transaction, such as
signature, Offline PIN, and Online PIN.
Cash Benefits: An EBT account maintained by an Issuer that represents pre-
funded or day-of-draw benefits, or both, administered by one or more government
entities, and for which the Issuer has agreed to provide access under the EBT
program. Multiple benefits may be combined in a single cash benefit account.
Cash Over Transaction: Dispensing of cash by a merchant in connection with a
Card sale, other than a PIN Debit Card transaction, for the purchase of goods or
services.
Charge or Charges: The total price, including all applicable taxes and gratuities, for
the purchase of goods or services at a merchant for which a Cardholder has signed
a Sales Draft or otherwise indicated intent to pay with a Card.
Chargeback: A Card transaction (or disputed portion) that is returned to us by the
Issuer. Client is responsible for payment to us for all Chargebacks.
Chip: An integrated microchip embedded on a Card containing cardholder and
account information.
Chip Card: A Card with an embedded EMV-compliant chip containing memory and
interactive capabilities used to identify and store additional data about a Cardholder,
an Account, or both.
Claim: Means any claim (including initial claims, counterclaims, cross-claims, and
third party claims), dispute, or controversy between you and us arising from or
relating to the Agreement or prior Card acceptance agreements, or the relationship
resulting therefrom, whether based in contract, tort (including negligence, strict
liability, fraud, or otherwise), statutes, regulations, or any other theory, including any
question relating to the existence, validity, performance, construction, interpretation,
enforcement, or termination of the Agreement or prior Card acceptance agreements
or the relationship resulting therefrom.
Contactless Payment: Payment performed in a Card-Present Environment with a
Contactless card or Payment Device (e.g., Mobile phone) at the Point-of-
Transaction.
Client: The party identified as “Client” on the Application. The words “Subscriber,”
“you” and “your” refer to Client. Also, sometimes referred to as “Merchant.”
Credit: A refund or price adjustment given for a previous purchase transaction.
Credit Card: a payment account that is (a) presented to you in various forms
(including cards, fobs, tags, mobile devices, or virtual forms), (b) bears the Mark of a
Payments Organization, and (c) enables the Cardholder to buy goods or services on
credit.
Credit Draft: A document evidencing the return of merchandise by a Cardholder to
a Client, or other refund or price adjustment made by the Client to the Cardholder,
whether electronic, paper or some other form, all of which must conform to Card
Organization Rules and applicable law.
Credit Limit: The credit line set by the Issuer for the Cardholder’s Credit Card
account.
Customer Activated Terminal (CAT): A magnetic stripe terminal or chip-reading
device (such as an automatic dispensing machine, Limited Amount Terminal, or Self-
Service Terminal) that is not an ATM.
Data Incident: any actual or potential unauthorized or fraudulent access to (or use,
disclosure, or alteration of) transaction data, whether consisting of a single event, a
continuous course of events, or a series of related events.
Data Incident Expenses: means: (a) any obligations that you have to us arising
from a Data Incident including EMV Upgrade Costs; (b) the costs of a security
assessment conducted by a qualified security assessor approved by a Payments
Organization or PCI to determine the cause and extent of a Data Incident; and (c)
any reasonable fees and expenses incurred by us, or by you with our prior written
consent, for any Mitigation Services specifically approved by us in writing but only if
the Mitigation Services are provided within one (1) year following discovery of the
relevant Data Incident.
Data Usage Charge: Charged to you for our processing of Sales Data sent to us.
Debit Card: a payment account that is (a) presented to you in various forms
(including cards, fobs, tags, mobile devices, or virtual forms), (b) bears the Mark of a
Payments Organization, and (c) enables the Cardholder to buy goods or services by
debiting the Cardholder’s bank account or stored value/prepaid account.
Dial-Up Terminal: An Authorization device which, like a telephone, dials an
Authorization Center for validation of transactions.
Discount Rate: A percentage rate and/or amount charged to a merchant for
processing its qualifying daily Credit Card and Non-PIN Debit Card transactions, as
set forth in the Application. Transactions that fail to meet applicable interchange
requirements will be charged additional amounts as set forth in Section 26.1.
any Person any rights or remedies, and the parties do not intend for any Persons to
be third-party beneficiaries of this Agreement.
Card Organization Rules. The parties acknowledge that the Visa,
Mastercard, Discover Network, PayPal, and Alipay Card Organization Rules give
Visa, Mastercard, Discover Network and PayPal certain rights to require termination
or modification of this Agreement with respect to transactions involving Visa,
Mastercard, Discover Network and PayPal Cards and the Visa, Mastercard,
Discover Network, PayPal, and Alipay Card systems and to investigate you. The
parties also acknowledge that issuers of other Cards, for which we perform services
on your behalf, may have similar rights under their applicable Card Organization
Rules with respect to this Agreement’s applicability to transactions involving such
other Cards.
Publicity. Client may not use the logo, name, trademark, or service mark of
Processor and/or Bank in any manner, including without limitation, in any
advertisements, displays, or press releases, without the prior written consent of
Processor and Bank.
E-SIGN CONSENT AGREEMENT
Consent
By signing the Confirmation Page, you consent and agree that:
Processor can provide disclosures required by law and other information about
your legal rights and duties to you electronically.
Where required or requested, your electronic signature (via “click-through” or
other method) on agreements and documents relating to the Clover Service has the
same effect as if you signed them in ink.
Processor can send all communications, billing statements, amendments to the
Clover Service, notices, and other disclosures or information regarding the Clover
Service or your use of the Clover Service or the Services as defined in the
Agreement (collectively defined as “Disclosures”) to you electronically (1) via e-mail,
(2) by access to a web site that we designate in an e-mail notice we send to you at
the time the information is available, or (3) to the extent permissible by law, by
access to a website that we will generally designate in advance for such purpose.
If you want a paper copy, you can print a copy of the Disclosure or download the
information for your records.
This consent applies to all future Disclosures sent to you in connection with the
Clover Service, the Agreement, or your use of the Clover Service or the Services as
defined in the Agreement.
Legal Effect
By consenting, you agree that electronic Disclosures have the same meaning and
effect as if Processor provided paper Disclosures to you. When Processor sends
you an email or other electronic notification alerting you that the Disclosure is
available electronically and makes it available online, that shall have the same
meaning and effect as if Processor provided a paper Disclosure to you, whether or
not you choose to view or print or download the Disclosure.
51. Glossary
As used in this Agreement, the following terms mean as follows:
Address Verification Service (“AVS”): A service provided through which the
merchant verifies the Cardholder’s address, in whole or in part. Primarily used by
Mail/Telephone/ Internet order merchants, Address verification is intended to deter
fraudulent transactions, however, an AVS Match does not guarantee that a
transaction is valid. An AVS request should generally be submitted with an
authorization request. The AVS response, if available, however will not impact
whether any associated authorization request is approved or denied. You may be
charged an AVS fee for any AVS request you submit even if we are not able to
provide a response to the request.
Affiliate: Person that, directly or indirectly, (i) owns or controls a party to this
Agreement or (ii) is under common ownership or control with a party to this
Agreement.
Application: the Application for Services executed by you.
Authorization: approval by, or on behalf of, the Issuer to validate a transaction. An
Authorization indicates only that the Issuer has confirmed there is sufficient
availability of funds on the Cardholder’s account at the time the Authorization is
requested.
Authorization Approval Code: A number issued to a participating merchant by the
Authorization Center which confirms the Authorization for a sale or service.
Authorization and Capture: Refers to the communication of instructions from your
POS device or other systems to our computer systems, whether the
communications are for authorization requests or any other capture of information.
Authorization Center: A department that electronically communicates a merchant’s
request for Authorization on Credit Card transactions to the Cardholder’s bank and
transmits such Authorization to the merchant via electronic equipment or by voice
Authorization.
Bank: The bank identified on the Application signed by you.
Bankruptcy Code: Title 11 of the United States Code, as amended from time to
time.
Batch: A single Submission to us of a group of transactions (sales and Credits) for
settlement. A Batch usually represents a day’s worth of transactions.
Business Day: Monday through Friday, excluding Bank holidays.
Card: See either Credit Card or Debit Card.
Cardholder: Means the Person whose name is embossed on a Card and any
authorized user of such Card, also referred to as Card Member by American
Express.
Cardholder Information: the data contained on a Card, or otherwise provided to
you, that is required by the Payments Organization or us in order to process,
approve and/or settle a Card transaction, including the names, addresses and Card
50.11.2.
e)
d)
c)
b)
a)
50.11.1.
50.11.
50.10.
50.9.
GenCP-WF-2602_PG_02.28.23 37
Non-PIN Debit Card: A device with a Visa, Mastercard or Discover Network MarkElectronic Benefit Transfer (EBT): An Electronic Benefits Transfer system used to
Non-PIN Debit Card: A device with a Visa, Mastercard or Discover Network Mark
that is tied to a Cardholder’s bank account or a prepaid account and which is
processed without the use of a PIN.
Non-Qualified Interchange Fee: The difference between the interchange fee
associated with the Anticipated Interchange Level and the interchange fee
associated with the more costly interchange level at which the transaction actually
processed.
Non-Qualified Surcharge: A surcharge applied to any transaction that fails to
qualify for the Anticipated Interchange Level and is therefore downgraded to a more
costly interchange level. The Non-Qualified Surcharge (the amount of which is set
forth on the Service Fee Schedule) is in addition to the Non-Qualified Interchange
Fee, which is also your responsibility (see above, Section 26.1)
PAN Truncation: A procedure by which a Cardholder’s copy of a Sales Draft or
Credit Draft, or as required by applicable law, the Sales Draft or Credit Draft you
retain, will only reflect the last four digits of the Card account number.
Payments Organization: any payments association or payments network we
support whose cards or other payment forms you accept under your merchant
processing agreement.
Person: A third party individual or Entity, other than the Client, Processor or Bank.
PIN: the personal identification number associated with a Debit Card.
PIN Debit: a type of transaction using a Debit Card that requires a Cardholder to
enter a PIN for authentication.
PINless Debit: a type of PIN Debit transaction that, under applicable Rules and for
qualifying transactions, does not require the Cardholder to enter a PIN for
authentication.
Point of Sale (POS) Terminal: A device placed in a merchant location which is
connected to the Processor’s system via telephone lines and is designed to
authorize, record and transmit settlement data by electronic means for all sales
transactions with Processor.
Processor: The entity identified on the Application (other than the Bank) which
provides certain services under the Agreement.
Program Guide (also known as the Merchant Services Program Terms and
Conditions): The booklet which contains Your Payments Acceptance Guide, the
General Terms, Third Party Agreements and the Confirmation Page, which together
with the Application and the Schedules thereto and documents incorporated therein,
constitute your Agreement with Processor and Bank.
Recurring Payment Indicator: A value used to identify transactions for which a
Cardholder provides permission to a merchant to bill the Cardholder’s Card account
at either a predetermined interval or as agreed by the Cardholder for recurring
goods or services.
Referral: A message received from an Issuer when an attempt for Authorization
requires a call to the Voice Authorization Center or Voice Response Unit (VRU).
Reserve: money we owe to you (net of any obligations you owe to us) that we hold
back in order to secure or fund your obligations with us.
Reserve Account: An account established and funded at our request or on your
behalf, pursuant to Section 32 of the Agreement.
Retrieval Request/Transaction Documentation Request: A request for
documentation related to a Card transaction such as a copy of a Sales Draft or other
transaction source documents.
Rules: the rules, regulations, standards, releases, interpretations and other
requirements (whether contractual or otherwise) imposed or adopted by any Card
Organization and related authorities, including those of the PCI Security Standards
Council, LLC, the National Automated Clearing House Association and (with respect
to EBT transactions) the Quest Operating Rules.
Sales/Credit Summary: The identifying form used by a paper Submission
merchant to indicate a Batch of Sales Drafts and Credit Drafts (usually one day’s
work). Not a Batch header, which is used by electronic merchants.
Sales Draft: Evidence of a purchase, rental or lease of goods or services by a
Cardholder from, and other payments to, Client using a Card, including
preauthorized orders and recurring transactions (unless the context requires
otherwise); regardless of whether the form of such evidence is in paper or electronic
form or otherwise, all of which must conform to Card Organization Rules and
applicable law.
Schedules: The attachments, addenda and other documents, including revisions
thereto, which may be incorporated into and made part of this Agreement
concurrently with or after the date of this Agreement.
Self-Service Terminal: A Customer Activated Terminal that accepts payment of
goods or services such as prepaid cards or video rental, has electronic capability,
and does not accept PINs.
Servicers: Bank and Processor collectively. The words “we,” “us” and “our” refer to
Servicers, unless otherwise indicated.
Services: the activities undertaken by us to authorize, process and settle Card
transactions undertaken by Cardholders at your location(s), and all other services
provided by us under this Agreement.
Settlement Account: An account or account(s) at a financial institution designated
by you as the account to be debited and credited by us for Card transactions, fees,
Chargebacks and other amounts due under the Agreement or in connection with the
Signature Debit: a type of transaction using a Debit Card that requires the
Cardholder to provide a signature for authentification rather than a PIN.
Electronic Benefit Transfer (EBT): An Electronic Benefits Transfer system used to
deliver certain government delivered benefits, including without limitation Cash
Benefits and FNS, SNAP and WIC Benefits, to EBT customers.
Electronic Draft Capture (EDC): A process which allows a merchant’s Dial-Up
Terminal to receive Authorization and capture transactions, and electronically
transmit them to the Processor. This eliminates the need to submit paper for
processing.
EMV Upgrade Costs: the costs you agree to incur to upgrade payment acceptance
and processing hardware and software to enable you to accept and process EMV-
enabled Cards in a manner compliant with the PCI DSS.
Entity: Means a corporation, partnership, sole proprietorship, trust, association, or
any other legally recognized entity or organization.
Factoring: The submission of authorization requests and/or Sales Drafts by a
merchant for Card sales or cash advances transacted by another business.
Factoring is prohibited.
Fixed Acquirer Network Fee (FANF): Fee that applies to the acceptance of all
Visa branded products and is based on both the size and the number of merchant
locations. The fee will be assessed per merchant Taxpayer ID, based on the
number of merchant locations, Merchant Category Code (MCC), and monthly Total
Gross merchant Sales Volume associated with each Taxpayer ID.
Fraud Full Recourse: One of American Express’s Chargeback programs
General Terms: Section of the Program Guide, including any amendments or
modifications.
Gross: When referred to in connection with transaction amounts or fees, refers to
the total amount of Card sales, without set-off for any refunds or Credits.
Imprinter: A manual or electric machine used to physically imprint the merchant’s
name and ID number as well as the Cardholder’s name and Card number on Sales
Drafts.
Issuer: The financial institution or Card Organization (or other Entity authorized by a
Card Organization) which has issued a Card to a Person.
Limited Amount Terminal: A Customer Activated Terminal that has data capture
only capability, and accepts payment for items such as parking garage fees, road
tolls, motion picture theater entrance, or magnetic-stripe telephones.
Magnetic Stripe: A stripe of magnetic information affixed to the back of a plastic
Credit or Debit Card. The Magnetic Stripe contains essential Cardholder and
account information.
Marks: Names, logos, emblems, brands, service marks, trademarks, trade names,
tag lines or other proprietary designations.
Mastercard Account Status Inquiry Service Fee: Zero dollar Account Status
Inquiry Service requests (including AVS, CVC2 or both).
Mastercard CVC2 Fee: A fee assessed for transactions acquired in the U.S.
Region with the CVC2 (Three digit code on the back of the Mastercard issued card)
included in the transaction for authorization and where the CVC2 response value
equals ‘M’ (Match) or ‘N’ (Invalid /did not match). The fee will not be applied to
Account Status Inquiry (ASI) requests.
Mastercard Digital Enablement Fee: A fee assessed by Mastercard on select
Card Not Present transactions.
Mastercard Processing Integrity Fee: The Mastercard Processing Integrity Fee is
assessed in the event Mastercard cannot match an approved authorization to a
settled transaction (within 120 days from the date the authorization was granted) or
a reversal request (within a specific time frame). The Processing Integrity Fee can
be avoided by settling transactions only with an approved authorization. If an
authorization approval is no longer needed, it must be electronically reversed within
24 hours for a card-present transaction or within 72 hours for card not present
transaction.
Media: The documentation of monetary transactions (i.e., Sales Drafts, Credit
Drafts, computer printouts, etc.)
Merchant Identification Card: A plastic embossed card supplied to each merchant
to be used for imprinting information to be submitted with each Batch of paper Sales
Drafts. Embossed data includes Merchant Identification Number, name and
sometimes merchant ID code and terminal number.
Merchant Identification Number: A number that numerically identifies each
merchant location, outlet, or line of business to the Processor for accounting and
billing purposes.
Merchant Processing Application: The Merchant Processing Application and
Agreement executed by Client, which is one of the documents comprising the
Agreement.
Merchant Provider: Any Person engaged by you to provide services to you
involving or relating to (i) access to Cardholder data, transaction data or information
related to either Cardholder data or transaction data or (ii) PIN encryption, including
without limitation, Encryption Service Organizations (ESOs).
Mitigation Service: a service provided to a cardholder whose information is the
subject of a Data Incident, where the primary purpose of the service is to mitigate
the effects of the Data Incident, including identity theft education and assistance and
credit monitoring.
Non-Bank Services: Products and/or Services for which Bank is not responsible or
a party to including American Express, PIN Debit Card, and Electronic Benefits
Transfer Transactions, TeleCheck Check Services, and Transactions Involving
Cards from other Non-Bank Card Organizations, such as Voyager Fleet Systems,
Inc., Wright Express Corporation and Wright Express Financial Services
Corporation, Discover, PayPal, Alipay, TransArmor, Wireless, Payeezy Gateway
Services, Global ePricing Services and other items as may be indicated in this
Program Guide.
GenCP-WF-2602_PG_02.28.23 38
Store and Forward: A transaction that has been authorized by a merchant when
Store and Forward: A transaction that has been authorized by a merchant when
the merchant cannot obtain an Authorization while the customer is present, typically
due to a communications failure. The merchant will store the transaction
electronically in their host system and retransmit the transaction when
communications have been restored.
Summary Adjustment: An adjustment to your Submission and/or Settlement
Accounts in order to correct errors.
Telecommunication Card Sale: Individual local or long-distance telephone calls,
for which the telephone service provider is paid directly by use of a Card. These do
not include, however, calls paid for with pre-paid telephone service cards.
Telecommunication Card Sales are considered Card Not Present Sales.
Transaction Fees: Service costs charged to a merchant on a per transaction basis.
Transaction Integrity Fee: Fee assessed on Visa Debit Card and prepaid Card
purchase transactions that either fail or do not request CPS qualification.
Us, We and Our: See Servicers.
Wireless Networks: certain cellular telephone and data networks to which we have
access though Wireless Vendors.
Wireless Services: wireless data communication services that use radio base
stations and switching offered by Wireless Networks in order to allow you to capture
and transmit to us certain wireless Card Authorization transactions or to transmit
other communications to our system.
Wireless Software: wireless software (including any documentation relating to or
describing the wireless software) downloaded by you or your designee from our
systems onto the Wireless Equipment.
Wireless Vendors: one or more third party vendors selected by us in our sole
discretion through whom we have acquired the right to resell Wireless Services.
You, Your: See Client.
Your Payments Acceptance Guide: a quick reference to the guidelines for
processing transactions. You’ll also find recommendations and tips to help you
prevent fraud, reduce chargebacks, and properly handle payments, refunds,
exchanges, and most other situations you’ll encounter in your day-to day-business.
GenCP-WF-2602_PG_02.28.23 39
the Item represents the consumer’s payment obligation to Company for its goods
or services, and has not been used in another transaction;
the amount of the Item (a) is for the price of Company’s goods or services, (b)
matches the amount submitted to TeleCheck for processing, and (c) does not
exceed the Warranty Maximum;
the Item was not submitted as a split sale or in other ways to avoid these
warranty requirements or the Warranty Maximum;
the Item is not for credit, cash, or payment on an account, debt, or Item already
due to Company;
the Item does not pre-date or post-date the date of the transaction and
corresponding inquiry to TeleCheck by more than 1 calendar day;
the transaction and corresponding Item are not subject to any stop payment,
dispute or setoff right;
Company is not aware of anything that invalidates the Item, prevents its
collection, or relieves the consumer from liability for it; and
Company provided the notices required by applicable Law (defined in Section
below), authorizing TeleCheck to process the Item as an electronic funds21.1
transfer or remotely created check and imposing (and authorizing such processing
of) a fee for Return Items.
Requirements For In Person Payments: If a consumer presents a paper check
in- person at Company’s point of purchase location, in addition to those in Section
above the following requirements apply and must be followed in accordance1.4 A.
with TeleCheck’s operating guidelines and specifications: (a) the consumer signed
an authorization to debit consumer’s account and consumer’s signature on the
authorization reasonably matches the name imprinted on the Item; (b) the
authorization must be clearly and conspicuously posted and a copy of the
authorization must be provided to the consumer and (c) the Item must be voided
and returned to the consumer after submission to TeleCheck for processing. If such
in-person payment is approved as a paper check that cannot be settled as an
electronic funds transfer, the additional requirements in below apply.Section 1.4 F
Requirements For Online Payments: If a consumer makes an online payment,
the following requirements apply in addition to those in above: (a) theSection 1.4 A
consumer electronically authorized the transaction in accordance with TeleCheck
operating guidelines and specifications and (b) the payment website site
authenticates the consumer’s identity and uses appropriate site security and internet
session security standards in accordance with the NACHA Rules.
Requirements For Phone Payments: If the consumer makes payment over the
phone, the following requirements apply in addition to those in Section 1.4 A.
above: (a) the consumer provided a telephonic authorization in accordance with
TeleCheck operating guidelines and specifications; (b) the payment is not the result
of Company initiating an unsolicited telephone call to consumer with which
Company had no prior relationship; and (c) Company directly tape recorded the
verbal telephonic authorization from consumer or, alternatively, Company sent the
required written confirmation notice of the oral authorization to the consumer.
Requirements for Mail/Drop Box Checks: If the consumer provides a paper
check which was mailed in or submitted in a drop box to Company, the
requirements in above apply except (a) the check must be forSection 1.4A
payment that is not more than 60 days past due; (b) the check must not be post-
dated or dated earlier than 20 days from the date of inquiry to TeleCheck; and (d)
Company must securely store the check for at least
60 days following the corresponding payment transaction at which time it must be
destroyed. Additionally, the consumer must not have notified Company that the
check was not to be converted into an electronic funds transfer. If such mail/drop
box check is approved as a paper check that cannot be settled as an electronic
funds transfer, the additional requirements in below apply.Section 1.4 F
Requirements for Mobile Checks or any Checks Approved as Paper Only. If
TeleCheck approves an Item as a paper check that could not be settled as an
electronic funds transfer (i.e. check is to be deposited by Company) or the check is
submitted to TeleCheck as an image through a mobile device (either, a Paper
), the following requirements apply in addition to those in Settlement Item Section
above: (a) the check must include the consumer’s name (imprinted by the1.4 A
manufacturer), physical address (imprinted by the manufacturer or written on the
check according to TeleCheck’s operating guidelines – P.O. Boxes will not be
accepted), phone number (with area code), identification type and number
(imprinted or written on check), Company’s TeleCheck Subscriber Number and
TeleCheck’s approval code; (b) the consumer’s signature must reasonably match
the name imprinted on the check and (c) Company must send Paper Settlement
Items that were presented in-person at Company’s point of purchase and that
become Return Items directly from its financial institution to TeleCheck within 30
days of the date on the check. If the Paper Settlement Item was mailed in or
submitted in a drop box by the consumer to Company, or if the Item was presented
by the consumer to Company and submitted through a mobile device by Company
to TeleCheck, and subsequent to the transaction TeleCheck instructs Company to
deposit the check (due to image quality issues (a ),Redeposit Check Item
Company must deposit the Redeposit Check Item within 2 days of TeleCheck’s
instruction to do so and TeleCheck must receive it for purchase within 45 days of
the date on the check. Paper Settlement Items and Redeposit Check Items may
only be presented once for payment (TeleCheck will not accept Paper Settlement
F.
E.
D.
C.
B.
(13)
(12)
(11)
(10)
(9)
(8)
(7)
(6)1. Services
TeleCheck will provide Company with the services indicated in the TeleCheck
Services Application and Agreement () which may include:TeleCheck Application
(i) coded information that it may use when deciding whether to accept a check or
electronic funds transfer item (each an , and together, ) when provided byItemItems
its consumers as payment, (ii) settlement processing services and (iii) warranty or
verification services; all as described in this Agreement (together, ).Services
TeleCheck will be Company’s exclusive provider of the Services during the Term
(defined below) of this Agreement. Company agrees to the terms of this Agreement
by signing the TeleCheck Application; clicking “Accept” or “Install” when presented
via an App (as applicable and described below); or using any of the Services.
Company acknowledges that the Specialty Items (Settlement Only) service does
include receiving coded information, warranty or verification services.
Delivery by Application. If the TeleCheck Services are provided through
TeleCheck’s check acceptance application () that resides on a Clover point ofApp
sale device (a ), Company agrees that this Agreement will govern Company’Device
s access to and use of
TeleCheck’s Services on such App. Company’s use of its Device is subject to its
agreement with the supplier of the Device (and not TeleCheck), and this Agreement
does not alter Company’s agreement with its Device supplier. Company will comply
with the terms of its agreement with the Device supplier; and warrants that it is
authorized to install and use TeleCheck’s App on the Device.
Submitting Items. Company will designate the types of Items it accepts and
that it will submit to TeleCheck for processing under this Agreement as indicated on
the TeleCheck Application. Company must submit the Item to TeleCheck through
the appropriate service. For example, checks presented in person by consumers at
Company’s point of sale can only be submitted through the In-Person Warranty (or
Verification) service, checks sent through the mail to Company can only be
submitted through the By Mail/Drop Box service. Company will submit all of its
designated Items to TeleCheck for processing under this Agreement. Except for
Items processes through the By Mail/Drop Box service, TeleCheck will analyze each
Item that Company submits for processing and, in its discretion, provide Company
with an approval or decline code with respect to each Item. TeleCheck will give
Company operating guidelines and specifications, as applicable, to assist Company
with properly accepting and submitting its Items for processing (operating guidelines
and specifications may be provided to Company electronically or made available via
the Internet).
Information Warranty. If Company has selected a warranty service in the
TeleCheck Application, TeleCheck warrants the accuracy of the information given in
its approval code (the ) when an Item meets the warrantyInformation Warranty
requirements described below. Items that satisfy TeleCheck’s Information Warranty
and meet the corresponding warranty requirements are . TeleCheckEligible Items
will purchase Eligible Items that are subsequently dishonored, returned, reversed, or
otherwise not paid by a consumer’s financial institution (these Items are Return
). Company’s sole remedy for a breach of TeleCheck’s Information WarrantyItems
is the right to require TeleCheck to purchase an Eligible Item that became a Return
Item. TeleCheck’s liability to Company for breach of its Information Warranty will not
exceed the lesser of: (a) the amount of the Eligible Item, or (b) the Warranty
Maximum set forth in the TeleCheck Service Application and Agreement. Company
may accept Items that do not receive an approval code or that do not meet the
warranty requirements (these Items are ); however, Ineligible ItemsIneligible Items
are not covered under TeleCheck’s Information Warranty and TeleCheck will not
purchase them.
Warranty Requirements. Company represents and warrants that each Item it
submits to TeleCheck for processing and coverage under the Information Warranty
meets the following requirements:
General Requirements. The following apply to all Items unless otherwise
specified:
the Item was submitted to TeleCheck for processing according to TeleCheck’s
operating guidelines and specifications, and Company obtained a single approval
code for it;
the Item is drawn on the consumer’s deposit account at a United States or
Canadian financial institution (for example, and without limitation, money orders,
cashier’s checks, travelers checks, insurance checks, credit card checks, or non-
first party Items are Ineligible Items);
the Item, or a clear image of the Item (if submitted using a mobile or other optical
imaging device), shows the consumer’s name, address, check number, and routing
and account numbers in the MICR line (not applicable if the payment is online or
over the phone);
the Item is a properly completed first party Item that is dated, payable to
Company, made out for the amount due to Company for its goods or services, and
signed by the consumer (not applicable if the payment is online or over the phone);
the consumer authorized debiting its account by electronic funds transfer or
remotely created check for the amount of the Item (an ) inAuthorization
accordance with TeleCheck’s operating guidelines and specifications and the rules
of the National Automated Clearinghouse Association (), asNACHA Rules
applicable, for the services utilized;
(5)
(4)
(3)
(2)
(1)
A.
1.4.
1.3.
1.2.
1.1.
The following Agreements are Third Party Agreements entered into between Client and the Third Parties identified in the Third Party Agreements.
If Client desires to receive the products and/or services offered under a Third Party Agreement, Client must check the appropriate box or otherwise indicate such desire in
the Merchant Processing Application, in which case the terms and conditions of the Third Party Agreement shall be binding upon Client. The Signature page in the Merchant
Processing Application or any Schedule thereto shall also serve as a signature page to the Third Party Agreements.
Client acknowledges that the Third Parties are relying upon the information contained on the Merchant Processing Application and the Schedules thereto, all of which are
incorporated by reference into the Third Party Agreements.
TELECHECK SOLUTIONS AGREEMENT
PART III: THIRD PARTY AGREEMENTS
®
GenCP-WF-2602_PG_02.28.23 40
reason or timing. TeleCheck will deduct or offset all Return Items against anyItems or Redeposit Check Items that Company or its financial institution presented
reason or timing. TeleCheck will deduct or offset all Return Items against any
amounts to be paid to Company for Items to settled under this Agreement or,
alternatively, TeleCheck may initiate debits to Company’s Settlement Account
(defined in Section 3.1 below) for all such Return Items.
Representations and Warranties. Company represents and warrants that
each Item submitted under any of the Non-Warranty Services complies with the
following, (a) the Item was submitted to TeleCheck in accordance with the
TeleCheck’s operating guidelines and specifications, (b) the consumer authorized
debiting its account by electronic funds transfer or remotely created check for the
amount of the Item in accordance with in accordance with the TeleCheck’s
operating guidelines and specifications and NACHA Rules including, without
limitation, providing any necessary notices to consumer (not applicable to the
Specialty Items (Settlement Only) services) and (c) the requirements in Sections
and (as applicable to the type of Item presented) have been complied1.4. B., C. D
with.
3. Settlement
Company will identify one or more bank accounts held in its name (each, a
) that TeleCheck will use in connection with the Services.Settlement Account
Company authorizes TeleCheck to (a) initiate credits to the Settlement Account for
proceeds that correspond to Company’s transactions; (b) initiate debits to the
Settlement Account for any amounts that may be owed or are required to be paid
under this Agreement; (c) initiate the transaction to a consumer’s deposit account on
Company’s behalf for Items that are owed to it; and (d) initiate adjustments related
to the foregoing (including, without limitation, adjustments for chargebacks or partial
adjustments). TeleCheck may initiate any transfer by Automated Clearing House (
) entry.ACH
TeleCheck reserves the right to decline processing any Item. TeleCheck will
initiate a funds transfer for Company’s transactions that were processed under this
Agreement; less any amounts due from Company for fees, refunds, adjustments or
its other obligations. TeleCheck will typically credit Company’s settlement funds to
its Settlement Account within 2 banking days once the transactions are finally
submitted to TeleCheck for settlement processing.
TeleCheck may recover amounts associated with any adjustments for an Item
that are made to the Settlement Account at Company’s request or due to its error.
TeleCheck may also recover amounts associated with any fees that a consumer
paid to its financial institution because of these adjustments.
Company must promptly notify TeleCheck if it fails to receive any settlement
funds or if there are any changes to the Settlement Account. Transfer of settlement
funds may be delayed or misdirected if Company provides inaccurate information
about, or fails to notify TeleCheck of changes to, the Settlement Account.
TeleCheck is not responsible for settlement errors that arise if Company provides
inaccurate information about, or fails to notify TeleCheck of changes to, the
Settlement Account.
4. Financial Information
Company will promptly provide any financial or other information reasonably
requested by TeleCheck to perform credit risk, security, qualification, and other
reviews related to providing the Services, transactions submitted, fulfillment of
obligations to TeleCheck, or the financial condition of Company. Company
authorizes TeleCheck to obtain information from third parties when performing credit
risk, security, qualification, and other reviews.
5. Notice of Material Changes
Company will provide TeleCheck with reasonable advance notice of any material
change in the nature of Company’s business (including, without limitation, any
change to Company’s operations that would materially affect its products sold,
services provided, or the procedures it follows for payments acceptance). The
failure to provide TeleCheck with this notice constitutes a material breach of this
Agreement.
6. Company’s Payment Obligations
Fees. Company will pay TeleCheck for: (a) all fees and charges for the Services
that are set forth in the TeleCheck Service Application and Agreement; (b) all Items
that are charged back; (c) all adjustments required in connection with Company’s
transactions; and (d) all costs, liabilities, or other obligations imposed on TeleCheck
by third parties as a result of transactions submitted by Company, its actions, or
inactions.
Other Fees. Company will also pay TeleCheck for the following fees and
charges for the Services (as applicable): (a) Customer Requested Operator Call
(also called or ), which is an additional $2.50Fee CROC Voice Authorization Fee
fee per operator or Interactive Voice Response (IVR)-assisted call that Company
initiates, but TeleCheck does not request; (b) , which isDecember Risk Surcharge
an additional percentage charge added to the Inquiry Rate for each authorization
inquiry in the month of December; (c) , which is a $10.00Funding Report Fee
monthly fee to receive daily funding or weekly funding reports (the Funding Report
Fee does not apply if TeleCheck provides the funding report monthly); (d) Inquiry
, which is the percentage rate that applies to the face amount of each Item (upRate
to the Warranty Maximum) that Company submits to TeleCheck for authorization
(whether or not TeleCheck issues an approval code for the Item); (e) Monthly
, which is the minimum aggregate amount of the Inquiry Rate feesMinimum Fee
that Company must pay on a monthly basis (if the total Inquiry Rate fees for
Company’s Items submitted during any month is less than the Monthly Minimum
Fee, then the Monthly Minimum Fee will apply); (f) is aMonthly Processing Fee
monthly fee for handling Company’s account; (g) , which is aSpecial Handling Fee
$5.00 fee applied when the following occur: (1) a chargeback of an Eligible Item, (2)
an Item processed for payment must be corrected due to Subscriber’s error or at
Subscriber’s request, or (3) TeleCheck elects (in its discretion) to process an Item
6.1.
3.4.
3.3.
3.2.
3.1.
2.2.
Items or Redeposit Check Items that Company or its financial institution presented
for payment more than once). In addition, Company must securely store the
physical check for at least 60 days following the corresponding payment transaction.
Electronic Images. If the Item is submitted to TeleCheck by Company as an
image using a mobile device or other image reader, the ability to settle imaged
Eligible Items to the banking system depends on (a) the quality of the image and (b)
the banking system’s ability to accept the image for settlement processing.
Company will use a third party provider to capture images of Items using a mobile
device (this third party, an ) and submit those images to TeleCheck.Image Vendor
Company acknowledges that its Image Vendor will require some of Company’s
account information (including, without limitation, merchant account number, contact
name, email address and device identifier) to submit Item images to TeleCheck; and
authorizes TeleCheck to provide the Image Vendor with the information necessary
to allow it to submit Item images to TeleCheck on behalf of Company. TeleCheck is
not responsible for the image quality of Items submitted through Company’s Image
Vendor, or submission of the images by Company’s Image Vendor to TeleCheck.
Company will destroy the physical checks that were submitted as electronic images
after storing them securely for at least 60 days.
Authorization. Company will maintain a copy of each consumer’s Authorization
for the longer of: (a) 2 years, or (b) the period of time required by the NACHA Rules.
Company will provide TeleCheck with legible copies of Authorizations within 7 days
of TeleCheck’s request for them.
Assignment of Items. Company assigns all if its right, title, and interest in each
Eligible Item that it submits to TeleCheck for warranty coverage when the Item
becomes a Return Item. Company will reasonably aid TeleCheck in its enforcement
of the rights associated with an assigned Eligible Item.
Processing Notices; Return Item Fees. Company will post, and provide
consumers with, notices at the point of sale that are required to process Items using
the Services and to collect fees on Return Items. Company will assess the highest
fee amount allowed by applicable Laws on all Return Items, which TeleCheck may
collect and retain from consumers.
“Goodwill” of an Ineligible Item. TeleCheck may elect to provide warranty
coverage for an Ineligible Item that Company submits for processing. Providing
warranty coverage for an Ineligible Item will not constitute a course of dealing,
waiver of rights, or prevent TeleCheck from rejecting warranty coverage for any
other Ineligible Items.
Updating Information. Company will promptly notify TeleCheck if (a) a
consumer makes any payment to Company or returns any goods in connection with
a Return Item that is subject to warranty coverage, or (b) Company cancels any
services paid for by an Item that is subject to warranty coverage; both representing
a full or partial satisfaction of the Return Item. Company’s notice of payment or
cancellation of services will identify the consumer.
Chargeback. TeleCheck may chargeback any Eligible Item that it purchased
from Company for coverage under the Information Warranty if:
the consumer returned the goods or services (in whole or in part) that were paid
for with the Item;
Company has not delivered the goods or services that were paid for using the
Item;
the Item is subject to any stop payment, dispute, or setoff;
the consumer makes full or partial payment to Company for the Item, or provides
any form of security to ensure its payment;
the goods or services were initially delivered on credit or under a lease;
the purchase transaction, the payment represented by the Item, or transferring
the Item to TeleCheck (by assignment or otherwise) is void or invalid for any reason
other than the consumer’s bankruptcy;
Company breaches the applicable warranty requirements for Eligible Items;
Company submits multiple Items or duplicate Items related to the same
transaction for processing (e.g., deposits a paper Item previously submitted for
processing as an electronic Item without TeleCheck’s direction to do so);
Company does not submit its Items to TeleCheck for processing within 1
calendar day of the transaction date (for batch processing, Items must be submitted
to TeleCheck for processing within 7 calendar days of the transaction date);
the consumer disputes authorizing the Item, its validity, or the amount debited
for it (except in the case of third party fraud committed with a consumer’s check);
the consumer’s Authorization is incomplete or invalid;
Company fails to provide TeleCheck with a legible copy of an Authorization
within 7 days of a request for it; or
Company breaches this Agreement, alters an Item or approval code, or submits
an Item with Knowledge it is likely to become a Return Item. Knowledge means
facts or circumstances which, if known, would cause a merchant, using
commercially reasonable judgment, to independently refuse to accept an Item
(including, without limitation, splitting single transactions into smaller components or
resubmitting Items that were previously denied).
Company will immediately notify TeleCheck if it has Knowledge that any of the
above circumstances occur. Company will continue to be responsible for its
chargebacks after termination of this Agreement. TeleCheck may chargeback any
amounts that exceed the Warranty Maximum for an Eligible Item.
2. Non-Warranty Services
If any of the verification services or the Specialty Items (Settlement Only)
services are selected by Company in the TeleCheck Application (Non-Warranty
), TeleCheck will have no liability for any Item that is processed using theServices
Non-Warranty Services that is subsequently returned, dishonored, reversed or
otherwise unpaid, and does not warranty the checks processed using the Non-
Warranty Services. There will be no payment to Company for any loss from
transactions processed through the Non-Warranty Services. Company assumes all
risks that Items accepted by Company may result in Return Items. Company will be
fully responsible and liable to TeleCheck for all Return Items, regardless of the
2.1.
(13)
(12)
(11)
(10)
(9)
(8)
(7)
(6)
(5)
(4)
(3)
(2)
(1)
1.11.
1.10.
1.9.
1.8.
1.7.
1.6.
1.5.
GenCP-WF-2602_PG_02.28.23 41
that fails to meet the applicable warranty requirements, or that is a Return Item, as a
12. Confidential Information
Confidentiality. Neither party will disclose non-public information about the
other party’s business (including, without limitation, the terms of this Agreement,
technical specifications, customer lists, or information relating to a party’s
operational, strategic, or financial matters) (together, ).Confidential Information
Confidential Information does not include information that: (1) is or subsequently
becomes publicly available (through no fault of the recipient); (2) the recipient
lawfully possesses before its disclosure; (3) is independently developed without
reliance on the discloser’s Confidential Information; or (4) is received from a third
party that is not obligated to keep it confidential. Each party will implement and
maintain reasonable safeguards to protect the other party’s Confidential Information.
Disclosure. The recipient may disclose the other party’s Confidential
Information:(1) to its directors, officers, personnel, and representatives (including
those of its subsidiaries, affiliates, subcontractors or vendors) that need to know it in
connection with the recipient’s performance under this Agreement, and are bound
by confidentiality obligations materially similar to those required under this
Agreement; and (2) in response to a subpoena, court order, or as required under
applicable Laws or NACHA Rules.
13. Data Use; Security.
Data Use. TeleCheck owns all right, title and interest in the data it obtains
from providing the Services to Company.
Data Security. Company will implement commercially reasonable practices,
including administrative, physical and technical safeguards, that are designed to: (a)
maintain the security and confidentiality of Consumer Information, (b) protect
against reasonably anticipated threats to the security or integrity of Consumer
Information, and (c) protect against unauthorized access to or use of Consumer
Information that could result in substantial harm or inconvenience to the consumer.
is customer information Company receives in connectionConsumer Information
with any transaction contemplated by this Agreement.
14. License to Marks
TeleCheck grants Company a limited, non-exclusive, non-transferrable, non-
sublicensable, royalty-free license to use the trademarks, service marks and logos
(together, ) that TeleCheck provides to Company during the Term of thisMarks
Agreement. Company (a) may use the Marks only in the United States; (b) may use
the Marks only in connection with its use of the Services; (c) will follow the branding
guidelines that TeleCheck provides or makes available from time-to-time; and (d)
will not use materials containing the Marks without TeleCheck’s prior written
permission. Company will not otherwise distribute, lease, sublicense, sell, modify,
copy or create derivative works from the Marks. TeleCheck reserves to itself all
right, title, interest or license (express or implied) to the Marks that are not
specifically granted to Company under this Agreement; and may suspend or
terminate this license upon written notice to Company.
15. Indemnification
Company will indemnify, defend, and hold TeleCheck harmless for all losses,
damages, costs, or expenses (including reasonable attorney’s fees) claimed against
it by third parties, which arise from Company’s gross negligence, willful misconduct,
or breach under this Agreement.
16. Exclusion of Damages
Neither party will be liable to the other for lost profits, revenues or business
opportunities, nor any exemplary, punitive, special, indirect, incidental, or
consequential damages (whether any are direct or indirect); regardless of whether
these damages were foreseeable or either party was advised they were possible.
17. Limitation of Liability
TeleCheck’ aggregate liability to Company for losses arising from any cause
(regardless of the form of action or legal theory) in connection with this Agreement
will be limited to $75,000.00
18. Notices
Written notices (other than normal operations) required under this Agreement will be
sent by certified mail or national courier (with tracking and delivery confirmation).
TeleCheck may also provide written notices required under this Agreement by
regular mail. Notices will be effective upon receipt. Notices to Company will be sent
to the address it provides on the TeleCheck Service Application and Agreement.
Notices to TeleCheck will be sent to: TeleCheck Services, Inc., Attn: TeleCheck
Merchant Services, Mail Stop A-12, 7301 Pacific Street, Omaha, NE 68114; with
copies to TeleCheck Services, Inc., Attn: General Counsel’s Office, 3975 N.W.
120th Avenue, Coral Springs, FL 33065 and legalpapers@firstdata.com
19. Third Party Beneficiaries
There are no third party beneficiaries to this Agreement other than TeleCheck’
subsidiaries and affiliates involved in providing the Services to Company. Each party
is responsible for the performance of any third parties it uses in connection with the
Services, and their compliance with the terms of this Agreement. TeleCheck is not
responsible or liable to Company for any errors or breaches of this Agreement that
occur because of Company’s third party providers (e.g., without limitation, issues
that arise from ACH network participants, or if Company uses third party providers
or applications to capture electronic images of Items to submit to TeleCheck).
TeleCheck may audit Company’s compliance with this Agreement upon reasonable
notice, during normal business hours, and at TeleCheck’s expense; and as required
by the NACHA Rules. TeleCheck’s Originating Depository Financial Institution may
also audit Company’s compliance with this Agreement and the NACHA Rules.
13.2.
13.1.
12.2.
12.1.
that fails to meet the applicable warranty requirements, or that is a Return Item, as a
“Goodwill” Item; (h) , which is the additional per transaction chargeTransaction Fee
for each Item that Company submits to TeleCheck for authorization or processing
(whether or not TeleCheck issues an approval code for the Item); and (i)
is a fee applicable to any Item that is dishonored,Unauthorized Return Fee
returned, reversed, or otherwise not paid by the Consumer’s financial institution for
the reason that such Item is unauthorized by the Consumer.
Early Termination Fee. TeleCheck will suffer substantial injury, for which it
would be difficult to determine damages, if Company breaches this Agreement or
terminates it early in violation of the Agreement’s terms. TeleCheck may recover
damages equal to 90%of the aggregate Monthly Minimum Fees and Monthly
Processing Fees that are payable for the unexpired portion of the then-current Term
as an accurate reflection of these damages and realistic pre-estimate of TeleCheck’
s losses caused by an early termination of this Agreement.
7. Reserve
TeleCheck may require Company to fund a cash reserve () in anReserve
amount that reflects TeleCheck’ assessment of risk, as it may determine in its
discretion from time-to- time. The Reserve is a payment obligation of TeleCheck,
established by holding back transaction proceeds or debiting the Settlement
Account in order to potentially offset any obligations that Company may have to
TeleCheck. The Reserve is not a segregated fund that Company may claim to own.
TeleCheck is obligated to pay to Company any amounts remaining from the
Reserve after all other then-current and contingent liabilities or obligations related to
Company’s payment transactions have expired.
The obligations due to Company from the Reserve will not accrue interest
unless required by applicable Laws.
TeleCheck will notify Company if a Reserve is established (including its amount)
or if the amount of the Reserve is modified.
TeleCheck may set off any obligations that Company owes to TeleCheck from
the Reserve.
Although Company acknowledges that the Reserve is a general obligation of
TeleCheck, and not a specifically identifiable fund, if any person claims that the
Reserve is an asset of Company that is held by TeleCheck, Company grants and
acknowledges that TeleCheck have a security interest in the Reserve and, at
TeleCheck request, will provide documentation to reflect this security interest.
8. Setoff and Priority
All funds that TeleCheck owes to Company under this Agreement are subject to
Company’s payment obligations under this Agreement. TeleCheck may setoff or
recoup amounts Company owes to TeleCheck against any funds that TeleCheck
owes to Company.
9. Statements, Reporting
TeleCheck will provide Company with statements or electronic reporting (together,
) reflecting the fees, settlement amounts, and other information relatedStatements
to the Services. Company must review the Statements and inform TeleCheck of any
errors within 60 days following the date that the error was, or should have been,
reported; provided, Company must report settlement or funding errors to TeleCheck
within 30 days (reporting errors will enable TeleCheck to recover amounts or
prevent them from continuing). TeleCheck will have no obligation to provide refunds
for errors that Company reports more than 60 days or 30 days (as applicable) after
the errors were, or should have been, reported. Company and TeleCheck will work
together to resolve issues or disputes that arise in connection with the Statements,
or the funds credited or debited to the Settlement Account.
10. Term
This Agreement begins on the earlier of the dates when Company signs its
TeleCheck Services Application and Agreement, submits its first Item for processing
under this Agreement, or when Company downloads the App (this date, the
). The length of this Agreement’s initial term is designated in theEffective Date
TeleCheck Services Application and Agreement (). This Agreement willInitial Term
automatically renew for successive one-year periods (each, a ),Renewal Term
unless TeleCheck or Company provides the other with at least 30 days’ written
notice of non-renewal at the end of the Initial Term. The Initial Term together with
any Renewal Term(s) is the Term of this Agreement.
11. Termination; Modification; Suspension
General Termination. Either Company or TeleCheck may terminate this
Agreement by giving 30 days’ advance notice if the other materially breaches this
Agreement and fails to remedy the breach within 30 days of receiving notice of it.
TeleCheck may terminate this Agreement upon written notice to Company for any
reason (with or without cause) during its Term. If the Services are delivered through
TeleCheck’s App, Company may terminate this Agreement for any reason (with or
without cause) during its Term by uninstalling the App.
Modification. TeleCheck may modify this Agreement’s terms (including,
without limitation, its fees) upon 30 days’ notice to Company, during which notice
period Company may terminate this Agreement by providing written notice of
termination to TeleCheck. Company’s continued use of the Services after the 30 day
period contained in a notice of modification from TeleCheck will constitute Company’
s acceptance of the new terms.
Suspension. TeleCheck may suspend its Services or settlement of any funds
under this Agreement if it determines that questionable activity occurs with respect
to Company’s payment transactions (including, without limitation, if there are
excessive Return Items associated with Company’s Items, Company breaches the
NACHA Rules, or if required by applicable laws. TeleCheck may also suspend or
terminate its Services if requested by its Originating Financial Depositary Institution.
11.3.
11.2.
11.1.
7.5.
7.4.
7.3.
7.2.
7.1.
6.2.
GenCP-WF-2602_PG_02.28.23 42
20. Waivers
A party’s delay or failure to exercise any of its rights under this Agreement will not
be a waiver of those rights.
21. Compliance with Law, Choice of Law, Waiver of Jury Trial
Compliance with Law. The parties will comply with all laws, regulations, and
rules (including ACH’s network rules, requirements, and standards; the NACHA
)(together ) that are applicable to their respective performanceRulesLaws
obligations under this Agreement. Company acknowledges that it is the Originator
under the NACHA Rules with respect to its transactions and agrees to comply with
its obligations as an Originator. Company certifies that it has a legitimate business
need for the information that TeleCheck provides through its Services, will use the
information in connection with submitting payment transactions to TeleCheck for
processing and for no other purpose, and will use the information only for
permissible purposes under the Fair Credit Reporting Act (Company will not use
TeleCheck’s information for employment related purposes).
Choice of Law; Waiver of Jury Trial. This Agreement will be governed by
New York law (without regard to its choice of law provisions). The courts of New
York, New York will be the proper venue for legal proceedings brought in connection
with this Agreement. TeleCheck and Company each waive their right to a jury
trial for claims arising in connection with this Agreement.
22. Entire Agreement, Amendment, Counterparts
The defined term Agreement includes its schedules, addenda, and any
amendments (capitalized terms used in the schedules, addenda, or amendments
without definition will have the meanings given to them in this Agreement). This
Agreement is the entire agreement between the parties and replaces any prior
agreements or understandings (written or oral) with respect to its subject matter.
Except as set forth in Section 11.2, modifications to this Agreement must be in
writing, executed by the parties. This Agreement and any amendments may be
executed electronically and in counterparts, each of which constitutes one
agreement when taken together. Electronic and other copies of the executed
Agreement are valid.
23. Assignment
Company may not assign this Agreement without TeleCheck’s written consent.
TeleCheck may assign this Agreement upon notice to Company. This Agreement
will be enforceable against a party’s permitted successors or assigns. This
Agreement may not be continued, assumed, or assigned in the event of a
bankruptcy or other insolvency event without consent from the non-bankrupt or
insolvent parties.
21.2.
21.1.
GenCP-WF-2602_PG_02.28.23 43
Client’s obligation with respect to the Monthly Minimum Processing Fee will end
simultaneously with CardConnect LLCs’ receipt of Termination Fee.
A.4. 6050W of the Internal Revenue Code
Pursuant to Section 6050W of the Internal Revenue Code, merchant acquiring
entities and third party settlement organizations are required to file an information
return for each calendar year reporting all payment card transactions and third party
network transactions with payees occurring in that calendar year. Accordingly, you
will receive a Form 1099-K reporting your gross transaction amounts for each
calendar year. Your gross transaction amount refers to the gross dollar amount of
the card transactions processed through your merchant account with us. In addition,
amounts reportable under Section 6050W are subject to backup withholding
requirements. Payors will be required to perform backup withholding by deducting
and withholding income tax from reportable transactions if (a) the payee fails to
provide the payee’s taxpayer identification number (TIN) to the payor, or (b) if the
IRS notifies the payor that the TIN (when matched with the name) provided by the
payee is incorrect. Accordingly, to avoid backup withholding, it is very important that
you provide us with the correct name and TIN that you use when filing your tax
return that includes the transactions for your business.
A.5. Addresses For Notices
Important Phone Numbers: (see also
Sections 10 and 17)
Customer Service
1-877-828-0720
PROCESSOR:
CardConnect LLC:
1000 Continental Drive
Suite 300
King of Prussia, PA 19406
BANK:
Wells Fargo Bank, N.A.:
P.O. Box 6079
Concord, CA 94524
1-844-284-6834
a.
b.
c.
A.1. Electronic Funding Authorization
All payments to Client shall be through the Automated Clearing House (“ACH”) and
shall normally be electronically transmitted directly to the Settlement Account you
have designated or any successor account designated to receive provisional
funding of Client’s Card sales pursuant to the Agreement. Client agrees that any
Settlement Account designated pursuant to the preceding sentence will be an
account primarily used for business purposes. Neither Wells Fargo Bank, N.A., nor
CardConnect LLC can guarantee the time frame in which payment may be credited
by Client’s financial institution where the Settlement Account is maintained.
Client hereby authorizes Wells Fargo Bank, N.A., and its authorized representative,
including CardConnect LLC, to access information from the Settlement Account and
to initiate credit and/or debit entries by bankwire or ACH transfer and to authorize
your financial institution to block or to initiate, if necessary, reversing entries and
adjustments for any original entries made to the Settlement Account and to
authorize your financial institution to provide such access and to credit and /or debit
or to block the same to such account. This authorization is without respect to the
source of any funds in the Settlement Account, is irrevocable and coupled with an
interest. This authority extends to any equipment rental or purchase agreements
which may exist with Client as well as to any fees, fines and assessments and
Chargeback amounts of whatever kind or nature due to CardConnect LLC or Wells
Fargo Bank, N.A. under terms of this Agreement whether arising during or after
termination of the Agreement. This authority is to remain in full force and effect at all
times unless and until CardConnect LLC and Wells Fargo Bank, N.A. have
consented to its termination at such time and in such a manner as to afford them a
reasonable opportunity to act on it. In addition, Client shall be charged twenty-five
dollars ($25.00) for each ACH which cannot be processed, and all subsequent
funding may be suspended until Client either (i) notifies CardConnect LLC that ACH’
s can be processed or (ii) a new electronic funding agreement is signed by Client.
Client’s Settlement Account must be able to process or accept electronic transfers
via ACH.
A.2. Funding Acknowledgement
Automated Clearing House (ACH). Your funds for Mastercard, Visa, Discover
Network, PayPal, Alipay, and American Express transactions will ordinarily be
processed and transferred to your financial institution within two (2) Business Days
from the time a batch is received by Processor if your financial institution is the
Bank. If your financial institution is not the Bank, your Mastercard, Visa, Discover
Network, PayPal, Alipay, and American Express transactions will ordinarily be
processed via the Federal Reserve within two (2) Business Days from the time a
batch is received by Processor. The Federal Reserve will transfer such amounts to
your financial institution.
A.3. Additional Fees and Early Termination
If Client’s Mastercard, Visa, Discover Network, PayPal, Alipay, and American
Express transaction(s) fail to qualify for the discount level contemplated in the rates
set forth in the Application, Client will be billed the fee indicated in the Mid-Qualified
Discount field or Non-Qualified Discount field. If you are utilizing the Enhanced
Billback Discount option, the Client will be charged the Enhanced Billback Rate on
the volume of said transaction that failed to qualify, in addition to the difference
between the Mastercard/Visa/Discover Network/PayPal/Alipay and American
Express Qualified Rate agreed to on the Service Fee Schedule and the actual
interchange rate assessed to the downgraded transaction.
Any increases or decreases in the interchange and/or assessment portion of the
fees;
The appropriate interchange level as is consistent with the qualifying criteria of
each transaction submitted by Client;
Increases in any applicable sales or telecommunications charges or taxes levied
by any state, federal or local authority related to the delivery of the services
provided by CardConnect LLC when such costs are included in the Service or
other fixed fees.
The discount fees shown on the Service Fee Schedule shall be calculated based on
the gross sales volume of all Visa, Mastercard/Discover/PayPal and American
Express volume.
A Monthly Minimum Processing Fee will be assessed immediately after the date
Client’s Application is approved. (Refer to Service Fee Schedule, if applicable.)
In addition to the PIN Debit Card transaction fees set forth on the Application, Client
shall be responsible for the amount of any fees imposed upon a transaction by the
applicable debit network.
The parties further agree and acknowledge that, in addition to any remedies
contained herein or otherwise available under applicable law and, if (a) Client
breaches this Agreement by improperly terminating it prior to the expiration of the
initial term of the Agreement, or (b) this Agreement is terminated prior to the
expiration of the initial term of the Agreement due to an Event of Default, then
Servicers will suffer a substantial injury that is difficult or impossible to accurately
estimate. Accordingly, the parties have agreed that the amount described below is a
reasonable pre-estimate of Servicers’ probable loss.
In the event that Client terminates this Agreement within three (3) years from the
date of approval by CardConnect LLC and Wells Fargo Bank, N.A. or this
Agreement is terminated by Servicers within 3 years from the date of approval due
to an Event of Default, Client will be charged a fee for such early termination, if so
indicated on the Application on the Service Fee Schedule and as allowable under
applicable laws.
PART IV: ADDITIONAL IMPORTANT INFORMATION FOR CARDS
GenCP-WF-2602_PG_02.28.23 44