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2020 - Contract
MAINSTREAM SALES AGENT SPLITS (notional) REFERRAL SOURCE/LEAD NO Sales Agent#1 Referring Source 100155 L100 .1. FAX COVERSHEET Vern, 2079.1 I Sales Agent #2 L:1% Lead # SUBMIT PAPERWORK TO: FAX: 1-866-933-3608 OR EMAIL: FAX@MAINSTREAMMS.COM CHOOSE COMP STRUCTURE {reouiredl ® 6/20 Plan I 0 Residual Only Plan DATE: 3/05/2020 I - AGENT#: 1001551 AGENT NAME: lames Ryan 1 CUSTOMER NAME: CITY OF SEBASTIAN MERCHANT NAME: SEBASTIAN MUNICIPAL GOLF COURSE 1 1) MERCHANT #: OLA ID#: MERCHANT WEBSITE ADDRESS: WWW. https://www.cityofsebastian.org/ O PROCESS NEWDISCOUNT O ADDITIAL 0 #CASH ANT UPDATE TO TIONAL O CHANGE OF O O CCUSTOE R CONVERS OMERC MERCHANT SERVICES/EQUIPMENTEI OWNERSHIP * FOR CASH DISCOUNT CONVERSIONS, LIST PREVIOUS MID: IF THIS IS A CHANGE OF OWNERSHIP, LIST PREVIOUS MERCHANT # f **PAPERWORK ATTACHED** MERCHANT TRANSACTION PROCESSING AGREEMENT 0 ADDITIONAL SERVICES FORM VOIDED CHECK (MUST BE PREPRINTED) OR BANK LETTER 0 ADDITIONAL EQUIPMENT FORM RECENT STATEMENT (WITHIN THE LAST 3 MONTHS) 0 VALUTEC OR FACTOR4 GIFT CARD FORMS i0 COPY OF PROFIT CALCULATOR 0 CASH ADVANCE ! LOAN FORMS O EQUIPMENT PROGRAMMING FORM 0 CHECK SERVICE FORM Q TERMINAL PLACEMENT AGREEMENT 0 BANK ACCOUNT CHANGE FORM O IRS FORM W-9 0 O FINCEN FORM 0 PAYMENT FORM NOTES: New Contract - Standard Cost Plus PgION AINSTREAM MERCHANT TRANSACTION PROCESSING AGREEMENT Sales Order MERCHANT APPLICATION FEES APPLY ONLY TO SERVICES USED Vets. 2019.1 Q Legal Name CITY OF SEBASTIAN z Q Legal Address 1225 MAIN STREET I City (Sebastian ST F L Zip 132958 0 MUST be a ohvsical street address, not a PO Box LU Phone# I772-589-5330 Contact I KENNETH KILLGORE I Email ikkillgore@cityofsebastian.org OPrincipal Name IKENNETH KILLGORE w I Title ADMINISTRATIVE SERVICES DI ! Ownership nt or 10 I z aHome Address 11225 MAIN STREET City I Sebastian I ST = Zip 132958 Month Day Year Date of NOTE: Additional principals can Phone # 772-589-5330 SSN 12 6 4 — 8 8 — 7 2 2 51 I 02 1 27 1 1948 1 Birth provide their information on a separate form. LOL. Ownership Type: ® Corporation ® LLC © Sole Proprietorship ® Partnership 0 Tax Exempt (D Other Z Month Year X Federal Tax ID# I Date Opened � NOTE: Failure to provide accurate information Regn may result in a < 5 9— 6 0 0 0 4 2 7 p O1 1924 withholding of merchant funding per IRS Reguiations O Q Same as Legal Address NOTE: The merchant address must be a physical street address, not a P.O. Box LL Z DBA Name � ISEBASTiAN MUNICIPAL GOLF COURSE z = Address I100 BRUSH FOOT DRIVE City Sebastian ST = Zip 132958 U w Phone# �772589-5330 Contact lKENNETIiKILLGORE I Email Ikkillgore@cityofsebastian.org w �. MEMBER BANK (ACOUIRERI IMPORrANTMEMBER RANK (ACOWRER)RESPONSIBILITIES IMPORTANT MERCHANT RESPONSIBILITIES INFORMATION 1. A Visa Member is the omly entity approved to extend acceptance of Visa products directly ma Merchant 1. Ensure compliance vdth cardholder data security and storage requirements. Co First National Bank of Omaha 2. A Visa Member must be a pnratipal (signer) Io the Merchant Agreement. 2. Maintain fraud and chargaback's bedew thresholds. 1820 Dodge Street 3. A Visa Member is responablefor educating Merchants on pertinent Visa Operating Regulations with which Merchants must comply. 3. Review and understand the terms of the Merchant Agreement. O 1 Omaha, NE 68197 4. The Visa Member isresponsibletw and must prwidesetdement funds In the Merchant Bn0-853b58B 5. The Visa Member is responsible for al funds hald in reserve that are derived from settlement. 4, Comply with Visa Operating Regulations. rA The respomsibdif lis above do t supefsede the rms of the Merchant Agreement and are provided to ensure the Merchant understands some important obligations of each party and that the Visa Member iAequtrer) is he ultimate authority should the ant arcy lams �t � IL KENNETH KILLGORE SEBASTIAN MUNICIPAL GOLF COURSE 100 BRUSH FOOT DRIVE {Signature•PrincipallOfficerlOwner} (Print Name) (MerchanlfDBA Name) (Address) tW Visa, MasterCard, DISOOVBT O Visa, MasterCard, Amex, Discover O Visa, MasterCard, Discover O AMEX OptBlue Rate 0 7 0 % n EMV/Chip/ % �'U �'� Tier 1 % �.� % z Swiped/NFC Per Item $ 0 p 5 w Keyed % � y �.� K Tier 2 /o /o ° ° C3 Q ® AMEXOpiBlue L.L. Per Item $ �,� o Tier �.� goo % J Rate �7 0. % C"'i_ w Tier4 F—],= % f1 Per Item $ E 76. 0 5 ~ Per Item U AMEX Support Fee:.10% Interchange & Assessments: Pass -Through AMEX Supped Fee .10% The following tees will be passed through atAssoctaeons itate: Asa Zero Floor Un iF, Visa International Services (Including Cam Advance}, Visa Misuse, MasterCard Cross Border {US1Non-trSlPuerio Ricol, MasterCard Processing Integrity, all other applicable associai feesWil he passed through at the Association's rate. Please review the Rate Descriptions online at wwwArarsactionssummarY.eom or contact Mainstream Merchant Services, Inc. at aBB.Id74.1020 for additional infmmaton on vklch intarchanae mocirams qualify. v3 w twi z Statement Fee Minimum Processing Fee $ $ E• Per Month D D PerLocation Per Month D 0 Voice AuthFee Voice Auth $ �• 9 S $ �' D D Per Call Per Bat& Header Fee $ E3• ACH Reject, NSF or Check Fee $ 2 5 , D D 0 0 Per Occurrence Per Occurrence 2 0 in Chargeback Handling Fee $ 25 per Location Per , DD Occurrence Re#offal Fee Voice AVS Request Fee $ �D • D Call CaPer ll Returned Retrieval Fee $ D 0 Per Occurrence American Express ® Debit Item Fee $ , 0 0 Per Transaction Q Valutec (Refer to Valutec paperwork for their pricing) 'Z:n� Direct (ESA) Item Fee: 1n Network Fees: Pass -Through LU w LZ O Factoi Monthly $ w Per mtz: O EBT Item Fee Per Transaction C7 $ Transaction w $ ¢ M FN5 # I I Item Fee $ Merchant Initial'/ ` Mainstream Merchant Services, Inc. is a registered ISOIMSP of First National Bank of Omaha,1620 Dodge Street, Omaha, NE 68197 eW-853-9586 Pg2of9 AINSTREAM MERCHANT TRANSACTION PROCESSING AGREEMENT Sales Order# MERCHANT APPLICATION FEES APPLY ONLY TO SERVICES USED MainStream Assurance Merchant Free Supplies and Overnight ® Free Supplies Overnight Equipment Equipment Replacement $11.95/Terminali'Month Replacement S Accept ® Decline initials $15.00/TerminallMonth $6.95frerminal/Month ('$99 one-time #ee if MA Equipment is added otter installation} PCI Compliance Program Fees Regulatory and Compliance Fees cn Monthly $ E�g5 ' Per Location '0e Monthly $ �, 9 5 Per Location OW $ E' ElPer i z ® Annually $ 7 9 9 5 Per Location ® Annually $ a 5 9 5 Per Location Month c�9 PCI Non $ 1 g g 5 Per Month Per $ �•� Transaction Compliance Fee fX ® New American Express OptBlue Annual AMEX Volume $ I 39,000.00 1 Avg. Ticket $ 1 43.85 1 O Existing American Express Direct (ESA) Direct SE # I Merchant Cap # O Wireless Data $ 2 4 g 5 Plan Fee Per Month Per MonthlTerminal Q SwipeSimple $ 1 5 , 0 0of F] Additional User ID's Wireless Item Fee $ = , 0 5 Per Transaction a SwipeSimpie Register $ 2 0 D Q Per Month Additional User ID's O Q Terminal Fee 1 0 0 0 Terminal Fee $ � . � Per MonthlLocation ("Additional users are $5 per month) If the Agreement is terminated eery during the 'Initial Term' i years) or any 'Renewal Term' as defined in sections 4.1 and 4.2 in 1ha terms and conditions, for any reason other than those set out in sections 5.1, 5.2, or 5.2B in the terms and conditions, then the merchant aarses to Pay Mainstream Merchant Services. Ino., an early termination fee In the amount of three hundred and fifty dollars Per MID. THIS general, absolute, and unconditional continuing Guaranty ["GUARANTY-} by the undersigned (collectively "GUARANTOR' or "my' or 1' a"me'}, is for the beneidof Mainstream Merchant services Inc. andfor First National Bank of Omaha (each a'+Guaranty Party° and 'Go tiecbvely the 'Guaranty Parties"). For value received, and in consideration of the mutual undertakings contained in the Merchant Transaction Processing Agreement and allied agreements ('AGREEMENT'l between the Guaranty Parties and MERCHANT as setforfh below. I absolutely and unconditionally guarantee the full performance of all MERCHANT's obligations to the Guaranty Parties, together with all costs, expenses, and attameys' fees incurred by any Guaranty Party in connection with any actions, inactions, or defauits of MERCHANT. I waive any right to require the Guaranty Parties to proceed against other entities or MERCHANT. There are no conditions attached to the enforcement of this GUARANTY. I authorize the Guaranty Parties, their respective agents or assigns to make tram time to time any personal credit or other inquiries and agree to provide, at request, financial statements andrortI returns. I agree that this GUARANTYshall be governed and construed in accordance with the laws ofthe stale of Nebraska, and that the courts of the state of Nebraska shall have and be vested with personal jurisdiction over me. This is a continuing GUARANTY and shall remain in effect until one hundred eighty (180) days after receipt by the Guaranty Parties of written notice by me terminating or modifpng the same. The termination of the AGREEMENT GU NTY shall not release from IiatiTtywith respeatto any obligations incurred before the effective date of termination, No terminator of this GUARANTY shall be effected by any change In my legal status or any z change in ip be ; Iy�RC nd me. This GU RANTYshall bind and inure to the benefit of the personal representatives, heft, adrtrinistrators, successors and assigns of GUARANTOR and the Guaranty Parties. ¢/Al !]4 KENNETH KILLGORE 3/05/2020 1225 MAIN STREET 264-88-7225 772-589-5330 (Signature-PdncipallOfficeriOwner) it (Print Name) (Date} (Address) (Social Security#) (Phone#) C� 06 By their execution below the undersigned parties agree to abide by the Merchant Transaction Processing Agreement (the 'AGREEMENT). The AGREEMENT consists of the MerehentAppticallon and the Terms and Conditions (a L U separate attachment hereto), and MERCHANT acknowledges that it has received and read the terms and conditions at the time of signing. MERCHANT warrants that tire information provided on the Merchant Applicaton is complete and CJ accurate. MERCHANT authorizes Mainstream Merchant Services Inc. andfor BANK to provide a copy of this Merchant Application to any third party for the services requested. MERCHANT, and its signing officadownerlparner, and any z Personal Guarantor authorize Mainstream Merdhant Services Inc. andlar BANK, or its agents ar assigns, to make from time to time, any business and personal credit and other inquiries. By executing this Merchant Application. MERCHANT, its signing officer, owner, partner and any Personal Guarantor acknowledge that Main Sham Merchant Services, Inc. andfor Bank has a legitimate business need for the information contained in any personal creditreport that maybe obtained in connection wth this Merchant Application or the Agreement, and that this Application is a business transaction that was initiated by the MERCHANT andfor any Personal Guarantor idenfirrsd above. If applicable, W MERCHANT agrees by its signature below to the American Express OptBfue Program Agreement BANK is not a party to these agreements and has no ob5gation or liability under such agreements. In Wtnesswhereofthe parties hereto V have cauL11hi EMEN to U be executed b their duly authorized representatives effective on the date signed or approved by BANK. KENNETH KILLGORE ADMINISTRATIVE SERVICES DI 3/05/2020 (Signature-PdncipaVoffioerlowner) (Print Name) (Title) {Date) (Mainstream Merchant Services "ISO" Signature} (Print Name) (Date) (First National Bank of Omaha "BANK" Signature) (Print Name) (Date) u I Was Site Inspection Performed? � Sales Agent B initialing. the sales agent attests that a site ins ection of the above named customer's 9 Y � � � g� g p premises was conducted and 0 0 Yes O No � R Initials that the customer has the proper facilities, equipment, inventoryand licenses required to conduct the business. BANK is not offering equipment under this section and shall have no liability for equipment offered under this section. i N z E X ManufacturedMakelModel city, Terminal ® Verifone VX 520 CDC 1 Pin Pad e 00 Verifone VX 805 pin pad 1 t� W VAR/Other Ship To ® Merchant DBA Address ® Merchant Legal Address SV-11ales Agent Address ®Other [D Shipping Name (James Ryan z_ � Address 1731 Dempsey Ave 1 IL J u3 City (Sebastian ST F L Zip 132958 Phone# I 772-783-5418 Shipping Method Ground ® 2-Day ® Overnight ® Saturday Mainstream Merchant Services, Inc. is a registered ISOIMSP of First National Bank of Omaha, 1620 Dodge Street, Omaha, NE 68197 BOO-853-9506 Pg 3 of 9 AINSTREAM MERCHANT TRANSACTION PROCESSING AGREEMENT MERCHANT APPLICATION Sales Order # FEES APPLY ONLY TO SERVICES USED O Merchant Type: e Retail (D Restaurant Q Lodging Q E-Commerce Q Supermarket Q Other z Statement Mailing I Statement For at: Chargeback Mailing Address: e) Legal ® Merchant Q Principal Summary Detailed Address: Legal ®Merchant ®Principal ® currently Accepts Cards Previous Processor Blue Dog Q Does Not Accept Cards Average Monthly Volume Hiqh Monthly Volume Average Ticket Hiqh Ticket $ 1 103,120.25 $ I 155,000.00 $I 58.23 $1 1000.00 Do you operate as a (If Seasonal, indicate Operating Months) O Seasonal Merchant? Q Jan Q Feb Q Mar Q Apr Q May Q Jun Merchant Sales Type 100 LL�Sales to: Consumer z Q Yes ® No TOTAL =100% O Q Jul Q Aug Q Sep Q Oct Q Nov Q Dec Sales to: Business 00 z Swiped/Non-Swiped Percentages wFace to FacelSwiped Imprinted/Keyed MaillPhone Internet Business Product Type (describe fully) o 1001 1 I Municiple Golf Course I t2 When is cardholder billed for goods? ® On Order Q On Shipment Average number of days % of goods/services you use an third ad between order and shipment? 1 cash and carry? Do 10p y y party Q Yes ® No If Yes, provide a contact list: fulfillment houses? Do you work with any third parties or software vendors who have access to cardholder data? Yes Q No ® If Yes, provide a contact list: Are you currently PCI Compliant? ® Yes Q No Do you have a refund policy? ® Yes Q No If Yes, please indicate: ® V/MC Credit Q Store Credit Q Exchange Q Other Account Type: G Business Checking Q Personal Checking jName on Bank Account City of Sebastian O U Routing # 1067005158 � O Bank Name (Seacoast National Bank w City Sebastian Deposit Consolidation Q Each batch is deposited individually Account# 14327103881 Bank Address I ST F L Zip 132958 Phone # QAll batches for a merchant combined into a single deposit U 1 In accordance with the terms set out in the Terms and Conditions, transfer funds will be made talfrom the account set forth in the enclosed voided check or bank letter ATTACH VOIDED CHECK HERE OR INCLUDE BANK LETTER U ® Same as Deposit Account OR Select Account Type ® Business Checking ® Personal Checking w Name on Bank Account U' ¢ Routing # U Cam`] Bank Name z J City m Account# Bank Address 1 ST Zip Phone # 1 U I In accordance with the terms set out in the Terms and Conditions, transfer funds will be made talfrom the account set forth in the enclosed voided check or bank letter w U ATTACH VOIDED CHECK HERE OR INCLUDE BANK LETTER Q Standard Funding (D Apply for Next Day Funding (subject to approval) Z To the extent the Next Day Funding is selected an the Merchant Application, and subject to the terms of this AGREEMENT, BANK will generally initiate a credit via ACH of o proceeds from SALES to the DESIGNATED ACCOUNT on the business day after BANK processes such SALES, provided that BANK successfully receives the complete Z transaction data from such SALES by the applicable cut off time as determined by BANK. Notwithstanding the foregoing, BANK will not be liable to MERCHANT if an ACH � credit of SALES proceeds is not initiated within such one (1) business day time period. BANK may change the time frame for the ACH credit of SALES proceeds at any time and without notice to MERCHANT. For purposes of this section, "business day" will mean any day on which the Federal Reserve is open for business, other than Saturdays, Sundays, or state or federal holidays. Mainstream Merchant Services, Inc. is a registered ISOIMSP of First National Bank of Omaha, 1620 Dodge Street, Omaha, NE 68197 800.8a9586 Pg 4 of 9 iiii MAINSTREAM Vera. 2019.1 POS Equipment Communication Method Static IP Address: Gateway IP Address: EQUIPMENT PROGRAMMING FORM I l ® Dial (D IP/Ethernet If IP ® Static ®i Dynamic Subnet Mask: DNS 1: Receipt Footer. GAIT Sales Final ® No Refunds ® Store Credit Only ® Refund to Credit Card I — a Custom Line 1 (Limit of 22 Character Spaces): w w Custom Line 2 {Limit of 22 Character Spaces): Receipt Font �42 (standard) 032 Customer# I I Sales Order# DNS 2: Time Zone: G EST ® CNT ® MTN ® PAC C) HST ® AKST Auto Close: E) Yes ® No Auto Close Time: n O AM ~ Active Processing Options: # Credit # Debit Q EBT 0 Gift Q Check Services 10 • 30 ® PM Security Options: (D CVV ® AVS EMV ProcessinglOn ® Off Verifone Confirm Sale Amount: 0 On ®off ClerklServer: ® Yes(D No Cannolbe turned off on Ineenieo terminals Enter Last 4 Digits:®Yes Ifl No Small Ticket': GYes ®No Enable Commercial Card Prompts: 0 Yes E) No Level 1111 ® On 0 Off nnda,W...W.tw—quhd 13213 Processing: " Tips'" " Manager Password'" "" Swipe Simple / TSYS Mobile 1 TSYS Virtual Terminal`* "" Receipts'" z Tip Line ® Yes 0 No ® Default Users Full Name: Print Customer Receipt: Tip at Time of Sale: ® Yes ® No ® Custom User Email Address: uu None cn Prompt for Tip Percent: Enter Custom Password Below: Access Level Devioe 015%, 16% 20%a (Swipe Simple Only:) (Swipe Simple and TSYS Mobile:) ® Confirm ®Custom: — %—%_ % ® Admin (Management) 0 Android Additional Server Numbers: ® Member (Cashier) ® i0S 0 Automatic Please list details of all additional user IDs requested in Additional Server [Ds: the notes section at the bottom of the page. Password Options: O Sale Q Void Q Refund O Settlement Q Offiine O Tip Adjust Q ClerklServer Q Reports POS System Setup Information z 0 H Manufacturer: Software Name: LL Z a Software Version. Z3 MiddlewarelGateway Required? ®Yes ® No � MiddlewarelGateway Name: w I— MiddlewarelGateway Version: ® Host Capture ® Terminal Capture a ® Dial ® IPlEthemet U) LLJ H O Z For "ISO" use only, Notes wilt not alter Merchant Application VAPdReseller Company Information Reseller Name: Reseller Contact Name: Reseller Phone Number: Reseller Fax Number: Reseller Email Address: Email Parameter Sheet to: VAR Fee to Convert Merchant: $ VAR Fee to Install MiddlewarelGateway $ Mainstream Merchant Services, Inc. is a registered ISOIMSP of First National Bank of Omaha, 1620 Dodge Street, Omaha, NE 68197 800-853-9586 Pg5of9 EGARDINGCERTIFICATION GENERAL INSTRUCTIONS What is this form? To help the government fight financial crime, Federal regulation requires certain financial institutions to obtain, verify, and record information about the beneficial owners of legal entity customers, Legal entities can be abused to disguise involvement in terrorist financing, money laundering, tax evasion, corruption, fraud, and other financial crimes. Requiring the disclosure of key individuals who own or control a legal entity (i.e., the beneficial owners) helps law enforcement investigate and prosecute these crimes. Who has to complete this form? This form must be completed by the person opening a new account on behalf of a legal entity with any of the following U.S. financial institutions: (i) a bank or credit union; (ii) a broker or dealer in securities; (iii) a mutual fund; (iv) a futures commission merchant; or (v) an introducing broker in commodities. For the purposes of this form, a legal entity includes a corporation, limited liability company, or other entity that is created by a filing of a public document with a Secretary of State or similar office, a general partnership, and any similar business entity formed in the United States or a foreign country. Legal entity does not include sole proprietor- ships, unincorporated associations, or natural persons opening accounts on their own behalf. What information do I have to provide? This form requires you to provide the name, address, date of birth and Social Security number (or passport number or other similar information, in the case offoreign persons) for the following individuals (i.e., the beneficial owners): (i) Each individual, if any, who owns, directly or indirectly, 25 percent or more of the equity inter- ests of the legal entity customer (e.g., each natural person that owns 25 percent or more of the shares of a corporation); and (ii) An individual with significant respon- sibility for managing the legal entity customer (e.g., a Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, or Treasurer). The number of individuals that satisfy this definition of "beneficial owner" may vary. Under section (i), depending on the factual circumstances, up to four individuals (but as 217 few as zero) may need to be identified. Regardless of the number of individuals identified under section (i), you must provide the identifying information of one individual under section (ii). It is possible that in some circumstances the same individual might be identified under both sections (e.g.. the President of Acme, Inc. who also holds a 30% equity interest). Thus, a completed form will contain the identifying information of at least one individual (under section (ii)), and up to five individuals (i.e., one individual under section (ii) and four 25 percent equity holders under section (i)). The financial institution may also ask to see a copy of a driver's license or other identifying document for each beneficial owner listed on this form. CERTIFICATION OF BENEFICIAL OWNER(S) Persons opening an account on behalf of a legal entity roust provide the following information: a. Name and Title of Natural Person Opening Account: KENNETH KILLGORE - ADMINISTRATIVE SERVICES DIRECTOR b. Name and Address of Legal Entity for Which the Account is Being Opened: CITY OF SEBASTIAN 1225 MAIN STREET SEBASTIAN, FL 32958 c. The following information for each individual, ifany, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity listed above: Name Date of Birth Address (Residential or Business Street Address) For U.S. Persons. Social For Foreign Persons: Security Number Passport Number and Country of Issuance, or other similar iden- tification number' KENNETH KILLGORE 02/27/1948 1225 MAIN STREET, SEBASTIAN, FL 32958 264-88-7225 (If no individual meets this definition, piease write "Not Applicable.") d. The following information for one individual with significant responsibility for managing the legal entity listed above, such as: ❑ An executive officer or senior manager {e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer); or ❑ Any other individual who regularly performs similar functions. (if appropriate, an individual listed under section (c) above may also be listed in this section (d)). Name Date of Birth Address (Residential of Business Street Address) For U.S. Persons: Social For Foreign Persons: Security Number Passport Number and Country of Issuance, or other similar iden- tification number' KENNETH KILLGORE 02/27/1948 1225 MAIN STREET, SEBASTIAN, FL 32958 264-88-7225 1, KENNETH KILLGORE (nam of natural person opening account), hereby certify, to the best of my knowledge, that the information provided above is complete an o t. � . 3/05/2020 Signature: Date: v In lieu of a passport number, foreign persons may also provide an alien identification card number, or number and country of issuance of any other government - issued document evidencing nationality or residence and bearing a photograph or similar safeguard. Legal Entity Identifier (Optional) Pg6of9 %�►� MAINSTREAM Terminal Placement Agreement This is an agreement between CITY OF SEBASTIAN g (MERCHANT) and Mainstream Merchant Services Inc., (MAINSTREAM). After MERCHANT has submitted a completed Merchant Transaction Processing Agreement and received processing approval by MAINSTREAM, MAINSTREAM will place one (1) credit card terminal (TERMINAL) type indicated below into MERCHANT place of business, for the purpose of card payment processing as approved by MAINSTREAM. MERCHANT agrees the TERMINAL is the property of MAINSTREAM, is being licensed to MERCHANT, and must be returned in good working condition within thirty (30) days of the termination or expiration of the Merchant Transaction Processing Agreement with MAINSTREAM, or within thirty (30) days of the date when MERCHANT ceases using MAINSTREAM as its card payment processing service provider. If the TERMINAL is not returned within thirty (30) days as described above, MERCHANT agrees to pay MAINSTREAM $350.00 remuneration, and MERCHANT agrees to allow MAINSTREAM to draft MERCHANT bank account via an automatic ACH debit in the amount of $350.00. MERCHANT agrees to be responsible for any damage to the TERMINAL as a result of misuse, negligence, or acts of nature. MERCHANT agrees to indemnify and hold MAINSTREAM harmless from and against any and all liabilities, losses, claims, damages, disputes, offsets, or counterclaims of any kind in any way related to the use (or misuse) of the TERMINAL. This includes any damage to the TERMINAL resulting from an act of nature, fire, or theft, or from misuse or negligence by MERCHANT, its employees, agents or customers. MERCHANT is required to maintain Mainstream Assurance Overnight Equipment Replacement coverage on the TERMINAL. Mainstream Assurance Overnight Equipment Replacement covers the cost of replacing the TERMINAL at no expense to MERCHANT should the TERMINAL fail at any time, excluding for damages caused by negligence or willful acts or omissions of MERCHANT, its employees, agents or customers. MERCHANT will be liable for the full cost of the TERMINAL in the event the TERMINAL is lost, destroyed or made inoperative. The replacement cost of the TERMINAL is $350.00, which MERCHANT agrees to allow MAINSTREAM to draft from MERCHANT bank account via an automatic ACH debit. Mainstream Assurance Overnight Equipment Replacement is $6.95 per month, and must remain in effect as long as merchant is using TERMINAL with MAINSTREAM. MERCHANT may choose to send TERMINAL back to MAINSTREAM at anytime, and Mainstream Assurance will be removed from future billing. Additionally, a $30 fee plus 8% tax for a total of $32.40 is assessed to cover the cost of deployment with 2-day delivery. Other shipping methods may be available; however, those may require an additional hard cost, which must be assessed. Select Terminal Type: * Check applicable model below e I�i !Jseeeei� I - OD C700 � OOP Verifone Vx520 V/ W520 CDC 72 ft paper roll EMWPCI 3.X/NFC Ingenico iCT 220DC EMV/PC13.X/NFC Va520 DC 85 ft paper roll EMWPC13.X Dejavoo ZSCDC EMV/PCI 3.X/NFC EMV Tip Adjust PAX S80 EMV/PCI 3.X/NFC EMV Tip Adjust PAX A80 EMV/PCI 5.X/NFC By signing below, MERCHANT understands this Agreement constitutes a legal contract with MAINSTREAM. KILLGORE ADMINISTRATIVE SERVICES DI 3/05/2020 Authorized Merchant SignI=KENNETH e Print Name Title Date Pg8of9 %k� MAINSTREAM PAYMENTFORM Sales Order# Vers, 2019.1 Legal Name CITY OF SEBASTIAN Manufacturer/MakelModel QfY z Terminal Verifone VX 520 CDC - Mainstream Assurance 1 w Terminal Pin Pad Verifone VX 805 - $170.00 1 TOTAL EQUIPMENT PRICE Other $ 1 1701 00 Q Paid by ACH Equipment Price $ J :D I I Tax $ Li- z (Bank Routing #) (Checking Account Number) Applicaton Fee $ a Q Paid by Credit Card IL I �l Other $ Total Due $ (Credit Card #) (Expiration Date) Down payment paid by? Equipment Price $ Q Paid by ACH Tax $ � Application Fee $ 2 (Bank Routing #) (Checking Account Number) $ 1 p Paid by Credit Card Other Total Due $ z (Credit Card #) (Expiration Date) Down Payment $ m o a I Note: The down payment is due immediately. Remaining installment payments (up to 3) will be Net Due $ collected by ACH in 30-day increments from the date of this agreement. Certain products are # of Additional installation Payments limited to a single installation payment after the down payment installment Payment Amount $ u l 170.00 F VX 520 - Mainstream Assurance / VX 805 Pin Pad provided 6y Acct Exec -James Ryan Total Fee $ O w The Undersigned hereby authorizes Mainstream Merchant Services, Inc. to electronically draft via the Federal Automated Clearinghouse (ACH) system the amounts indicated It above and, if a plic ble, all installmeennt pa nts from the account identified by Customer herein or have the fees described above charged to signer's credit card as indicated. 1 � w��KFNNETH KILLGORE ADMINISTRATIVE SERVICES DI 3/05/2020 U) (Signature) U (Printed Name) (Title) (Date) A Pg9cf9 QIR SEBASTIAN HOME or rEucAN iSIAND CITY COUNCIL AGENDA TRANSMITTAL Council Meetina Date: February 12, 2020 Aaenda Item Title: Authorize to Enter into a Three (3) Year Agreement with Mainstream Merchant Services to provide merchant services at the City's Golf Course. Recommendation. Staff recommends that the Council AUTHORIZE the City Manager to enter into a three (3) year agreement with Mainstream Merchant Services for the Golf Course's merchant services, justified as an exemption to the Procurement process; Code of Ordinance Sec. 2-10(d)(4) as "Professional and personal service contracts." Backaround: The Procurement Division, requests Council's authorization for the City Manager to enter into a three (3) year agreement with Mainstream Merchant Services to provide the Golf Course's merchant services. This purchase is justified as an exemption to the Procurement process; Code of Ordinance Sec. 2-10(d)(4) as "Professional and personal service contracts." _ The City Golf Course is currently receiving these services from a vendor that was originally signed in March 2015. As a best practice, the Procurement Division reviewed the agreement and 6 months' worth of statements to determine if the City was receiving the best value. For market research, statements were sent to ten (10) merchant service industry competitors requesting a quote/proposal based on the Golf Course's volume. It was requested that each respondent provide proposed rates and any associating fees for terminals, PCI compliance, etc., as well as any suggested altemative approaches that would be in the best interest of the City. Four (4) quotes were received. Mainstream Merchant Services (MS) is local to Indian River County and provides the best amount of savings to the City. Mainstream MS offers a guaranteed discount rate verses the current fluctuating discount rate that we are currently experiencing. Terminal(s) will be provided free of charge along with transparent monthly statements. If Aaenda Item Rryalres Ettgp�t iture of Funds: Amount Budgeted in current FY 0.000 Fund to Be Utilized for Appropriation: Golf Course / Administrative Services Department R view: City Manager Authorization: G� Date: /75/.,L X,2 Attachments: 1. Mainstream Proposal w/ Service Guarantee 2. Mainstream Merchant Services Application & Terms and Conditions We offer cutting -edge products and services - mobile payments, EMV-ready terminals, gift cards and tablet -based point -of -sale solutions to name a few and we're always expanding our product lines to bring your business exceptional value at the savings you deserve. Talk to us to learn how you can benefit from a turnkey payments program that is competitively priced as compared to what you're paying today. • Mobilelrablet Payments • !Pad -based Point of Sale • EMV Terminals • Cash Advance • Boutique -Style Service • 24/7 Technical Support 24/7 Online Reporting • Custom Gift Cards • Transparent Pricing Ready to Learn More? Let's talk today! James Ryan MAINSTREAM (772) 783-5418 MAINSTREAM Discount Analysis for: City of Sebastian Thank you for the opportunity to present our processing solutions for your business. As one of the most comprehensive providers in the payments Industry, Mainstream is committed to providing you first-class service. Our experience in the payments industry allows us to recognize that to be most effective, we must consult and find solutions that will help minimize costs without adversely impacting the customer's experience. Our goal is to actively partner with you to succeed and to build a long-term business partnership with you. We are confident you will find MainStream's pricing extremely competitive; however, please consider our other services concerning your merchant processing decision. Here Is an overview of the proposal Sales Volume Previous Overall Rate Mainstream Overall Rate $103,120.25 I 2.40% I 2.26% Monthly Savings Annual Savings 3Year Savings $141.22 $1,694.70 $5,094.10 About Mainstream Mainstream Merchant Services is a leading provider of merchant payment processing solutions. Our customers represent a diverse array of organizations in the restaurant, retail, lodging, petroleum and other Industries, all with unique credit card processing needs. Our mission is simple: to provide our customers with the best merchant payment processing products and services available to grow their revenue and meet their business goals, at the most competitive rates. The MainStream Advantage At MainStream, we understand our customers want a partner who can handle all of their payment processing needs, allowing them to stay focused on running their business. That's why we offer products and solutions that were developed with your business in mind. Mainstream services a variety of business types, from small and medium sized merchants to nationwide outlets. Whether your business is a small retail shop or has multiple locations, our experienced sales team can help you determine the best solutions for your business. At the same time our customer support team is trained to help you overcome complex business problems with proven solutlons. A few of the many advantages of becoming a Mainstream customer include: • Experienced local sales reps • Next Day Funding • Easy to read statements • Easy to understand online reporting • 24/7 customer service and technical support • Security and PCI compliance Local Account Executives Mainstream provides local representation In small and large communities across the U.S. Our local Account Executives are well trained to help make your transition and experience with Mainstream First Class. Your local Account Executive is Just a phone call away. %k� MAINSTREAM Next Day Funding MainStream understands the importance of having access to your funds quickly. That's why MainStream offers Next Day Funding. With MainStream's Next Day Funding program you will not have to wait the typical 2-3 business days to access your credit card deposits. Your funds can be available at your bank the next business dayl Easy to read Statements Understanding your processing statement is key to creating a strong partnership with your payment processor. Our easy to read statements make reconciling your transactions easy. We deliver accurate transaction data, including colored visual graphs, in an easy to read statement format. you can feel confident that you understand the bottom line. Easy to Understand Online Reporting Access your account information 24 hours a day. MainStream provides all the online tools you need to help streamline your processing experience. Need to view Statements, or verify a day's batch? Transaction data is quickly posted to provide you confidential and secure access to current account activity 24 hours a dayl When you become a MainStream customer you are automatically enrolled in our online reporting suite, `Transaction Summary". MainStream Assurance A fully -functioning point of sale device is imperative to running your business. That's why we've developed the MainStream Assurance program, an equipment replacement program that enables you to receive a new POS device overnight, no questions asked, should your current unit become Inoperable. MainStream Assurance also Includes unlimited paper supplies to keep your point of sale devices running 247. Security and PCI Compliance All merchants accepting credit/debit cards for payment are required to become compliant with the Payment Card Industry Data Security Standards (PC] DSSj. MainStream provides all of our merchants with access to a cost effective and comprehensive PCI tool. Increase Brand Recognition Through Gift Cards For merchants who are looking for a great way to connect to customers while expanding their reach in the marketplace, MainStream's gift program is the ideal solution. MainStream's customized gift card strategies can help extend your brand and give your customers the best reason to buy from you. MainStream's custom gift card program offers merchants a wide array of options and features such as: Balance inquires, Online transaction reporting, Multi -store solutions, Marketing materials. Thank you again for considering MainStream to be your partner In the support and Implementation of your payment -processing program. Should you have any questions about our service, support or pricing proposal, please do not hesitate to contact me. I look forward to a long and successful partnership. Best Regards, James Ryan MainStream Merchant Services Inc. I www.MainStreamMS.com Corporate: (866)674-1020 Direct: (772)783-5418 Fax: (866)933-3608 james.ryan@mainstreamms.com %\� MAINSTREAM MainStream Service Guarantee At MainStream, customer satisfaction is our passion. We are so certain your new processing services with us will exceed your expectations, that if you are not 100% satisfied with your service for any reason within the first 90 days of beginning card processing, MainStream will unconditionally allow you to cancel your service agreement without any early termination fees, delays, or penalties. With MainStream as your partner in payment processing, you can rest assured customer satisfaction, great service, and competitive pricing will remain our #1 priority. Sincerely, MainStream Merchant Services, Inc. (800) 985-0087: Sales & Service (678) 578-8090: Office (678)578-8097: Fax csresponseteam@mainstreamms.com www.mainstreamms.com Kenneth Killgore From: Ann -Marie Fraser Sent: Wednesday, January 29, 2020 224 PM To: Kenneth Killgore Subject: FW: City of Sebastian - Mainstream Merchant Services - PROPOSAL From: iames.rvan(olmainstreamms.com fmailto:iames.rvan(u)mainstreamms.coml Sent: Tuesday, January 28, 2020 6:00 PM To: Ann -Marie Fraser Subject: Re: City of Sebastian - Mainstream Merchant Services - PROPOSAL CAUTION: This email originated from outside your organization. Exercise caution when opening attachments or clicking links, especially from unknown senders. Ms Fraser, With the Standard Cost -Plus program, we have four "static" monthly charges; Note: NONE of these are considered "profit' centers. They are all "pass -through" fees. 1. Statement Fee $5.00 2. PCI Compliance Fee $6.95 3. Regulatory Fee $3.95 4. Mainstream Assurance $6.95 The Statement Fee is the amount we are charged by VISA/MC/AMEX/DISC for the billing information. We have to purchase that from them. The PCI Compliance Fee is exactly that. It relates to the security of the processing, and addresses breeches that could occur within your system. The Regulatory Fee is simply taxes. The Mainstream Assurance Program Fee is the free equipment replacement program you mentioned. We provide all hardware free of charge, and it is then protected, should a failure occur, with free overnight shipping of a new replacement terminal. It should be noted that I will be personally purchasing (out of pocket) an additional piece of hardware for you that will help to further reduce your processing rate. It will also be covered by the replacement program. To address your question further, each of these fees were factored -in to the submitted proposal. They are not additional, or mark-up fees. The rate I am projecting is the final inclusive rate. I feel I need to mention one critical thing: In this industry, it is easy for a merchant services company to hide these types of fees. In fact, we could simply absorb them (on the surface) and bury them in the rate mark-up. But for us to do this would be deceptive, and violate our standards of ethics and transparency. We believe you have the right to know what you are being charged, and for us to be willing and able to fully explain anything you don't understand. In addition, in full disclosure, there are additional variable fees that are charged by VISA/MC/AMEX/DISC (ex. AMEX Network Fee, NAPF INTL Debit Auth, Visa FANF Fee, MC Acquirers Licence Fee 1, etc.) that may (or may not) show up on your statement, depending upon your customers card types and spending patterns. Again, these are pass -through fees that we have no control of. They are charged by VISA/MC/AMEX/DISC to all merchant services companies, and should always appear on your statement (as they do with your current processor). They are also included in my proposal and the projected monthly savings. This comes to the heart of my point... Anyone promising you All -Inclusive billing or fee structures (which many companies do), are doing so specifically to hide the fees thev are charyjnq. If you don't know what you're being charged, then you won't even know what questions to ask; which is EXACTLY what thev want. and precisely the type of deceptive practices I'm trying to lead you away from. Because of this. and as I've stated multiple times (I'm sure vour're oettina tired of hearino it), this relationship we are buildina is entirely about trust. This is one of the important things about doing business with Mainstream and myself that I am hoping you can effectively convey to the City Council (when you present my proposal). One question: Who precisely will be signing the merchant application itself? Will this be you, or the city manager, or someone else? I would need that info in advance to complete the application. Also, as a part of the application, the Federally required FINCIN form requires a specific individual (usually the City Manager or similar) as the responsible for the account. This requires that person's Social Security Number and DOB to be listed on the form (primarily for identification purposes). As I said, the completion of the document is federally required. Once I get that info from you, I can get the application completed and sent to you to present. Can I ask a question? Are you presenting any other "bids" for this alongside mine? If so, who are they, and can I ask what they are proposing and how they are proposing it? I will be on the road to Pompano Beach tomorrow to meet with a couple clients down, but please feel free to call me should you have any additional questions. Thanks again! James Terms and Conditions Processing Terms and Conditions Funds Transfer Instructions Card Brand Rules ATM/Debit Network Rules TMS Discover Agreement American Express OptBlues Program Agreement Provided by %kk MAINSTREAM First National Bank of Omaha 800,853.9586 Member Bank for Visa, Inc. and MasterCard International, Inc. Coagght0 M15 TSYe WmMM SchAc . LLC, OmaM Nemsm Al rgh6 Ms W. 201500 Mainstream Merchant Services, Inc. Merchant TBCs Page 1 of 21 CONFIDENTIAL CONDITIONS This Merchant Transaction Processing Agreement (together with its addenda, attachments, and schedules shall be hereinafter known as the "AGREEMENT'), is by and among the parties in the Merchant Application (the'PARTIES"). The AGREEMENT shall become effective as set out In the signature block of the Merchant Application. A. WHEREAS, BANK is a Member of VISA, Inc. ("VISA') and MasterCard International, Inc. ('MASTERCARD'), and provides transaction processing and other services and products ('SERVICES') in relation to financial service cards issued by VISA, MASTERCARD, and other financial service card organizations, Including ATM/Debit networks (together herein known as 'CARD(S)"); VISA, MASTERCARD, ATM/Debit Networks, and the other financial service card organizations shall be collectively known as "CARD BRANDS'; B. WHEREAS, MERCHANT, in furtherance of its business operations, wishes to accept CARDS and have BANK process the resulting transactions ('SALES") pursuant to the terms and conditions set out below. For purposes of this AGREEMENT, ATM/Debit transactions shall mean those transactions processed on an ATM/Debit network ('NETWORK(S)") in an on-line real time environment requiring the entry of a personal identification number ('PIN'); C. WHEREAS, MERCHANT may desire to be sponsored as a participant in certain NETWORKS, under the terms of the rules and regulations of each such NETWORK; D. WHEREAS, CARD BRANDS and BANK each have adopted rules and regulations relating to all aspects of SALES and SERVICES. Such rules and regulations, as amended from time to time, are incorporated herein by this reference and shall be referred to as the 'RULES': and E. WHEREAS, MERCHANT understands that this is an agreement for transaction processing and that the DISCOUNT (as defined herein) for the SERVICES is calculated based on certain factors, including without limitation, the term of this AGREEMENT, the number of transactions processed, the business type, the type of goods and/or services sold, and the method of processing. F. WHEREAS, BANK has assigned and/or delegated some of its rights and obligations under this AGREEMENT to TSYS Merchant Solutions, LLC ('TMS'); provided however that It Is able to do so by the CARD BRANDS, NETWORKS, RULES, and any applicable law. To the extent that BANK has assigned and/or delegated rights and/or obligations to TMS under any particular provision of this AGREEMENT, references to BANK in such provisions shall include TMS.; G. WHEREAS, all applicable ADDENDA are attached hereto and are made a pan of this AGREEMENT. NOW, THEREFORE, in consideration of the mutual promises made herein and other valuable consideration, receipt and sufficiency of which are hereby acknowledged, the PARTIES do hereby agree as follows: 1. GENERAL: 1.1 As a result of MERCHANT submitting SALES for processing to BANK, BANK will process such SALES and credit or debit MERCHANTS DESIGNATED ACCOUNT (as defined herein) with the resulting financial proceeds of such SALES, provided, however, that no payment for SALES will take place unless and until BANK has received payment for such SALES from the CARD BRANDS. In addition, when a disputed transaction ('CHARGEBACK") occurs, MERCHANT agrees to provide all requested information to BANK and BANK agrees to forward such information to the CARD BRANDS in accordance with the RULES and the CARD BRANDS' dispute resolution guidelines. BANK is not responsible for the outcome of any CHARGEBACK. 1.2 The CARDS designated herein will be processed under the terms and conditions of the AGREEMENT as long as BANK is contractually permitted to offer such SERVICES by the respective CARD BRANDS. 1.3 On an exclusive basis, MERCHANT agrees to submit all SALES for processing from CARDS accepted in MERCHANTs business as described in the Merchant Application to BANK in accordance with the RULES and pursuant to the terms of this AGREEMENT. 1.4 MERCHANT and BANK agree to abide by the RULES, a summary of which is attached hereto as the CARD BRAND RULES and the ATM/DEBIT NETWORK RULES. The attached summaries are incorporated into the collective definition of the RULES. BANK and CARD BRANDS may from time to time amend the RULES or operating procedures related to SALES and SERVICES. MERCHANT has been supplied with a summary of the RULES and by signing AGREEMENT, acknowledges that it has reviewed them. MERCHANT agrees to comply with all applicable state. federal and local laws, rules and regulations ('LAWS'). MERCHANT agrees to assist BANK in complying in a complete and timely manner with all LAWS and RULES now or hereafter applicable to any SALE or this AGREEMENT. MERCHANT will execute and deliver to BANK all such instruments that BANK may from time to time deem necessary. It is MERCHANTS responsibility to know all applicable LAWS and the RULES that apply to MERCHANTs acceptance of CARDS and to ensure that MERCHANTs equipment complies with all LAWS and RULES. MERCHANT agrees to indemnify, defend, and hold BANK harmless from and against any loss, cost or damage (including reasonable legal fees and court costs) incurred as a result of MERCHANT's failure to comply with applicable LAWS or RULES. 1.5 MERCHANT agrees that i1 will not use for its own purposes, will not disclose to any third party, and will retain In strictest confidence all information and data belonging to or releling to the business of BANK, including but not limited to the terms of this AGREEMENT, and will safeguard such information and data by using a reasonable degree of care but in no event less than the same degree of care that MERCHANT uses to protect its own confidential information. 201504 Mainstream Merchant Services, Inc. Merchant TBCs Page 2 of 21 CONFIDENTIAL 1.6 Security Standards. A. MERCHANT agrees it will not disclose to any third party any cardholder account information or other personal information except to their agent assisting In completing a card transaction, or as required by LAWS or RULES. MERCHANT must not request or use cardholder account number information for any purpose that MERCHANT knows or should have known to be fraudulent or in violation of the RULES, or for any purpose that the cardholder did not authorize, except to MERCHANT's agent assisting in completing a card transaction, or as required by law. MERCHANT must keep all systems and media containing account, cardholder or transaction Information (physical or electronic, including but not limited to account numbers, card imprints, and terminal identification numbers) in a secure manner, to prevent access by or disclosure to anyone other than MERCHANT's authorized personnel. MERCHANT must destroy, in a manner that will render the data unreadable, all such media that MERCHANT no longer deems necessary or appropriate to store (except for Sales Drafts maintained in accordance with this AGREEMENT, LAWS or RULES). Further, MERCHANT must take all steps reasonably necessary to ensure cardholder information is not disclosed or otherwise misused. MERCHANT may not retain or store magnetic stripe, CVV2 or CVC2 data after authorization. MERCHANT must not store, and must ensure that all of MERCHANT's third party providers that have access to cardholder data do not store, magnetic stripe, CVV2 or CVC2 date after a transaction. B. If MERCHANT uses any third parties who will have access to cardholder data ('Merchant Providers)"), or any third party payment applications) or software, MERCHANT must notify BANK of the identity of the Merchant Provider(s) and/or the name and version of the payment application(s)or software. In addition, MERCHANT must: (1) only allow the Merchant Providers access to the cardholder data for purposes that are authorized by the RULES, (2) have proper security measures in place for the protection of cardholder data, (3) ensure that Merchant Providers have proper security measures in place for the protection of cardholder data, (4) comply with and assure that Merchant Providers comply with the Payment Card Industry ('PCI') Data Security Standard, as amended from time to time, which may be referred to as the Visa Cardholder Information Security Program CCISP') (found at www.visa.coml and the MasterCard Site Data Protection Program ('SDP') (found at. arastercard com) and (5) have written agreements with Merchant Providers requiring the compliance set forth herein. MERCHANT will immediately notify BANK of any suspected or confrm al loss or theft of any transaction information, including any loss or theft from a Merchant Provider. MERCHANT is responsible for demonstrating MERCHANTs and Merchant Providers' compliance with the CISP, SDP, DISC, DSOP, and PCI progrems, and providing reasonable access to MERCHANTs locations and ensuring Merchant Providers provide reasonable access to their locations to verify MERCHANTS and Merchant Providers' ability to prevent future security violations. Any fees, fines or penalties resulting from non-compliance will be passed through to MERCHANT. MERCHANT agrees to Indemnify BANK and the CARD BRANDS against all costs, expenses, damages and/or losses resulting from any breach of security, or loss or theft of information. C. In addition, in the event of a suspected or confirmed loss or theft of information, MERCHANT agrees, at MERCHANTS cast. to provide all information requested by BANK, a CARD BRAND, other financial institutions, or local, stale or federal officials in connection with such event and to cooperate in any ensuing investigation. Any Information provided in response to such investigation will (as between MERCHANT and BANK) be considered BANK's confidential information. MERCHANT agrees that BANK may release to the CARD BRANDS, other financial institutions and/or regulatory, local, state or federal officials, any information MERCHANT provides to BANK in connection with a suspected or confirmed loss or theft of transaction Information. The requirements of this provision apply to cardholder data regardless of the medium In which the information is contained and regardless of whether MERCHANT processes transactions via Internet. mail, phone, face-to-face or any other method. Additional information regarding data security may be found at the CARD BRANDS' websites. 1.7 Submission by MERCHANT of SALES or participation in SERVICES at any time after seven (7) days from the date of distribution of or publication by the CARD BRANDS of amended RULES to MERCHANT shall be evidence that MERCHANT was provided with and/or received access to the amended RULES and has agreed to abide by them. 1.8 K MERCHANT is a healthcare provide or other entity covered by the Health Insurance Portability and Accountability Act of 1996, as amended, and the supporting regulations under 45 C.F.R. Part 160 and 164, as amended, MERCHANT agrees it will not provide BANK with Protected %Healthcare Information (as defined in such act). EDU 2.1 MER(;HAN I' agrreesllha�Pl vn�(I corn y with all Card Acceptance Procedures in the RULES for each SALE, including, but not limited to the following: A. MERCHANT agrees that it will obtain and record a valid positive authorization for all SALES in accordance with the RULES before submitting them to BANK for processing; B. MERCHANT must be able to prove, by evidence of a terminal capture of the magnetic stripe or a signed SALES DRAFT (as defined in the RULES) showing imprint of the CARD, that the CARD was present at the time of SALE, unless specifically set up for Card Not Present transactions; and C. Failure to read the magnetic stripe on the card may result in a DISCOUNT rate tier downgrade or a CHARGEBACK. 2.2 BANK and/or third party banks with which BANK has a relationship are members of certain NETWORKS and are willing to sponsor MERCHANT as a participant in such NETWORKS ('SPONSOR') as set forth in the Merchant Application. Additional NETWORKS may be available from time to time. BANK does not warrant the continuing availability of any NETWORK. MERCHANT agrees to pay BANK the then current FEES for any NETWORK added or deleted after the effective date of this AGREEMENT. MERCHANT hereby delegates to BANK the authority to decide to which NETWORK a given debit transaction will be routed. 2.3 MERCHANT agrees to accept valid CARDS of each of the selected NETWORKS and any minimums, maximums or surcharges Imposed by MERCHANT will be in accordance with the NETWORKS. RULES and LAWS. MERCHANT agrees to comply with Federal Regulation E and the miss, procedures, fees, assessments, penalties, and other obligations of each NETWORK, as from time to time are in effect. 2.4 BANK may provide MERCHANT access through MERCHANTS terminals to the NETWORKS as set forth herein. 201504 Mainstream Merchant services, Inc. Merchant TSCs Page 3 of 21 CONFIDENTIAL 2.5 MERCHANT must Batch Out each POS terminal every day. Failure to Batch Out daily will delay the deposit of funds. 'Batch Out' is the process by which MERCHANT totals and settles all transactions, on each POS terminal, which occurred before midnight (12:00 a.m.) and transmits the information to BANK. In all cases, MERCHANT must present the record within three (3) business days after the transaction date, unless otherwise permitted by the RULES. Transactions contained In an untimely Batch Out may incur higher rates, be refused, be held for a one hundred eighty (180) day period, or become subject to a CHARGEBACK. MERCHANT is responsible for resubmitting a Balch Out or a sales ticket K the POS terminal fails to properly Batch Out or If sales ticket data does not process through the normal payment cycle. BANK is not liable to MERCHANT for higher rates or for amounts BANK did not collect, including but not limited to amounts collected by third party service providers. 3. PAYMENT OF SUMS DUE: 3.1 MERCHANT agrees to pay BANK the fees as set forth in the Merchant Application and all other sums owed to BANK for SALES and SERVICES as set forth in this AGREEMENT as amended from time to time ('FEES'). FEES include but are not limited to all CHARGEBACKS. MERCHANT agrees that it is jointly and severally liable for all FEES, charges, and other sums owed to BANK by any affiliated entities of MERCHANT. 3.2 As set out In the Merchant Application and the Rate Descriptions, discount ('DISCOUNT) Is a FEE charged as a percentage of gross SALES submitted by MERCHANT, which generally Includes'Processing; 'Authorizations; 'Assessments; and 'Interchange.' Assessments and Interchange are the standard fees that the CARD BRANDS charge for the clearing of SALES transactions and are subject to change by the CARD BRANDS. BANK has no direct control over these fees. Any adjustment in Interchange and Assessments by the CARD BRANDS may result in an adjustment to MERCHANTS DISCOUNT. BANKwill notify MERCHANT in writing of any change in FEES caused by action of CARD BRANDS prior to any such change becoming effective. If permitted by the CARD BRANDS, notice to MERCHANT of any change in FEES mused by CARD BRANDS may be less than thirty (30) days. 3.3 DISCOUNT is quoted by BANK based on the information supplied by MERCHANT as set forth in the Merchant Application. MERCHANT agrees that the FEES are based on the term of this AGREEMENT, the method of processing, and the information set forth in the Merchant Application. MERCHANT agrees that such information is a material fact in the calculation of the DISCOUNT and other FEES. MERCHANT agrees that If such information is shown to be incorrect or if such information charges, BANK may amend FEES on less than thirty (30) days notice as set out herein and/or add FEES on less than thirty (30) days notice to reflect such change, unless prohibited by the CARD BRANDS. MERCHANT agrees to pay such amended and/or additional FEES. 3.4 MERCHANT agrees that FEES not listed in the AGREEMENT will be charged at BANKS current rate. 3.5 The FEES may be amended by BANK on thirty (30) days written notice to MERCHANT unless provided otherwise herein. 3.6 MERCHANT agrees to pay BANK for CHARGEBACKS related to SALES or SERVICES. MERCHANT understands that BANK is In noway financially responsible for CHARGEBACKS. Failure to comply with the RULES will increase MERCHANT's exposure to CHARGEBACKS. MERCHANTs obligation to pay CHARGEBACKS shall survive the termination or expiration of AGREEMENT. 3.7 If the CARD BRANDS or a regulatory body governing BANK should levy a fine or penalty or assess a charge to BANK as a result of MERCHANT's SALES or SERVICES or CHARGEBACK activity, MERCHANT agrees to pay such fines, penalties, or charges, and any administrative fees associated with same. 3.8 MERCHANT shall establish a designated account at the insfitutton of Its choice ('DESIGNATED ACCOUNT) for the credit and debit of sums between the PARTIES. MERCHANT, pursuant to the Funds Transfer Instructions set out herein, authorizes BANK to make deposits and withdrawals from the DESIGNATED ACCOUNT. MERCHANT hereby grants to BANK a security interest and lien upon the DESIGNATED ACCOUNT to secure all of MERCHANTS (or any related entity under MERCHANTS control) obligations to BANK under this AGREEMENT. If required by BANK. MERCHANT agrees to cooperate with BANK and the depositary bank maintaining the DESIGNATED ACCOUNT to cause a Control Agreement to be executed with respect to the DESIGNATED ACCOUNT. MERCHANT agrees to maintain a balance in the DESIGNATED ACCOUNT in an amount specified by BANK and MERCHANT agrees to deposit funds into the DESIGNATED ACCOUNT so that the minimum balance required by BANK is maintained. If this AGREEMENT is terminated for any reason, the DESIGNATED ACCOUNT shall be maintained for a period of one hundred eighty (180) days, plus the period of any warranty or guarantee on goods and/or services sold by MERCHANT and processed as SALES, from the date of the last SALE processed by MERCHANT under AGREEMENT. BANK may recoup and debit from the DESIGNATED ACCOUNT all non -VISA and non-MASTERCARD related FEES and other obligations due to BANK under this AGREEMENT or any other agreement MERCHANT or MERCHANT's related entities have With BANK without prior notice to MERCHANT. BANK may recoup and debit from the DESIGNATED ACCOUNT all FEES and other obligations due to BANK under this AGREEMENT or any other agreement MERCHANT or MERCHANTS related entities have with BANK without prior notice to MERCHANT. After all obligations of MERCHANT under this AGREEMENT are satisfied in full, the balance in the DESIGNATED ACCOUNT, If any, shell be paid to MERCHANT. MERCHANT agrees to indemnify and hold harmless all financial institutions from any loss or claim Incurred for acting on Instructions from BANK with respect to the DESIGNATED ACCOUNT. MERCHANT agrees not to pledge or assign the DESIGNATED ACCOUNT, any proceeds of it or any other amounts due BANK under this AGREEMENT to any person or entity and MERCHANT shall continually maintain the DESIGNATED ACCOUNT free from all liens and encumbrances. In the event a RESERVE ACCOUNT, as defined below, is established. MERCHANT authorizes BANK to make withdrawals fmm the DESIGNATED ACCOUNT to replenish the RESERVE ACCOUNT as necessary. 3.9 MERCHANT agrees to provide BANK with a deposit in the amount of money required by BANK ('RESERVE ACCOUNT), if determined necessary by BANK: (i) at the time this AGREEMENT is executed; (ii) d in the opinion of BANK, information received or discovered about MERCHANT reflects an adverse change in status; (iii) in the event that any infornation requested by BANK is not received; (iv) upon the notice of termination or expiration of the AGREEMENT; or (v) at any time during the term of this AGREEMENT. BANK may withhold the payment for SALES in an amount reasonably determined by BANK as necessary to secure payment by MERCHANT of all FEES and other obligations under this AGREEMENT and the amounts so withheld shall be deposited into the RESERVE ACCOUNT. If there is not enough money retained to cover the anticipated FEES. BANK may require MERCHANT to remit additional funds. The RESERVE ACCOUNT shall be maintained in a bank account with BANK in 201504 Mainstream Merchant Services, Inc. Merchant TBCs Page 4 of 21 CONFIDENTIAL the name of BANK and under the sole control of BANK, and MERCHANT grants to BANK a security interest and lien upon the RESERVE ACCOUNT to secure all of MERCHANT'S obligations to BANK under this AGREEMENT. If this AGREEMENT is terminated for any reason, the RESERVE ACCOUNT shall be maintained for a period of one hundred eighty (180) days, plus the period of any warranty or guarantee on goods and/or services sold by MERCHANT and processed as SALES, from the date of the last SALE processed by MERCHANT under AGREEMENT, or for such longer period if determined necessary by BANK in their reasonable discretion to protect BANK from future risk of loss. BANK may recoup and debit from the RESERVE ACCOUNT all FEES and other obligations due to BANK under this AGREEMENT without prior notice to MERCHANT. Afterall obligations of MERCHANT under this AGREEMENT are satisfied in full, the balance in the RESERVE ACCOUNT, if any, shall be paid to MERCHANT. 3.10 BANK agrees to pay MERCHANT for SALES less FEES owed to BANK by MERCHANT. BANK shall recoup and deduct FEES from incoming transactions or recoup and debit the same from MERCHANT's DESIGNATED ACCOUNT or the RESERVE ACCOUNT. MERCHANT agrees that BANK has the right to deduct these FEES at any time including on a daily basis if necessary. BANK is not obligated to pay MERCHANT or credit the DESIGNATED ACCOUNT for any SALES transmitted or delivered to BANK after MERCHANT becomes insolvent, ceases to do business, or dissolves. 3.11 BANK has the right of recoupment and setoff. This means that BANK may recoup and offset any outstanding or uncollected amounts owed to BANK under this AGREEMENT from: (i) any amounts BANK would otherwise be obligated to deposit into the DESIGNATED ACCOUNT, and (Ip any other amounts BANK may awe MERCHANT under this AGREEMENT or any other agreement. 3.12 If MERCHANT does not pay any sums due within thirty (30) days from date of notice, BANK will charge, and MERCHANT agrees to pay, a late fee of one and one-half percent (1.5%) per month on the balance outstanding or the highest amount allowed by law. 3.13 If MERCHANT breaches AGREEMENT or if BANK identifies suspicious or irregular activity related to SALES or SERVICES, BANK may refuse to process SALES or to provide SERVICES and/or may hold funds pending the cure of such breach or resolution of such activity. 3.14 If BANK takes any action against MERCHANT to collect any FEES or monies due to BANK from MERCHANT, MERCHANT agrees to pay all costs of collection, Including but not limited to, attorney fees, to the extent allowed by law. 3.15 If MERCHANT is a participant in a BANK third party program including, but not limited to, Agent Bank and/or CARD BRAND programs, and MERCHANT subsequently leaves such third party, BANK may amend the FEES or terminate the AGREEMENT. 4. TERM OF AGREEMENT: 4.1 The initial term of this AGREEMENT shall be for three (3) years ('INITIAL TERM') commencing on the date this AGREEMENT is approved by BANK or approved and uploaded by BANK's Risk Department. 4.2 At the expiration of the INITIAL TERM, this AGREEMENT will automatically renew for successive two (2) year periods ('RENEWAL TERM") unless terminated as set out below. S. TERMINATION OF AGREEMENT: 5.1 This AGREEMENT may be terminated by BANK at any time effective upon thirty (30) days written notice. 5.2 MERCHANT may terminate this AGREEMENT as follows: A. upon BANKS default of any material obligation to MERCHANT thereunder and the failure of BANK to cure such default within thirty (30) days after written notice of such default; B. upon written notice of non -renewal at least thirty (30) days priorto the commencement of any RENEWAL TERM; or C. on thirty (30) days notice of termination accompanied by payment ofthe ACCOUNT CLOSURE FEE. 5.3 In order to protect the CARD BRANDS and BANK, BANK may terminate this AGREEMENT effective immediately for any of the following reasons: A. insolvency, receivership, voluntary or involuntary bankruptcy, assignment of any of MERCHANTS assets for the benefit of MERCHANT's property creditors, or if any part of MERCHANT's property is or becomes subject to any levy, seizure, assignment or sale for or by any creditor or governmental agency without being released within thirty (30) days thereafter; B. ff MERCHANT fails to pay any FEES when due; C. if MERCHANT has misrepresented or omitted any material information provided to BANK; D. ff MERCHANT is in breach of the AGREEMENT or the RULES; E. if MERCHANT, after BANK's request, fails to send copies of SALES DRAFTS to BANK; F. if MERCHANT submits for processing SALES that were not originated as a result of a direct SALE transaction between a cerdholder and MERCHANT in the normal course of business ('LAUNDERING-); G. 0 the number of CHARGEBACKS experienced by MERCHANT in any one (1) month exceeds one percent (1%) of the number of SALES In that or any prior month; H. in the event of a material change of MERCHANTS business as described in the Merchant Application ('BUSINESS")'. I. in the event the CARD BRANDS identify MERCHANT, its principal, or associated parties under any program designed to monitor merchants, or MERCHANT creates circumstances that cause harm or loss of goodwill to BANK or the VISA system; J. if MERCHANT is inactive for ninety (90) days and is not a seasonal MERCHANT; or K. in the event that Guarantor (if designated) gives notice of its intention to withdraw the Guaranty. 5.4 Effect of Termination of the AGREEMENT: A. In the event that this AGREEMENT is terminated by BANK for cause, BANK may be required to report the name and address of MERCHANT and MERCHANTS principals to the CARD BRANDS for inclusion on the Terminated Merchant File and In other programs that monitor merchants. In the event that this AGREEMENT is terminated for cause and MERCHANT is obligated to BANK for sums due and the principals of MERCHANT are liable for such debts, a negative credit report may be submitted to a credit-reporting agency. 201504 Mainstream Merchant Services, Inc. Merchant TBCs Page 5 of 21 CONFIDENTIAL B. MERCHANT hereby releases, Indemnities and holds BANK and the CARD BRANDS harmless to the fullest extent permitted by applicable law for any loss or damage It may incur as a result of reporting MERCHANT or is principals to a credit reporting agency hereunder or as a consequence of MERCHANT or is principals being placed by BANK or is Agents on the CARD BRANDS' merchant mondorig lists. B. BANKRUPTCY: 6.1 In the event of a bankruptcy filing by MERCHANT, BANK reserves the right to suspend or discontinue processing SALES or providing SERVICES. Upon filing voluntary or involuntary bankruptcy proceedings by or against MERCHANT, MERCHANT must notify BANK in writing within five (5) days. Notification must be sent by certified mail to BANK at the address for NOTICES set out herein. 6.2 Credits to MERCHANTs DESIGNATED ACCOUNT and other payments to MERCHANT are provisional. The PARTIES acknowledge the AGREEMENT is an agreement whereby BANK is extending financial accommodations to MERCHANT within he meaning of 11 U.S.C.§ 365(c)(2) of the Bankruptcy Code as amended from time to time, The right of MERCHANT to receive any amounts due or to become due from BANK is expressly subject and subordinate to the CHARGEBACKS, recoupment, setoff, lien, and security interest rights of BANK under this AGREEMENT without regard to whether such CHARGEBACKS, recoupment, setoff, lien, and/or security interest rights are being applied to claims that are liquidated, unliquidated, fixed, contingent, matured, or unmatturedd. 7INFORMATION DOCU 7.1 MERCHANT agre s fo comply l al( requests for Information and documentation regarding SALES and the CARDS utilized In processing such SALES or SERVICES under AGREEMENT within the time period stated by BANK in Its request. 7.2 USA PATRIOT ACT REQUIREMENTS. To help the government fight the funding of terrorism and money laundering activifies, he USA PATRIOT Act requires all financial institutions to obtain, verify, and record information that Identifies each person (including business entitles) who opens an account. What this means: When MERCHANT opens an account, BANK will ask for he applicant's name, physical address, date of birth, taxpayer identification number, and other information that will allow BANK to identify the applicant. BANK may also ask to see he applicant's drivers license or other identifying documents. BANK will advise MERCHANT if additional information is required. 7.3 Upon BANK's request, MERCHANT shall provide BANK with current financial statements in a format acceptable to BANK 7A MERCHANT, Its signing officer/owner/partner/principal, and any Personal Guarantor authorize BANK, or its agents or assigns, to make, from lime to lime, any business and personal credit and other inquiries BANK considers necessary to review the acceptance and continuation of this AGREEMENT. MERCHANT authorizes parties contacted by BANK or any of Its affiliates, in relation to this AGREEMENT, to release he credit information requested by BANK or any affiliate. By executing this AGREEMENT, MERCHANT, its signing oRcedowner/partner/principal and any Personal Guarantor acknowledge that BANK has a legitimate business need for the information contained in any personal credit report that may be obtained in connection with this AGREEMENT, and that this AGREEMENT is a business transaction that was initiated by the MERCHANT and/or any Personal Guarantor identified in the Merchant Application. 7.5 MERCHANT is supplied with monthly reports by BANK regarding MERCHANTS SALES or SERVICES activity. It is MERCHANTs sole responsibility to report any error or discrepancies detected by MERCHANT in writing to BANK within ninety (90) days following the antl of the monthly reporting period. After such pence. MERCHANT will be deemed to have accepted the monthly reports as delivered. 7.6 MERCHANT will notify BANK Immediately of any change In ownership, corporate or "d/b/a' name, locator, address, or the information contained on MERCHANT's imprinter plates. 7.7 If MERCHANT participates in any BANK third party program, MERCHANT agrees that BANK may report information as required to such third party. 7.8 MERCHANT is solely responsible for maintaining complete backup records of all information relating to its customers' orders, inquiries, ppluurrchases, SALES and any other customer information in accordance with this AGREEMENT, LAWS, and RULES. 8.1 MERCHANT greEes lhY1 � ( ut materially change its BUSINESS or the method in which it markets or sells the goods and services of BUSINESS without informing BANK in advance of such change. BANK will only process SALES from the BUSINESS as defined in the AGREEMENT. 8.2 If actual monthly SALES volume substantially exceeds the projected annual SALES volume as provided in the Merchant Application and pro -rated to one month. BANK may, at its option, do one or more of the following: (i) refuse to process SALES in excess of such sum; (it) process such SALES and retain the proceeds of such SALES unfit the next month and release such sums to MERCHANT at that time counting this volume as SALES volume for that month; (III) terminate this AGREEMENT; and/or (iv) amend this AGREEMENT in a way as to ensure that BANK has security for the increased volume. Such rights of termination and retention of funds are in addition to Nose already provided for herein. 8.3 In the event of failure, including bankruptcy, insolvency, or other suspension of business operations by MERCHANT, MERCHANT shall not sell, transfer, or disclose any materials that contain cardholder account numbers. personal Information. or other CARD BRAND transaction Information to third parties. Upon request from BANK, MERCHANT shall either (i) provide this Information or(it)provide acceptable proof of destruction of this informatioojn..9. gyj(�,p�(�y q fj 9.1 If MERCHSE OF ANT acceplsESA�E� through s w1111 eb site or hroOu/gh a systOR emPfnlegra0. MERCHANT shall at all times maintain and be responsible for the security of the transmission of data relating to the processing of SALES associated with this AGREEMENT. MERCHANT shall be responsible for obtaining and maintaining web site security, for the encryption of all data, and for any and all storage of data. MERCHANT shall display on its web site its: (i) consumer data privacy policy and (ii) security method for transmission of payment data. An e-commerce MERCHANT must display the address of its "permanent establishment" on its web site along with MERCHANTS country of domicile, either: a) on the same screen view as the checkout screen used to present the total purchase amount; or b) within the sequence of web pages the cardholder accesses during the checkout process. 201504 Mainstream Merchant services, Inc. Merchant TBCs Page 6 of 21 CONFIDENTIAL 9.2 MERCHANT shall be responsible for obtaining and contracting with any third party service provider(s), payment engine(s). payment gateway(s), and any other Internet service provider(s) and/or system Integratogs). MERCHANT shall ensure that said third parties appropriately format and transmit SALES to BANK in accordance with the then current RULES and requirements of BANK and CARD BRANDS. If MERCHANT is using a third party's terminal or software application, (i.e. dial terminal or equivalent sales capture solution), and the third party is providing the customer service, then such third party is a separate entity and is not an agent of BANK. MERCHANT understands the AGREEMENT is between BANK and MERCHANT. Disputes Involving a third party shall be dealt with independently from BANK. If disputes are unresolved and relate to SERVICES provided under the AGREEMENT, MERCHANT shall notify BANK at the address set out in the AGREEMENT. MERCHANT must pay BANK regardless of any disputes it has with any third party. If MERCHANT elects to use the terminal or software of third party providers to capture and transmit SALES to BANK, MERCHANT must disclose the relationship to BANK and MERCHANT assumes full responsibility and liability for such third party providers failure to comply with the RULES. The third party provider may be the source for Information regarding SALES, authorizations and CHARGEBACKS that may be needed by BANK. Certain CHARGEBACKS require authorization information to reverse. MERCHANT Is responsible for obtaining this Information from such third party provider. BANK is not liable for SALES that it did not receive. MERCHANT understands that in the event MERCHANT rents BANK terminals, the communications vendor is not responsible for losses arising from the SALES processed using the vendors service. 9.3 MERCHANT agrees that BANK is not responsible for any services or equipment provided by any third party with which MERCHANT has contracted. MERCHANT agrees that BANK is not responsible for and Is not able to provide customer service for the point of sale ('POS') devices installed by and/or operated by any third parry with which MERCHANT has contracted. MERCHANT should contact the third party for service of this equipment. MERCHANT shall not allow any third parry to Install, remove, or modify any terminal software application of BANK without the express written consent of BANK. MERCHANT agrees BANK can only process SALES received by BANK, and any third parry is responsible for ensuring SALES are formatted and transmitted to BANK in accordance with the then current requirements of BANK and CARD BRANDS. BANK may Increase FEES if a third parry presents SALES transactions not in accordance with the then current CARD BRANDS' requirements. MERCHANT assumes full responsibility and liability for DISCOUNT rate her downgrades caused by any third party. MERCHANT assumes full responsibility and liability for third party providers failure to complywith the RULES. MERCHANT Is responsible for obtaining from the third parry provider any information needed by BANK. 9.4 MERCHANT shall assume full liability and shall indemnify and hold BANK and CARD BRANDS harmless for: (I) the actions and/or inactions of any third party with which MERCHANT has contracted or (if) the failure of any third party with which MERCHANT has contracted to comply with the LAWS or RULES. % LIMITATION OF LIABILITY AND DISCLAI FR OF WARRANTIES: 10.1 MERCHANTS rights and remedies hereon er are eta:lusive and in lieu of all other rights and remedies. BANK shall not otherwise be liable for any error, omission, delay, computer virus. loss of data or records or disclosure of confidential information which may occur as a result of, or in any way be connected with, the rendering of SERVICES hereunder. BANK shall not be liable for any services or products of third parries. In any event, BANK's liability to MERCHANT, whether arising In contract, tort (including, without limitation, negligence and strict liability) or otherwise, shall not exceed the lesser of the direct loss to MERCHANT or an amount equal to the processing portion of the DISCOUNT paid to BANK by MERCHANT in the month prior to the incident giving rise to liability. In no event shall BANK, the CARD BRANDS, or the CARD BRANDS' contractors be liable for losses, damages, or liabilities whether in contract, tort (including negligence), strict liability or under any other theory Incurred by MERCHANT, MERCHANT's customers, or any other person or entity arising under this AGREEMENT. IN NO EVENT SHALL BANK. THE CARD BRANDS. OR THE CARD BRANDS' CONTRACTORS BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR FOR ANY INTERRUPTION OR LOSS OF USE, DATA, VIRUSES, BUSINESS OR PROFITS, WHETHER OR NOT SUCH LOSSES OR DAMAGES WERE FORESEEABLE OR BANK WAS ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF WHETHER ANY LIMITED REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE. 10.2 THE SERVICES ARE PROVIDED 'AS IS; 'AS AVAILABLE; AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED BY BANK, THE CARD BRANDS, AND THE CARD BRANDS' CONTRACTORS, INCLUDING BUT NOT LIMITED TO, THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY. NON -INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. BANK ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT. THIS AGREEMENT IS A SERVICE AGREEMENT AND THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE SHALL ESN O��1T1gqAPPgqLY... 7JF,$ 11.1 MERCHANT ndarsianda Ihal'kfANk merely provides processing services for SALES or SERVICES and is neither a partner in MERCHANTS business operations nor a guarantor of the receipt by MERCHANT of the proceeds of SALES or SERVICES. Furthermore, BANK does not guarantee that SALES or SERVICES will not be subject to CHARGEBACKS. 11.2 MERCHANT warrants there is no action, suit or proceeding pending or to MERCHANTS knowledge threatened, which, if decided adversely, would impair MERCHANT's ability to carry on MERCHANT's business substantially as now conducted or which would adversely affect MERCHANTs financial condition or operations. MERCHANT warrants that it, or Its principals or sales agents have not been terminated from depositing SALES with any other member of the CARD BRANDS, have never been placed on the MasterCard MATCH system, or on the Combined Terminated Merchant File except as disclosed in writing to BANK. 11.3 MERCHANT warrants that at the time of depositing SALES for processing: (I) it has the right to assign such SALES to BANK and does by this reference assign all Its rights, title, and Interest to payment for such SALES to BANK so that BANK may process SALES under the AGREEMENT; (if) it has no knowledge of any fact that would impair the collectablllty, of the SALES; and (lit) that the SALES represent a valid obligation of the cardholder: (a) in the amount indicated; (b) for merchandise sold and delivered or services rendered to the cardholder by the MERCHANT; and (c) It does not involve any element of credit for any other purpose. 201504 Mainstream Merchant Services, Inc. Merchant TBCs Page 7 of 21 CONFIDENTIAL 11.4 MERCHANT agrees to indemnify and hold harmless BANK, SPONSORS, and CARD BRANDS, including the CARD BRANDS' contractors, from and against any claims, demands, orjudgments, made or recovered against it, arising out of any misrepresentation or breach by MERCHANT of the terms of this AGREEMENT or arising from any act or omission by MERCHANT which violates any LAWS, the RULES, or the rights of another person or otherwise Injures any third party. BANK, SPONSORS, or the CARD BRANDS may defend on its own any such claims or demands or request MERCHANT to take up such defense. In either event MERCHANT will further Indemnify BANK, SPONSORS, and the CARD BRANDS for reasonable attorney fees or any other necessary expenses Incurred by BANK by reason of such defense. 11.5 MERCHANT shall be solely responsible for losses and CHARGEBACKS incurred as a result of, or arising out of, any fraud including LAUNDERING, negligence, or willful misconduct on the part of MERCHANT, or MERCHANT's employee(s) or agenl(s). 11.6 MERCHANT is responsible for any electronic virus or viruses that may be encountered and is responsible for routinely scanning its computers and diskettes using a reliable virus product to detect and remove any viruses found. 12. NOTICES: 12.1 All notices required under this AGREEMENT from MERCHANT shall be written paper notices effective, unless otherwise stated in AGREEMENT, upon the earlier of actual receipt thereof or the third (3rd) business day following such notices being deposited postage prepaid in the United Stales Postal System. 12.2 All written paper notices shall be sent to the following addresses, which may be changed by any PARTY by designating an alternate address, effective upon fourteen (14) days notice of such change: If to BANK: If to MERCHANT: TSYS Merchant Solutions, LLC At the address set out in the Merchant Application or such Attention: Merchant Legal Department alternative address as designated in writing by MERCHANT. 1601 Dodge Street. 23E Omaha, NE 68102-1637 If to ISO: At the address set out in the Merchant Application or such alternative address as designated in writing by ISO. 12.3 MERCHANT consents to receiving electronically rather than in paper form all notices, disclosures and other documents ("DOCUMENTS') which are to be provided to MERCHANT under this AGREEMENT. MERCHANT will be notified that a DOCUMENT is available at BANK's web site with a link to that specific page of the web site containing the DOCUMENT. MERCHANT agrees that such notification will be sent to MERCHANT at the e-mail address provided as part of the Merchant Application. Any DOCUMENT sent to MERCHANT electronically will be maintained on the website for not less than six (6) months from the date of its posting on the web site. MERCHANT understands and acknowledges that access to the Internet, e- mail and the worldwide web are required for MERCHANT to access a DOCUMENT electronically and MERCHANT confirms that MERCHANT has such access. MERCHANT understands that there are costs related to access DOCUMENTS electronically and MERCHANT agrees that MERCHANT is responsible for these related access costs. Without advance noticato MERCHANT and at any fime, electronic DOCUMENTS may no longer be sent to MERCHANT, in which case a paper copy of the DOCUMENT will be sent to MERCHANT pursuant to Sections 12.1 and 12.2. 13. MISCELLANEOUS: 13.1 Assignment. Except as expressly provided in this AGREEMENT. MERCHANT may not assign its rights or delegate its responsibilities under this AGREEMENT without the prior written consent of BANK. BANK may assign its rights or delegate duties under this AGREEMENT without the prior consent of MERCHANT. Without limiting the generality of theforegoing, MERCHANT shall not assign, transfer or encumber its present or future payment rights under this AGREEMENT or connected with a RESERVE ACCOUNT, if any; nor shall BANK be obligated to honor such purported attempt to assign, transfer or encumber such rights or funds unless BANK consents in writng. 13.2 Govemiry�law and Foram. The PARTIES acknowledge and agree that this AGREEMENT and the Guaranty contained herein was, and shall be deemed to have been, made and delivered in Douglas County, Nebraska. The laws of the State of Nebraska. without giving effect to its conflicts of law principles, shall govern all matters (whether in contract, statute, tort or however characterized) arising out of or relating to this AGREEMENT and any Guaranty contained herein, including, without limitation, the validity, interpretation, construction, performance and enforcement of the AGREEMENT and Guaranty. The PARTIES agree that, in the event of any dispute regarding, arising out of or relating to this AGREEMENT or any Guaranty contained herein, the courts of the State of Nebraska shall have and be vested with personal jurisdiction over the PARTIES. The PARTIES further agree that any and all actions, claims, suits or proceedings arising out of or relating (directly or Indirectly) to this AGREEMENT or any Guaranty contained herein shall be fled and litigated only in courts located in Douglas County, Nebraska, and such courts shall have exclusive jurisdiction over any action, claims, suit or proceeding arising out of or relating (directly or indirectly) to this AGREEMENT or any Guaranty contained herein. 13.3 Waiver of JTrial and Covenant Not to Padil(�aate in a Class Action. MERCHANT HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF FLIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT OR ANY ACTION, LAWSUIT, CLAIM, COUNTERCLAIM OR OTHER ACTION RELATING TO, OR ARISING UNDER THIS AGREEMENT AND/OR ANY TRANSACTION GOVERNED BY THIS AGREEMENT. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY, VOLUNTARILY AND INTENTIONALLY BY MERCHANT, AND IS INTENDED TO ENCOMPASS EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE BE AVAILABLE. BANK IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY MERCHANT. MERCHANT ALSO COVENANTS NOT TO BRING OR PARTICIPATE IN ANY CLASS ACTION AGAINST BANK BASED UPON ANY CLAIMS ARISING FROM THIS AGREEMENT. IF A CLASS PROCEEDING IS INITIATED AGAINST BANK, MERCHANT MAY NOT JOIN THAT PROCEEDING OR PARTICIPATE AS A MEMBER OF THAT CLASS. If MERCHANT brings legal action against BANK for any reason. MERCHANT shell commence the action within one (1) year of the date the error or the incident giving rise to such action occurred. 2015" Mainstream Merchant Services, Inc. Merchant T&Cs Page 8 of 21 CONFIDENTIAL 13.4 Waiver. No delay or failure by either PARTY to exercise any night under AGREEMENT and no partial or single exercise of that right shall constitute a waiver of that right or any other right, unless expressly provided for In AGREEMENT. 13.5 Force Me sure. BANK is not liable or responsible for any failure or delay in performance caused by any Act of God, strikes, Flood, fire, war, public enemy, electrical or equipment failure, failures by third parties, or other events beyond its control. 13.6 Entire Agreement. This AGREEMENT constitutes the entire understandings of the PARTIES as to the subject matter contained herein and supersedes all prior contracts, agreements, and negotiations between the PARTIES whether verbal or written. 13.7 Casts. Neither PARTY shall be responsible for the costs incurred by the other in negotiating or implementing this AGREEMENT. 13.8 Survival. The obligations of all PARTIES incurred prior to the effective date of termination of this AGREEMENT will survive the termination of this AGREEMENT. If any portion of the AGREEMENT is held invalid or unenforceable for any reason, it is agreed that any invalidity or unenforceability, will not affect the remainder of the same and the remaining provisions will remain in full force and effect. The PARTIES agree that the Court of competenljurisi iclion may modify any objectionable provision of the AGREEMENT so as to render it valid, reasonable and enforceable. 13.9 Amendment. This AGREEMENT may be amended or modified by BANK effective upon thirty (30) days written notice. Any alteration or stdkeover in the text of this pre-printed AGREEMENT will have no binding effect and will not be deemed to amend this AGREEMENT. 13.10 Auto. By signing the AGREEMENT, each PARTY represents that it has the full legal power and authority to enter into performance obligations under this AGREEMENT. Each PARTY represents that the entering into of this AGREEMENT has been duly authorized; the signer is a duly authorized signatory; this AGREEMENT constitutes a legal, valid, and binding obligation of each PARTY; and that this AGREEMENT Is enforceable against each PARTY in accordance with its terms. 13.11 P-Card. To the extent applicable, BANK agrees not to use any information supplied by MERCHANT in the Purchasing Card Infomation that is required for acceptance of purchasing cards, in Its decision as to whether o accept MERCHANT for processing. MERCHANT agrees to hold BANK harmless from any and all claims relating to the collection, processing, dissemination, and use or misuse of the Information contained in the Purchasing Card Information. MERCHANT acknowledges that the information from the Purchasing Card Information will be sent to MERCHANTS corporate customers who pay with a purchasing card. MERCHANT agrees that BANK is not responsible for any actions or omissions of others regarding this information. 13,12 Taxes. MERCHANT agrees to pay all federal, stale, and local sales, use, property and excise taxes, including penalties and interest, which may be assessed in connection with the services and related products provided under this AGREEMENT. The FEES set forth in the AGREEMENT are exclusive of any and all applicable taxes or assessments, whether designated as sales taxes, use taxes, ad valorem taxes, GST/HST taxes, VAT taxes or by some other name or designation, and including any interest or penalties thereon, which may be levied or assessed by any governmental or taxing jurisdiction in connection with the performance of services or provision of materials to MERCHANT by BANK. In the event of the payment of or for any such tax, assessment or expense by BANK, MERCHANT shall in turn pay BANK for such items. 13.13 Disclosure of Merchant Identification Number ('MID'). For security reasons. MERCHANT must disclose its MID thereby authorizing BANK to make changes to its account. BANK may request from MERCHANT additional Information to further verify MERCHANTs identity. BANK may assume that the person disclosing the MID has the authority to make changes to MERCHANTS amount MERCHANT authorizes BANK to share information regarding the MERCHANTS account with the person disclosing the MID. MERCHANT is responsible and liable for changes made after disclosure of its MID. MERCHANT is responsible for Insuring Its MID is kept confidential. 13.14 Information. MERCHANT authorizes BANK to release and use MERCHANT's information, in connection with offering or providing business products and services, to third parties that provide services to BANK or MERCHANT or to any third party that requests and has a reason to know such information, including but not limited to the CARD BRANDS, and any third -party having regulatory control over the PARTIES. 13.15 Counter"its/Facsimile. This AGREEMENT may be executed and delivered in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. Any photocopy, facsimile, electronic or other copies shall have the some effect for all purposes as an ink -signed original. MERCHANT hereby authorizes BANK and its affiliates to send facsimiles to the MERCHANTS facsimile number set forth in this AGREEMENT. 13.16 Monitoring. MERCHANT understands and agrees that any telephone conversation between MERCHANT and BANK may be monitored and recorded. 13.11 BindirN Anreement This AGREEMENT shall not become a binding AGREEMENT between the PARTIES until (i) it is approved by BANK and (ii) BANK has received a negative response to its inquiry of the CARD BRANDS' programs designed to monitor merchants. The commencement of transaction processing under this AGREEMENT shall constitute BANK's approval and its signature to this AGREEMENT. 13.18 Products and Services_ BANK may from time to time add products and/or services to the SERVICES. Al MERCHANT's request, BANK may provide such additional products and/or services to MERCHANT at BANK's then current rate. MERCHANT agrees to abide by all parameters set by BANK for such products and/or services as set out in any product specification or documentation as amended from time to time. MERCHANT is responsible for any coding and testing, if necessary, for such products and/or services. BANK has made reasonable efforts to secure Information and abides by the CARD BRANDS'secunty guidelines but BANK does not guarantee security. MERCHANT is responsible for protecting access to any passwords or user Identification numbers. Access to and use of password protected areas of any products and/or services are restricted to authorized users only. It is the MERCHANT's obligation to notify BANK immediately if its passwords or user identification numbers have been lost or stolen or if there has been unauthorized access. BANK shall at all times retain all title to and ownership of the products and SERVICES. MERCHANT agrees not to, directly or indirectly, modify, reverse engineer, decompile, disassemble or derive source code from the products and SERVICES. Any PARTY may terminate a product and/or service at any time upon thirty (30) days written notice to the other without terminating the AGREEMENT. 13.19 Communication. MERCHANT authorizes BANK and its affiliates to communicate with, solicit and/or market to MERCHANT via regular mail, telephone, e-mail and facsimile in connection with the provision of goods or services by BANK, its affiliates, or any 201504 Mainstream Merchant Services, Inc. Merchant T&Cs Page 9 of 21 CONFIDENTIAL third party that BANK shares, transfers, exchanges, discloses or provides information with or to pursuant this AGREEMENT and will hold BANK, its affiliates and such third parties harmless against any and all claims pursuant to the federal CAN-SPAM ACT of 2003, the Telephone Consumer Protection Act and any and all other state or federal laws relating to transmissions or solicitations by any of the methods described above. 1320 Disclosure. The CARD BRANDS require that the following be disclosed to MERCHANT: (I) if applicable, BANK Is In control of Independent Sales Organization's ('ISO') and/or Member Service Providers ('MSP') performance under this AGREEMENT; (it) BANK must pre -approve all FEES; (III) the AGREEMENT may not be amended without BANK's express written consent; (iv) if applicable, ISO and/or MSP may not have access to MERCHANTS funds; and (v) BANK may not waive the foregoing 11 requirements. �� jj MERCHANT desires to effect settlement of credits an tlebi6 horn . SIGNATED ACCOUNT by means of ACH and/or wire transfer in conjunction with the processing of SALES transactions or SERVICES as anticipated by AGREEMENT. In accordance with this desire, MERCHANT authorizes BANK to initiate debit and credit entries to the DESIGNATED ACCOUNT (the details of which are set out herein and In the Merchant Application). MERCHANT agrees to maintain sufficient funds In DESIGNATED ACCOUNT to cover debit transactions. By signing this AGREEMENT, MERCHANT states that it has authority to agree to such transactions and that the DESIGNATED ACCOUNT indicated is a valid and legitimate account for the handling of these transactions. This authority is to remain in effect until BANK receives written notice from MERCHANT revoking it. This authorization is for the payment of SALES, returns and FEES, CHARGEBACKS, or any other sums owed between the PARTIES. MERCHANT also certifies that the appropriate authorizations are in place to allow MERCHANT to authorize this method of settlement. All changes to the identification of the DESIGNATED ACCOUNT under this authorization must be made in writing in accordance with the AGREEMENT. MERCHANT understands that if the Information supplied as to the ABA Routing Number and Account Number of the DESIGNATED ACCOUNT Is Incorrect, and funds are Incorrectly deposited, BANK will attempt to assist MERCHANT In the recovery of such funds but has no liability as to restitution of the same. BANK's assistance in recovering the funds, where available, will be billed to MERCHANT at BANK's current hourly rate for such work. MERCHANT acknowledges that the origination of ACH transactions to the DESIGNATED ACCOUNT must comply with the provisions of U.S. law. ( CARD BRAND RULES NOTICE: This Information Is a summary of common CARD BRAND regulations; however card acceptance, processing and chargeback procedures are subject to change. Capitalized Terms not defined herein shall have the meaning ascribed to them In the CARD BRANDS' regulations. If there are any differences between the CARD BRANDS' regulations and these RULES, the CARD BRANDS' regulations will prevall in every Instance. To the extent these RULES or the CARD BRANDS' regulations conflict with applicable local, state, or federal laws, rules, or regulations, such local, state, or federal laws, rules or regulations shall govern. The CARD BRANDS publish summaries of the regulations for merchants. Some of these summaries may be accessed at www.visa.com and www.mastercard.com, while AMERICAN EXPRESS and DISCOVER regulations may be accessed at �}'y/w.maInstreamm. coMtermsappdconditions.asgqx�. The AMERICAN EXPRESS OptBhio'm Program Merchant Operating Guide may be accesse� at wwvv.mainstreamms.eomkemrsendcondingns,asox. CARD BRAND CARD ACCEPTANCE PROCEDURES 1. Honor All CARDS: 1.1 MERCHANT shall honor all CARDS issued by a CARD BRAND, when presented in accordance with these RULES, for the purchase of goods or services by an authorized holder of CARD or in processing a request for credit resulting from such a transaction, unless MERCHANT provides TMS and BANK with a thirty (30) day written notice that it no longer wishes to accept either credit or debit cards, including check or prepaid cards (i.e., non -PIN based debit). If MERCHANT has provided such notice to TMS and BANK, upon the expiration of the thirty (30) day notice period, MERCHANT will no longer be required to accept such cards. 1.2 If a cardholder presents a VISA CARD that is in the MERCHANTS category of acceptance and that bears a mark representing another payment service: (i) MERCHANT must honor the cardholders request If the cardholder indicates that the transaction is to be processed as a VISA transaction and (ii) MERCHANT may process the transaction as something other than a VISA transaction despite an Initial indication by the cardholder that the transaction is to be processed as a VISA transaction, but only If the cardholder agrees that the transaction may be processed as something other than a VISA transaction. MERCHANT may not mislead the cardholder conceming what payment service or system will be used. These rules do not require MERCHANT to explain any loss of consumer rights if the transaction is not processed as a VISA transaction. but if MERCHANT provides any information on this topic, that information must be accurate. 1.3 PROHIBITIONS - A MERCHANT must not: A. Accept cardholder payments for previous Visa Card or Visa Electron Card charges incurred at the MERCHANT location; B. Require a cardholder to complete a postcard or similar device thatincludes the cardholder's account number, card expiration date, signature, or any other card account data in plain view when mailed; C. Add any surcharge to transactions, except as permitted by the RULES; D. Add any tax to transactions, unless applicable laws or regulations permit a MERCHANT to collect a tax. Any tax amount, If allowed, must be Included in the transaction amount and not collected separately; E. Enter Into Interchange any transaction receipt for a transaction that was previously charged back and subsequently returned to the MERCHANT irrespective of cardholder approval. The MERCHANT may pursue payment from the customer outside the VISA system; F. Request or use an account number for any purpose other than as payment for its goods or services, except to support the Health Care Eligibility Service or VISA Activation and Load Service, as specfied In VISA regulations; 201504 Mainstream Merchant Servlcm, Inc. Merchant TSCs Page 10 of21 CONFIDENTIAL G. Disburse funds In the form of travelers cheques, if the sole purpose is to allow the cardholder to make a cash purchase of goods or services from MERCHANT; H. Disburse funds In the form of cash, unless: 1) MERCHANT Is dispensing funds in the form of travelers cheques, Visa TravelMoney Cards, or Foreign Currency. In this case, the transaction amount is limited to the value of the travelers cheques, Visa TmvelMoney Card, or Foreign currency plus any commission or fee charged by the MERCHANT; or 2) MERCHANT is participating in the Visa Cash Back Service, as further specified in the VISA regulations. I. Accept a Visa Card or Visa Electron card for the purchase of Scrip; J. Accept a Visa electron Card for Manual Cash Disbursement; K. Accept a Visa TravelMoney Card for a Manual Cash Disbursement; L. Accept a card to collect or refinance an existing debt that has been deemed uncollectible by the merchant providing the associated goods or services. (Note: A transaction that represents a payment on an existing obligation must be identified by the appropriate Indicator in the Authorization Request and Clearing Record.); M. Enter into interchange a transaction that represents collection of a dishonored check; N. Require a cardholder to waive his or her rights to dispute the transaction as a condition of the SALE; or O. Establish a minimum or maximum transaction amount as a condition for honoring a Visa Card or Visa Electron Card, except as permitted by the RULES. 2. Sales Transactions: 2.1 No SALE may be completed If cardholder (the duly authorized holder and user of CARD) fails to present his/her CARD to MERCHANT at time of SALE, except in the case of Card Not Present environments where MERCHANT has received written pem fission by TMS and BANK to do so. 2.2 IF USING AN ELECTRONIC DEVICE, MERCHANT MUST HAVE THE CARD SUCCESSFULLY READ BY A MAGNETIC STRIPE CARD READERrrERMINAL WITH PRINTER ATTACHED. If MERCHANTS terminal cannot successfully read the magnetic stripe, MERCHANT must imprint the card, even if it is a key entered transaction. MERCHANT must imprint the CARD on the same SALES DRAFT (a paper record evidencing the purchase of goods or services using a CARD) containing the remainder of the transaction information and the cardholder signature. Failure to obtain a signed and Imprinted SALES DRAFT when a transaction is not captured by swiping through a magnetic stripe reader will expose MERCHANT to a CHARGEBACK on such a transaction regardless of the authorization that may or may not be received. 2.3 MERCHANT shall obtain the cardholders signature on the SALES DRAFT, where required by the RULES. 2.4 Unless specifically permitted by TMS and BANK to the contrary, goods and services purchased must be delivered to cardholder at time of SALE. 2.5 MERCHANT shall not require cardholders to provide personal Information (such as telephone number or address) as a condition for honoring a SALE, unless required by the RULES. 2.6 If MERCHANT receives BIN Information from TMS and BANK, MERCHANT must not use such Information for any reason other than to identify VISA debit category products at the point of sale, unless authorized by VISA. VISA BIN Information is proprietary and confidentlal information belonging to VISA. MERCHANT must not disclose VISA BIN information to any third party without prior written permission from VISA. If MERCHANT uses an agent or Merchant Servicer, MERCHANT must Include the foregoing provisions In Its agreement or contract with such agent or Merchant Servicer. 3. SALES DRAFTS: 3.1 MERCHANT shall deliver to the cardholder, at the time of a SALE, a true, complete, and legible copy of the SALES DRAFT or suitable receipt evidencing a SALE involving use of CARD. 3.2 At a minimum, the following Information must be included on the SALES DRAFT (additional information may be required by the RULES depending on the transaction): A. final four digits of CARD account number. MERCHANT is responsible for determining and complying with all applicable LAWS regarding CARD account number truncation requirements and CARD expiration date requirements for SALES DRAFTS; B. MERCHANTs d/b/a name; C. MERCHANT's city and slate; D. amount of the SALE (including any applicable taxes or amount of adjustment or credit); E. date of the SALE; F. space for cardholder signature if applicable; G. transaction payment type; H. legend identifying the party to whom it will be delivered (i.e. merchant copy, customer copy); I. authorization code; J. clear imprint of the CARD unless successfully read by a magnetic stripe reader, and K. brief description of the goods or services sold, returned, or cancelled. 3.3 MERCHANT shall store all SALES DRAFTS and transaction records in the manner and timeframes required by the RULES. 3.4 MERCHANT shall not deposit SALES DRAFTS that It knows or should have known to be either fraudulent or not authorized by the carcholder. 4. Security Features: 4.1 In all rases, MERCHANT is required to examine the card security features poor to completing a SALE. 4.2 When an Electronic Cash Register ("ECR") or Electronic Draft Capture ("EDC") terminal reads the magnetic stripe on the CARD, MERCHANT must check the CARD account number on the terminal (if displayed) against the account number embossed on the 201504 Mainstream Merchant Services, Inc, Merchant T&Cs Page 11 of 21 CONFIDENTIAL CARD or follow such other security check as is mandated by TMS and BANK from time to time. If the CARD Is read with a terminal that displays the CARD number and the SALES DRAFT is printed, MERCHANT shall verify that the account number displayed on the terminal match the embossed numbers on the face of the CARD. In the event that they do not match, the SALE must not be completed. Failure to follow these checks and procedures will expose MERCHANT to CHARGEBACKS. 4.3 In the event that the terminal is progremmed to require MERCHANT to key the last four (or more) digits of each CARD used for a SALE, and the terminal indicates that the numbers keyed are not the same as those present on the card, the SALE must not be completed. 4.4 In order to protect the integrity of the CARD BRANDS' systems, BANK may hold funds settled by MERCHANT in the event of a breach of AGREEMENT, irregular SALES activity, or receipt of detrimental financial information. 5. Authorization: 5.1 On all SALES, MERCHANT shall request an authorization for the total amount of the SALE and shall record the positive authorization response code on the SALES DRAFT prior to completing the SALE. If MERCHANT receives a negative authorization response, MERCHANT shall not complete the SALE and may receive further instructions from the authorization center. 5.2 MERCHANT may not, after receiving a negative response or decline on an authorization request: A. split the SALE amount into multiple transactions in order to obtain a valid authorization for each one, so that the separate transactions total the original dollar amount of the SALE: or B. attempt any further electronic or voice authorizations. 5.3 In the event that an unsigned CARD is presented at the point of sale, MERCHANT must request that cardholder provide proof of identification and sign the card before completing the SALE. Details of the identification provided must be placed an the SALES DRAFT unless prohibited by local law. In the event that the cardholder refuses to do so, the SALE must not be completed. 5.4 MERCHANT agrees to obtain authorization from the voice authorization center as required by the RULES. 6 Returned Merchandise and Adlustments: 6.1 If MERCHANT agrees to credit a cardholder for any merchandise or service that was the subject of a SALE, MERCHANT must provide a Credit Transaction Receipt using the same CARD as in the original SALE. Such credit shall not exceed the original SALE amount. MERCHANT shall not make any cash refund on SALES. 6.2 MERCHANT may limit Its acceptance of returned merchandise or establish a policy to make price adjustments for any SALE provided proper disclosure is made and purchased goods and service are delivered to the cardholder at the time of the SALE. 6.3 Proper disclosure means the words "NO REFUND, —EXCHANGE ONLY," WIN STORE CREDIT ONLY" are printed In large letters near the signature line on all copies of the SALES DRAFT prior to obtaining the cardholdefa signature on the SALES DRAFT. MERCHANT may stipulate other special circumstances or terms of the SALE on the SALES DRAFT, 6.4 For each credit transaction, MERCHANT must be able to provide TMS and BANK with evidence of the original purchase. 7. Cash Transaction: 7.1 MERCHANT shall not receive money from a cardholder and subsequently prepare a credit voucher for the purpose of depositing to the cardholders account. 7.2 Cash disbursement by MERCHANT to a cardholder is not permitted unless you are a financial institution with written authorization from BANK and as specifically permitted by the RULES. Additionally, MERCHANT shall not make any cash advance to an employee, principal, or family member of MERCHANT, who is a cardholder. 7.3 MERCHANT will not swept SALES from cardholders where the primary purpose of the transaction is for the provision of working capital to business and not the purchase of goods andfor services from the business. B. Use of Promotional Materials and Marks: 8.1 MERCHANT will adequately display promotional materials as required by the RULES or provided by TMS and BANK to inform the public that MERCHANT will honor CARDS. 8.2 MERCHANT shall prominently display the CARD BRANDS' Marks at or near all major public access points to inform the public that MERCHANT will honor CARDS. MERCHANT shall aways display the Marks in their full color version. The MERCHANT must display the Marks upon acceptance of the CARDS. 8.3 MERCHANT shall not use the CARD BRAND's Marks for any other purpose without the express written consent of the CARD BRANDS. MERCHANTS who use the Marks shall obtain no interest in the Marks except the right to use them in accordance with the RULES. 8.4 All uses by MERCHANT of decals, signs, printed and broadcast materials, and other promotional materials must be in conformity with the requirements of the CARD BRANDS, SPONSORS, TMS and BANK. MERCHANT will not at any time do or cause to be done any act or deed in anyway impairing or intended to impair TMS's, BANK's, CARD BRANDS', or SPONSOR's exclusive right, 88e, and Interest in and to Its respective protected Marks. 8.5 MERCHANT may use promotional materials only to Indicate that CARDS are accepted for payment and shall not Indicate, directly or Indirectly, that MERCHANT has received endorsement of any goods or services other than the CARD& services. 8.6 MERCHANT may not refer to the CARDS In stating eligibility for its products, services, or membership. 8.7 MERCHANT shall permit TMS, BANK, CARD BRANDS, and SPONSORS, at all reasonable times, to inspect the MERCHANT's use of the promotional materials and Marks. Should any materials so submitted Nail to meet with TMS's, BANK's, CARD BRANDS', or SPONSOR' approval or fail to comply with the RULES, for any reason whatsoever, the MERCHANT agrees to cease using such material. Neither TMS, BANK, CARD BRANDS, nor SPONSOR shall have any liability to MERCHANT relating to disapproval of use of such materials. 8.8 MERCHANTs right to use and display the Marks shall terminate upon termination of this Agreement. Upon termination, voluntary or Involuntary, the MERCHANT shall immediately remove all Marks from all terminals and from any other display location maintained by such MERCHANT and shall immediately cease the use of all promotional materials using the Marks of CARD BRANDS, 201504 Mainstream Merchant Services, Inc. Merchant TBCs Page 12 of 21 CONFIDENTIAL 9. CARDS Other than VISA. MASTERCARD. AMERICAN EXPRESS and DISCOVER: 9.1 MERCHANT Is required to comply with the specific regulations, as set out In Its agreements with CARD BRANDS other than VISA, MASTERCARD, AMERICAN EXPRESS, and/or DISCOVER with regard to the acceptance of cards issued by such CARD BRANDS. TMS and BANK are not responsible for the funding of such transactions. Further, TMS and BANK are not responsible for payment for SALES for any CARD BRANDS unless and until TMS and BANK have received payment for such SALES from the CARD BRANDS. CHARGEBACKS 10. General: 10.1 Failure to comply with the RULES will reduce TMS's and BANK ability to reverse CHARGEBACKS and increase the likelihood of MERCHANT receiving a CHARGEBACK. 10.2 MERCHANT may be subject to a CHARGEBACK on SALES for a minimum period of 180 days, plus the period of any warranty or guarantee on goods and/or services sold by MERCHANT, from the date the SALE was entered into the CARD BRANDS' processing system. 10.3 TMS and BANK agree to mail all CHARGEBACK documentation to the address provided by MERCHANT. MERCHANT agrees to respond promptly to all CHARGEBACKS. If TMS and/or BANK elects, at their sole discretion, to take action on CHARGEBACKS after the CARD BRAND time limits have expired, such action shall be done at additional cost. 10.4 MERCHANT agrees that it will not re -deposit SALES that have been previously charged back and not represented. This restriction applies whether or not the cardholder consents to such activity. 10.5 MERCHANT agrees that if It receives a CHARGEBACK for an international cardholder, the MERCHANT is responsible for any currency conversion differences in the dollar amount. 11. CHARGEBACK Reasons: 11.1 MERCHANT should refer to the RULES for a complete list of CHARGEBACK reasons. 12. CHARGEBACK Monitori Proarems: 12.1 Any MERCHANT location that exceeds a one percent (1 %) CHARGEBACK to Interchange ratio for all incoming CHARGEBACKS for that location is considered an excessive chargeback merchant and may be subject to Visa and MasterCard's monitoring programs Merchants are responsible for monitoring their monthly chargeback percentage and developing chargeback reduction plans as required by Visa and MasterCard. Excessive CHARGEBACK activity for an unreasonable period of time may result in termination of this AGREEMENT. MERCHANT will pay TMS and/or BANK for any fine or charge levied by the CARD BRANDS on TMS and/or BANK or MERCHANT as a result of its chargeback activity. This section may be amended from time to time as a result of action by CARD BRANDS. 13. Other CARD BRAND Monitoring Pm�{rams: 13.1 If MERCHANT is identifled by certain CARD BRAND monitoring programs, TMS's and BANK's ability to reverse CHARGEBACKS maybe severely restricted. 13.2 Certain monitoring programs review the number of lost, stolen and counterfeit CARDS accepted by MERCHANT in its normal course of business and the percentage of CARDS used for SALES that were not read electronically by terminals or ECRs. The purpose of these programs is to reduce the use of lost, stolen and counterfeit CARDS. 13.3 In the event that MERCHANT is Identified under these programs as exceeding the acceptable threshold value of such CARDS, MERCHANT may become liable for CHARGEBACKS and SALES on lost, stolen, or counterfeit CARDS regardless of the CARD ACCEPTANCE PROCEDURES followed, and AGREEMENT may be terminated by TMS and BANK. 14. CARD BRAND Re991stroOm on Progras: 14.1 If MERCHANT Is Identified by certain CARD BRAND registration programs, TMS and/or BANK will take the necessary steps to register the merchant. MERCHANT will pay TMS and BANK for any fine or charge levied by the CARD BRANDS on TMS, BANK, or MERCHANT as a result of the registration program Including but not limited to one-time registration fees, ongoing registration fees and non-compliance fees. This section may be amended from time to time as a result of action by CARD BRANDS. UNIQUE BUSINESS REQUIREMENTS 15. Card Not Present Merchants: 15.1 MERCHANT may not accept Card Not Present SALES unless AGREEMENT specifically refers to Card Not Present SALES. If this is not the case. MERCHANT should contact TMS and BANK If they wish to accept Card Not Present SALES and provide descriptions of product types and marketing methods. TMS and BANK may refuse MERCHANT permission to accept Card Not Present SALES. 15.2 If MERCHANT is specifically authorized by TMS and BANK to accept Card Not Present SALES, no SALE shall be submitted for processing prior to the shipping of the product or the provision of services purchased by the cardholder. 15.3 Card Not Present SALES do not require the cardholders signature on the SALES DRAFT. MERCHANT is required to obtain the valid dates for each CARD used for a SALE. The expiration date must be submitted as part of the Authorization inquiry. 15.4 If MERCHANT supplies goods and/or services under a Pre -Authorization Order ('PO'), it shall not charge a cardholder for goods after receiving notice from a cardholder that the authorization for goods or services is canceled. 15.5 The receipt of a valid Authorization does not protect MERCHANT from CHARGEBACKS on SALES for the Unauthorized Purchaser reason code. The shipping documents indicating the address the goods were shipped to and a signature of an Individual (even cardholder) will not normally be sufficient to reverse an Unauthorized Purchaser reason code. 15.6 MERCHANT assumes the risk associated with accepting Card Not Present SALES transactions. 15.7 Card Not Present MERCHANTS am encouraged to investigate the CHARGEBACK protection attnbules of the various Address Verification Services and Card Verification Value Services available from CARD BRANDS. 15.8 MERCHANT, or its agent, shall implement and maintain all of the security requirements specified in PCI. MERCHANT shall Immediately notify TMS and BANK of the use an agent. MERCHANT shall immediately notify TMS and BANK of any suspected or confirmed loss or theft of material or records that contain account Information and both: 201504 Mainstream Merchant Services, Inc. Merchant T4Cs Page 13 of 21 CONFIDENTIAL A. demonstrate its ability to prevent future loss or theft of account or transaction information; and S. allow the CARD BRANDS, or an acceptable independent third party, to verify this ability by conducting a security review. 15.9 Electronic Commerce Merchants (VISA): A. VISA makes the 3-D Authentication system available to Electronic Commerce Merchants as a way to reduce fraud in Internet Transactions. Electronic Commerce Merchants may elect to implement 3-D Secure. Electronic Commerce Merchants that process 3-D Secure Transactions must comply with requirements specified in the: (i) VISA Operating Regulations; (it) the VISA 3-D Secure: Merchant Implementation Guide and (iii) VISA Cardholder Information Security Program. B. A web site operated by an Electronic Commerce Merchant must contain all of the following information: (i) a complete description of the goods or services offered; (it) the merchant's returned merchandise and refund policy; (iii) the merchant's customer service contact, Including electronic mail addresses and/or telephone number, IN) the transaction currency; (v) any export or legal restrictions (if known); (vi the merchant's delivery policy; (vii) the address of the merchant's permanent establishment; Will the merchant's consumer data privacy policy; and (ix) the security method for the transmission of payment data. C. Electronic Commerce Merchants must offer cardholders a secure transaction method, such as: (i) Secure Sockets Layer (SSL), or (it) 3-D Secure. 16. Travel and is inmint l"T E" Merchants: 16.1 A MERCHA ose primary function is to provide travel related services shall be referred to as a Travel & Entertainment ('T&E') MERCHANT. These include but are not limited to car rental, lodging, and central reservation services. 16.2 A T&E MERCHANT may process delayed or amended charges ff the cardholder has consented to be liable for those charges. These charges may NOT Include charges for loss, theft, or damage. 17. TILE Services: 17.1 AT&E MERCHANT may participate in any of the followng VISA T&E Services: A. Priority Check -Out Service B. T&E Advance Deposit Service C. T&E Cash Disbursement Service D. VISA Reservation Service RULES which apply to the VISA T&E Services are available upon request. 17.2 Visa R�� arvloh SA ice Any MERCHANT who accepts CARDS to guarantee reservations must do so in accordance with the follow(ng reglnremenZc A. MERCHANT must accept all VISA CARDS; B. MERCHANT will obtain the cardholders account number, expiration date, and name embossed on the CARD. MERCHANT must quote to cardholder the rate of reserved accommodation, MERCHANT name and address, and the Confirmation Code advising that It be retained. Advise the cardholder that If he/she has not checked in by checkout time the following day after his/her scheduled arrival dale or the reservation was not property canceled, the cardholder will be billed for one night's lodging plus applicable taxes. If requested, the MERCHANT wit provide a written confirmation with the above information including the VISA Reservation Service provisions relating to the cardholder's obligation, and any other reservation details; C. MERCHANT must accept all cancellations prior to the specified time. The MERCHANT must not require more than seventy-two (72) hours cancellation notification prior to the scheduled arrival dale. But, if the cardholder makes the reservation within seventy-two (72) hours of the scheduled arrival date, the cancellation deadline must be no writer than 6:00 p.m. on the arrival date. If the MERCHANT requires that the cardholder cancel before 6:00 p.m. on the arrival date, the MERCHANT must mail the cancellation policy to the cardholder; D. if the reservation is properly canceled. MERCHANT must provide a cancellation code and advise the cardholder to retain it. If requested. MERCHANT must mail a confirmation of cancellation that includes the following: cardholder name. account number, card expiration date, cancellation code, and details related to the canceled reservation; E. ff cardholder has not claimed or canceled the accommodation by the specified time, the room(s) must be held available in accordance with the reservation until checkout time the following day. MERCHANT may then complete a SALES DRAFT for one night's lodging plus applicable tax, Indicating the cardholders account number, expiration date, and name embossed on the CARD and the words'No Show' on the cardholdersignature line. MERCHANT must obtain an authorization code for the no show transaction; and F. if guaranteed accommodations are unavailable, MERCHANT must provide cardholder with comparable accommodations for one night at another establishment, transportation to the location of the alternative establishment, and ff requested, provide cardholder with a three (3) minute telephone call and message forwarding to the alternate establishment. These services shall be provided at no cost to cardholder. 18. Pre -authorized Health Care Transactions: 18.1 MERCHANTS accepting Pre -authorized Health Care Transactions must have the cardholder complete an order form containing the following: A. a request for the services to be charged to the cardholder's account; B. assignment of insurance benefits to the MERCHANT; C. authorization for the MERCHANT to charge the cardholder's account for only that portion of the bill subsequent to MERCHANTs receipt of any applicable insurance payment; D. duration of time. not to exceed one (1) year, for which permission is granted; and E. if the Pre -authorized Health Care Transaction is renewed the cardholder must provide an updated order form. 18.2 MERCHANTmust 201504 Mainstream Merchant Services, Inc. Merchant T&Cs Page 14 of 21 CONFIDENTIAL A. retain a copy of the order form during the paned it is In effect: B. provide a copy of the order forth upon TMS's and/or BANK's request; C. type or print the words'Pre-authorized Health Care' on the signature line of the SALES DRAFT; and D. submit a SALES DRAFT wilhin ninety (90) days of the service date and request authorization for the amount due upon receipt of notice of adjudication from the cardholders insurance company. 18.3 MERCHANT must not complete a Pre -authorized Health Care Transaction after receiving a notice of cancellation from cardholder, TMS, BANK, or if the MERCHANT receives a decline response. 19. Recurrha Transactions: 19.1 MERCHANT will not accept recurring SALES transactions where the delivery of, provision of, or billing for, goods or services is performed on a periodic basis ('RECURRING TRANSACTIONS") without the express written consent of TMS and BANK and without following the rules stated below. 19.2 MERCHANT must obtain from the cardholder a completed Order Forth containing a written request for the goods or services to be charged to the cardholders CARD. The Order Form must include the transaction amount (unless the RECURRING TRANSACTIONS are for varying amounts), the frequency of the mcurnng charges, and the duration of time for which the cardholderspernissionisgmnted. The cardholder signature (including electronic signature or other similar authentication) must be effective under applicable law. 19.3 MERCHANT must retain a copy of the Order Form for the duration of the RECURRING SERVICES and provide b to TMS and BANK upon request. 19.4 Upon completion of the SALES DRAFT, MERCHANT should write the words "Recurring Transaction" on the signature line. 19.5 When a RECURRING TRANSACTION is renewed, MERCHANT must obtain an updated Order Forth (as set out above) from the cardholder. 19.6 For an Electronic Commerce Transaction, include the frequency and duration of the RECURRING TRANSACTION, as agreed to by the cardholder, on the SALES DRAFT and provide a simple and easily accessible online cancellation procedure, if the cardholders request for goods or services was initially accepted online. 19.7 For RECURRING TRANSACTIONS, MERCHANT must not: A. include partial payment for goods or services purchased in a single transaction; B. include additional thence charges on a RECURRING TRANSACTION; C. complete a RECURRING TRANSACTION 9 it does not receive an Authorization or If it receives a cancellation notice from the cardholder, or D. request or use a cardholder account number for purposes other than as payment for its goods or services. 19.8 For RECURRING TRANSACTIONS of varying amounts, the MERCHANT must: A. on the Order Form, allow the cardholder to specify a minimum and a maximum transaction amount to be charged; B. inform the cardholder of his/her right to receive, with at least ten (10) days notice before the transaction dale, a written notification o1 the amount and date of the next charge; and C. allow the cardholder to choose to receive notice in any of the following ways: (p for every charge; III) when the transaction amount is outside of the specified minimum and maximum amount range; and (111) when the transaction amount will differ from the most recent charge by more than an agreed upon amount. 20. Em tl�RAa Purchases: 20.1 ME NT is prohibited from conducting Cash Advances, Card Sales or returns for goods or services with the MERCHANT's owners, officers or employees using such individual's personal Card(s), except for bone fide Card Transactions in the ordinary course of MERCHANT's business. MERCHANT is responsible for the actions and omissions of MERCHANTS principals, officers, employees and agents, Including any fraud committed by, and/or any intentional or negligent acts or omissions by, any owner, officer or employee of MERCHANT. MISCELLANEOUS RULES 21. Llablllly of MERCHANT: 21.1 MERCFFIIANT shall be liable for all actions of its employees and agents and shall Insure that they comply with the RULES and all LAWS. 22. S of Information: 22.1 MERCHANTS must submit all information requested by the CARD BRANDS, TMS, and BANK. Including, but not limited to, lists and mailing addresses of terminals. 22.2 A MERCHANT shall not sell, purchase, provide, or exchange account number information in the forth of transaction receipts, carbon copies of transaction receipts, mailing lists, tapes, or other media obtained by reason of a SALE to any third parry other than to the MERCHANTS agents for the purpose of assisting the MERCHANT in its business; or to the CARD BRANDS, TMS and/or BANK; or pursuant to a govemment request. ATM/DEBIT NETWORK RULES NOTICE: The following summary of NETWORK RULES only applies to ATM/Debit transactions that are processed by a Cardholder entering a PIN. Such ATM/Debit transactions are subject to the rest of the Agreement, as applicable, except to the extent the terms of the NETWORK RULES summary directly conflicts with another provision of this Agreement, in which case, the terms of this NETWORK RULES summary will control. The following information is a summary of common miss that are specific to ATM/Debit Network transactions; however card acceptance, processing and chargeback procedures are subject to change. If there are any differences between the NETWORKS' regulations and these Rules, the NEWORKS' 201504 Mainstream Merchant Services, Inc. Merchant TBCs Page 15 of 21 CONFIDENTIAL regulations will prevail In every Instance. To the extent these RULES or the NETWORKS' regulations conflict with applicable local, state, or federal laws, rules, or regulations, such local, state, or federal laws, rules or regulations shall govern. ATMIDEBIT NETWORK CARD ACCEPTANCE PROCEDURES 1. Discrimination: 1.1 MERCHANT shall not require cardholders to provide personal Information (such as telephone number or address) as a condition for honoring a CARD, unless required by the RULES. 1.2 MERCHANT may not require or request the cardholders signature or any other means of verifying the cardholder's identity. 1.3 MERCHANT shall place the PIN Entry Device in an area accessible by all cardholders and that can reasonably prevent others from observing the entered PIN. 1.4 MERCHANT shall not request or require the cardholder to provide or disclose their PIN in any chat or written manner to the MERCHANT. 2. SALES DRAFTS: 2.1 MERCHANT shall deliver to the cardholder at the time of a SALE a true and completed copy of the SALES DRAFT evidencing a SALE involving use of a CARD. The SALES draft must comply with the requirements of all RULES, and LAWS. 2.2 The following information must be included on the SALES DRAFT: (i) CARD account number, (iq MERCHANT's DBA name; (III) MERCHANTS city and state: (iv) amount of SALE; and (v) SALE date. 2.3 A SALES DRAFT shall be made available to the cardholder at each terminal. 2.4 MERCHANT may not require or request the cardholder to divulge the PIN belonging to that cardholder. 2.5 MERCHANT shall not impose any fee or charge without the prior written consent of TMS and BANK. If surcharging is approved by TMS and BANK, it must be a separate line item on the SALES draft and must be in compliance with all NETWORKS' rules, and LAWS. 2.6 MERCHANT shall not process any SALE if the terminal does not receive an authorization code. When a denial to an authorization request is received, the POS transaction shall not be completed, unless completed as a MERCHANT Store and Forward Transaction or Resubmission Transaction. 2.7 A SALE shall not be completed if the MERCHANT knows or should know that the SALE is fraudulent or not authorized by the cardholder. 2.8 A SALE may be reversed or voided electronically, but only if such reversal/void is entered prior to midnight of the calendar day on which the SALE was initiated. To effect a reversal or vold. cardholder must re-enter the PIN, the magnetic stripe reader must read the card, and MERCHANT must transmit the trace number and the exact dollar amount of the SALE to be reversed or voided. A reversal or void must be initiated at the same MERCHANT identified on the SALES draft at which the original SALE was initiated, but need not be initialed at the same POS terminal. 2.9 All returns shall be processed in accordance with the MERCHANTS normal procedures, except that MERCHANT or cardholder shall not attempt to reverse a previously approved POS Transaction, unless otherwise permitted in accordance with the rules. 2.10 Any SALES known by the MERCHANT to be erroneous should be canceled and re -billed, in the cardholders presence. 2.11 Balance inquiries may be performed only by the cardholder at a cardholder -operated terminal and shall at all times require the cardholder to enter the PIN and use the magnetic stripe reader. 3. SALES DRAFTS - Distribution and Staragqe of Information: 3.1 MERCHANT shall not disclose a cardholdela account information or any other personal information to third parties other than to MERCHANT's agents for the purpose of completing the SALE or as specifically required by law or by the RULES. 3.2 MERCHANT shall store in a limited access area for at least one (1) year after the date of SALES all transaction records and MERCHANT shall make and retain for at least two (2) years the original or legible microfilm copies of both sides of all transaction records; Prior to discarding, MERCHANT shall destroy or make unreadable all material containing cardholder account numbers. 3.3 There are no voice authorizations for transactions and no manually imprinted SALES drafts. CHARGEBACKS 4. General: 4.1 MERCHANT agrees to pay TMS end/or BANK for any NETWORK fees, fines or charges imposed on MERCHANT or TMS and BANK. Such reimbursement will be accomplished by the debit of the sum(s) involved from the MERCHANTS DESIGNATED ACCOUNT. 4.2 Failure to comply with the RULES will increase MERCHANTS exposure to CHARGEBACKS. 4.3 TMS agrees to mail all CHARGEBACK documentation to MERCHANT promptly to MERCHANTS address shown on AGREEMENT. MERCHANT agrees to respond promptly to all CHARGEBACKS. If TMS and BANK elect, at their discretion, to take action an CHARGEBACKS after the NETWORK time limits have expired, such action shall be done at additional cast. Upon request of NETWORK, TMS, or BANK, the MERCHANT will retrieve and forward to TMS, within the time frame required by the NETWORKS, either the original or a readable copy of the Temlinal journal tape or duplicate transaction receipt for the transaction in question and. if requested, will give the NETWORK such information tram such transaction records as it requests by telephone. The MERCHANT will, on request of the NETWORK, cooperate fully with the NETWORK and the card -issuing participant in order that the participant may comply with the error resolution procedures. 5. Monitodna Programs: 5.1 If certain monitoring programs identity MERCHANT. TMS's and BANK's ability to reverse CHARGEBACKS can be severely restricted. 5.2 Certain Monitoring Programs review the number of Lost, Stolen and Counterfeit CARDS accepted by MERCHANT in its normal course of business. The purpose of these Programs is to reduce the use of LosL Stolen and Counterfeit CARDS. 2015" Mainstream Merchant Services, Inc. Merchant TBCs Page 16 of 21 CONFIDENTIAL 5.3 In the event that MERCHANT is Identified under these PROGRAMS as exceeding the acceptable threshold value of such CARDS, MERCHANT may become liable for CHARGEBACKS and SALES on Lost, Stolen, or Counterfeit CARDS regardless of the CARD ACCEPTANCE PROCEDURES followed, and AGREEMENT may be terminated on notice by TMS and BANK. OPERATIONAL REQUIREMENTS 6. MERCHANT Name and Address: 6.1 All forms submitted to TMS and BANK must bear both the corporate and 'Doing Business As' ('DBA') name. 7. Equipment: 7.1 A MERCHANT shall lake all necessary steps to Insure that all POS Terminals and PIN Pads operated in all of its locations: A. are placed in an area accessible by all cardholders; B. are available for use whenever open for business; C. will function with a minimum of error meeting all applicable technical specifications and security regulations; and D. will require the carcholder to enter the cardholders PIN at or near the checkout location when initiating a POS Transaction. 7.2 A PIN pad or PIN processor must meet the ANSI standard format X9.8, 1995 or newer requirements, as they are released. 7.3 Terminals must have a Magnetic Stripe reader capable of reading Track 2 on the CARDS. 7A PINS used in conjunction with any store and forward transaction or MERCHANT resubmission must be encrypted and stored within a Tamper Resistant Security Module. 7.5 If MERCHANTS authorization system is capable of store and forward, it must comply with the NETWORKS's rules and regulations regarding this capability. TMS, BANK, the Issuer, and the NETWORKS shall not be liable for any losses suffered by a MERCHANT arising from the use of the store and (onward function. 7.6 A PIN must never be logged in any form as a function of software either in the dear or encrypted. B. Left CARDS: 8.1 CARDS that are inadvertently left at a MERCHANT location must be held under dual control during the time they are retained. 8.2 CARDS inadvertently left at a MERCHANT location may be returned to the cardholder by MERCHANT under the following conditions: (i) the CARD was inadvertently left by the cardholder at an on -premise location, and (11) the cardholder requests the CARD within one business day, and (ill) the cardholder provides two forms of current Identification, one of which is a photo Identification. 8.3 If the cardholder has not requested the CARD within one business day, the CARD should be destroyed by cutting it in half through the stripe and processed In the normal manner. 9. Security Features: 9.1 TMS, BANK, NETWORK or their designated agent, on behalf of itself or others, shall have the right to inspect MERCHANTS security systems and procedures from time to time. TMS DISCOVER AGREEMENT Important Note: BANK Is not a party to the TMS Discover Agreement and has no responsibility under It. MERCHANT acknowledges and agrees that BANK and Its affiliates have no obligation or liability whatsoever for: (1) products or services provided under the TMS Discover Agreement, or (2) any actions or omissions of TMS or ISO with respect to the TMS DiscovertAgreement. MERCHANT agrees that any claims or disputes arising out of the foregoing will be resolved without Involving BANK and that BANK is entitled to real on MERCHANT's 9 ementa In this r pJ1 THIS Agreement ("TMS DISCOVER AGREEMENT'), by and between 7'SYS MERCHANT StSLUTIONS, LLC ("7�Sr), IS6, and MERCHANT, shall become effective on the dale executed or approved by a duly authorized representative of TMS. TMS, ISO, and MERCHANT shall be collectively known hereafter as the "PARTIES" WHEREAS, First National Bank of Omaha. ISO, and MERCHANT are PARTIES to a Merchant Transaction Processing Agreement (together with Its addenda, attachments, and schedules shall be hereinafter known as the "AGREEMENT"); and WHEREAS, TMS has a relationship with the Discover Network ('DISCOVER'); and WHEREAS, the PARTIES desire to enter into this TMS DISCOVER AGREEMENT under which TMS and ISO will provide payment processing services as to DISCOVER transactions. NOW THEREFORE, in consideration of the mutual promises made herein, and other valuable consideration, receipt and sufficiency, of which am hereby acknowledged, the PARTIES do hereby agree as follows: 1. Terms set forth herein, which are typed in all capitalized letters and not defined herein, shall have the same meaning as set out in the AGREEMENT. 2. The terms of the AGREEMENT, including the Merchant Application, ere hereby incorporated by reference into this TMS DISCOVER AGREEMENT. References to BANK under the AGREEMENT shall be replaced with references to TMS. References to VISA, Inc. CVISA') and MasterCard International, Inc. CMASTERCARD") under the AGREEMENT shall be replaced with reference to DISCOVER. DISCOVER shall replace references to VISA and MASTERCARD under the definition of 'CARD BRANDS- under the AGREEMENT. Financial service cards issued by DISCOVER shall replace references to financial services cards issued by VISA and MASTERCARD under the definition of'CARDS' under the AGREEMENT. Sales transactions using DISCOVER CARDS shall replace references to Sales transactions using VISA and MASTERCARD cards under the defiqfis�naiittiri/1o((n��1of'SA�pLEryS�' qu1nr�d�er the AGREEMENT. The rules and regulations of DISCOVER, which may be accessed at definition ory'RULES�mmary.cgp), shall replace references to the rules and regulations of VISA and MASTERCARD under the un er a AGREEMENT. MERCHANT agrees to comply with and assure that Merchant Providers comply with the Discover Information Security and Compliance ('DISC') (found at hfto://v.discovemetwork.comHreudsemdty/dlsc.html). 201506 Mainstream Merchant Services, Inc. Merchant TBCs Page 17 of 21 CONFIDENTIAL 3. MERCHANT agrees to pay TMS and ISO the FEES related to DISCOVER as set out on the Merchant Application. 4. This TMS DISCOVER AGREEMENT, together with any amendments, attachments, exhibits, schedules, and the terms of the AGREEMENT as modified and Incorporated herein, constitutes the entire agreement between the PARTIES as to transaction processing for DISCOVER, and any other representations, inducements, promises, or agreements not contained herein shall be of no force and effect as to transaction processing. 5. Except as staled, ISO, TMS, and MERCHANT reaffirm the obligations of each as they are contained In the terms of the AGREEMENT as incorporated hereunder. AMERICAN EXPRESS OPTBLUE— PROGRAM AGREEMENT Important Nola: BANK is not a party to the American Express OptBlue Program Agreement and has no responsibility under IL MERCHANT acknowledges and agrees that BANK and their affiliates have no obligation or liability whatsoever for: (1) AMERICAN EXPRESS transactions whether under the American Express OptBlue Program Agreement, the Merchant Transaction Processing Agreement or otherwise; or (2) any actions or omissions of ISO or AMERICAN EXPRESS. MERCHANT agrees that any claims or disputes arising out of the foregoing will be resolved without Involving BANK and that BANK Is entitled to rely on MERCHANT's agreements in this paragraph. THIS Agreement ("AMERICAN EXPRESS OPTBLUE PROGRAM AGREEMENT), by and between ISO and MERCHANT, shall become effective on the date executed or approved by a duly authorized representative of ISO. ISO and MERCHANT shall be collectively known hereafter as the "Parties " WHEREAS, First National Bank of Omaha, ISO, and MERCHANT are PARTIES to a Merchant Transaction Processing Agreement (together with its addenda, attachments, and schedules shall be hereinafter known as the "AGREEMENT"); and WHEREAS, TSYS Acquiring Solutions, LLC has a relationship with American Express Travel Related Services Company, Inc. (-AMERICAN EXPRESS-); and WHEREAS, the PARTIES desire to enter into this AMERICAN EXPRESS OPTBLUE PROGRAM AGREEMENT under which ISO will provide payment processing services as to AMERICAN EXPRESS transactions. NOW THEREFORE, in consideration of the mutual promises made herein, and other valuable consideration, receipt and sufficiency of which are hereby acknowledged, the PARTIES do hereby agree as follows: Terms set forth herein, which are typed in all capitalized letters and not defined herein, shall have the same meaning as set out In the AGREEMENT. The terms of the AGREEMENT, including the Merchant Application, are hereby incorporated by reference Into this AMERICAN EXPRESS OPTBLUE PROGRAM AGREEMENT, except that no references to BANK under the AGREEMENT shall apply herein. MERCHANT agrees to pay ISO the FEES related to AMERICAN EXPRESS as set out on the Merchant Application. The following tarns and conditions apply to MERCHANTs participation in the AMERICAN EXPRESS OptBluesu Program ("AMERICAN EXPRESS CARD ACCEPTANCE"): MERCHANT's participation in AMERICAN EXPRESS CARD ACCEPTANCE is subject to the approval of AMERICAN EXPRESS. MERCHANT authorizes ISO and/or Its affiliates to submit AMERICAN EXPRESS SALES To, and receive settlement on such SALES from, AMERICAN EXPRESS on behalf of MERCHANT. MERCHANT agrees that ISO may disclose to AMERICAN EXPRESS information regarding MERCHANT and MERCHANTS SALES to AMERICAN EXPRESS, and that AMERICAN EXPRESS may use such information to perform its responsibilities in connection with AMERICAN EXPRESS CARD ACCEPTANCE, promote AMERICAN EXPRESS, perform analytics and create reports, and for any other lawful business purposes, including commercial marketing communications purposes within the parameters of AMERICAN EXPRESS CARD ACCEPTANCE, and important tronsactional or relationship communications from AMERICAN EXPRESS. AMERICAN EXPRESS may use the information about MERCHANT obtained in the AGREEMENT at the time of setup to screen and/or monitor MERCHANT in connection with AMERICAN EXPRESS marketing and administrative purposes. MERCHANT agrees It may receive messages from AMERICAN EXPRESS, Including important information about AMERICAN EXPRESS products, services, and resources available to its business. These massages may be sent to the mailing address, phone numbers, email addresses or fax numbers of MERCHANT. MERCHANT may be contacted at its wireless telephone number and the communications sent may include autodialed short message service (SMS or "teat") messages or automated or prerecorded calls. MERCHANT agrees that it maybe sent fax communications. MERCHANT may opt-aut of receiving future commercial marketing communications from AMERICAN EXPRESS by contacting ISO. Note that MERCHANT may continue to receive marketing communications while AMERICAN EXPRESS updates Its records to reflect this choice. Opting out of commercial marketing communications will not preclude MERCHANT from receiving Important transactional or relationship messages from AMERICAN EXPRESS. MERCHANT acknowledges that It may be converted from AMERICAN EXPRESS CARD ACCEPTANCE to a direct relationship with AMERICAN EXPRESS if and when Its SALES volumes exceed the eligibility thresholds for AMERICAN EXPRESS CARD 2e15e4 Mainstream Merchant Services, Inc. Merchant TACs Page 18 of 21 CONFIDENTIAL ACCEPTANCE. If this occurs, upon such conversion, (i) MERCHANT will be bound by AMERICAN EXPRESS'thencument Card Acceptance Agreement; and I) AMERICAN EXPRESS will set pricing and other fees payable by MERCHANT. MERCHANT shall not assign to any third parry any payments due to it under AMERICAN EXPRESS CARD ACCEPTANCE, and all indebtedness arising from SALES will be for bona fide sales of goods and services (or both) at its business locations and free of liens, claims, and encumbrances other than ordinary sales taxes; provided, however, that the MERCHANT may sell and assign future SALES receivables to ISO. its affiliated entities and/or any other cash advance funding source that partners with ISO or its affiliated entities, without consent of AMERICAN EXPRESS. Notwithstanding the foregoing, ISO prohibits MERCHANT from selling or assigning future SALES receivables to any third party. Notwithstanding anything in the AGREEMENT to the contrary, AMERICAN EXPRESS shall have third -party beneficiary rights, but not obligations, to the tars of the AGREEMENT applicable to AMERICAN EXPRESS CARD ACCEPTANCE to enforce such terms against MERCHANT, MERCHANT may opt out of accepting AMERICAN EXPRESS at any time without directly or indirectly affecting Its rights to accept other CARD BRANDS. ISO shall have the right to terminate MERCHANTS participation in AMERICAN EXPRESS CARD ACCEPTANCE immediately upon written notice to MERCHANT (1) 9 MERCHANT breaches any of the provisions of this AMERICAN EXPRESS OPTBLUE PROGRAM AGREEMENT or any other terms of the AGREEMENT applicable to AMERICAN EXPRESS CARD ACCEPTANCE, or (0) for muse or fraudulent or other activity, or upon AMERICAN EXPRESS'request In the event MERCHANTS participation in AMERICAN EXPRESS CARD ACCEPTANCE is terminated for any reason. MERCHANT must immediately remove all AMERICAN EXPRESS branding and marks from MERCHANT's website and wherever else they are displayed. MERCHANT'S refund policies for AMERICAN EXPRESS SALES must be at least as favorable as its refund policy for purchase on any other CARD BRAND, and the refund policy must be disclosed to cardholders at the time of purchase and In compliance with LAWS. MERCHANT may not bill or attempt to collect from any cardholder for any AMERICAN EXPRESS SALE unless a CHARGEBACK has been exercised. MERCHANT has fully paid for such CHARGEBACK, and it otherwise has the night to do so. MERCHANT must accept AMERICAN EXPRESS s t payment for goods and services (other than those goods and services prohibited by this AMERICAN EXPRESS OPTBLUE PROGRAM AGREEMENT, the AGREEMENT, or the RULES) sold, or (if applicable)for charitable contributions made at all of its business locations and websites, except as expressly permitted by stale statute. MERCHANT is jointly and severally liable for the obligations of MERCHANT's business locations and websiles under the AGREEMENT. In the event that MERCHANT or ISO is not able to resolve a Claim against AMERICAN EXPRESS, or a Claim against ISO or any other entity that AMERICAN EXPRESS has a right to join in resolving a Claim, this section explains how Claims can be resolved through arbitration. MERCHANT or AMERICAN EXPRESS may elect to resolve any Claim by individual, binding arbitration. Claims are decided by a neutral arbitrator. H arbitration is chosen by any party, neither MERCHANT nor ISO nor AMERICAN EXPRESS will have the right to litigate that Claim In court or have ajury trial on that Claim. Further, MERCHANT, ISO, and AMERICAN EXPRESS will not have the night to participate in a representative capacity or as a member of any class pertaining or be a named party to a class-action with respect to any Claim for which any party elects arbitration. Arbitration procedures are generally simpler than the rules that apply In court, and discovery Is mom limited. The arbitrator's decisions are as enforceable as any count order and are subject to very limited review by a court. Except as set forth below, the arbitrators decision will be final and binding. Other rights MERCHANT, ISO, or AMERICAN EXPRESS would have In court may also not be available In arbitration. 1. Initiation of Arbitration. Claims will be referred to either JAMS or AAA, as selected by the party electing arbitration. Claims will be resolved pursuant to this Arbitration Agreement and the selected organization's rules in effect when the Claim is filed, except where those rules conflict with the AGREEMENT. Contact JAMS or AAA to begin an arbitration or for other Information. Claims may be referred to another arbitration organization if all parties agree in writing, or to an arbitrator appointed pursuant to section 5 of the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (FAA). Any arbitration hearing that MERCHANT attends shall take place in New York, New York unless all parties agree to an alternate venue. It. Limitations on Arbitration. If any party elects to resolve a Claim by arbitration, that Claim will be arbitrated on an Individual basis. There will be no right or authority for any Claims to be arbitrated on a class action basis or on bases involving Claims brought In a purported representative capacity on behalf of the general public, other merchants or other persons or entities similarly situated. The arbitrators authority is limited to Claims between MERCHANT. ISO, and AMERICAN EXPRESS. Claims may not be joined or consolidated unless all parties to this agreement agree in writing. An arbitration award and any judgment confirming it will apply only to the specific case brought by MERCHANT, ISO or AMERICAN EXPRESS and cannot be used in any other case except to enforce the award as between MERCHANT. ISO and AMERICAN EXPRESS. This prohibition is intended to, and does, produce MERCHANT from participating in any action by any trade association or other organization against AMERICAN EXPRESS. Notwithstanding any other prevision and without waiving the right to appeal such decision, if any potion of these Limitations on Arbitration Is deemed invalid or unenforceable, then the entire Arbitration provision (other than this sentence) will not apply. III. Previously Filed ClaimsiNo Waiver. MERCHANT, ISO, or AMERICAN EXPRESS may elect to arbitrate any Claim that has been filed In court at any time before trial has begun or final judgment has been entered on the Claim. MERCHANT, ISO, or AMERICAN EXPRESS may choose to delay enforcing or to not exercise rights under this arbitration provision, Including the right to elect to arbitrate a Claim, without waiving the right to exercise or enforce those rights on any other occasion. For the avoidance of any 201504 Mainstream Merchant Services, Inc. Merchant TSCs Page 19 of 21 CONFIDENTIAL confusion, and not to limit its scope, this section applies to any class-action lawsuit relating to the 'Honor All Cards; 'non- disclminabon; or 'no stewing' provisions of the American Express Merchant Regulations, or any similar provisions of any prior American Express Card acceptance agreement, that was filed against AMERICAN EXPRESS prior to the effective date of the AGREEMENT. iv. Arbitrators Authority. The arbitrator shall have the power and authority to award any relief that would have been available in court, including equitable relief (e.g., injunction, specific performance) and cumulative with all other remedies, shall grant specific performance whenever possible. The arbitrator shall have no power or authority to alter the AGREEMENT or any of its separate provisions, including this section, nor to determine any matter or make any award except as provided in this section. v. Split Proceedings for Equitable Relief. MERCHANT, ISO, or AMERICAN EXPRESS may seek equitable relief in aid of arbitration' prior to arbitration on the melts to preserve the status quo pending completion of such process. This section shall be enforced by any court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all reasonable attorneys' fees and costs. including legal fees, to be paid by the party against whom enforcement Is ordered. vi. Small Claims. AMERICAN EXPRESS shall not elect to use arbitration under this section for any Claim MERCHANT properly files in a small claims court so long as the Claim seeks individual relief only and is pending only in that court. vil. Governing Law/Arbitration Procedures/Entry of Judgment. This arbitration section is made pursuant to a transaction involving interstate commerce and is governed by the FAA. The arbitrator shall apply New York law and applicable statutes of limitations and shall honor claims of privilege recognized by law. The arbitrator shall apply the rules of the arbitration organization selected, as applicable to mattem relating to evidence and discovery, not the federal or any state rules of civil procedure or rules of evidence, provided that any party may request that the arbitrator to expand the scope of discovery by doing so in writing and copying any other parties, who shall have fifteen (15) days to make objections, and the arbitrator shall notify the parties of his/her decision within twenty (20) days of any objecting parry's submission. If a Claim is for $10,000 or less, MERCHANT or AMERICAN EXPRESS may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in -person hearing as established by the rules of the selected arbitration organization. At the timely request of a party, the arbitrator shall provide a written and reasoned opinion explaining his/her award. The arbitrators decision shall be final and binding, except for any rights of appeal provided by the FAA. If a Claim is for $100,000 or more, or includes a request for injunctive relief, (a) any party to this AGREEMENT shall be entitled to reasonable document and deposition discovery, Including (a) reasonable discovery of electronically stored information, as approved by the arbitrator, who shall consider, inter sills, whether the discovery sought from one party is proportional to the discovery received by another party, and (y) no less than five depositions per party; and (b) within sixty (60) days of the initial award, either party can file a notice of appeal to a three -arbitrator panel administered by the selected arbitration organization, which shall reconsider de nave any aspect requested of that award and whose decision shall be final and binding. If more than sixty (60) days after the written arbitration decision Is issued the losing party fails to satisfy or comply with an award or file a notice of appeal, if applicable, the prevailing party shall have the right to seek judicial confirmation of the award in any state or federal court where MERCHANT's headquarters or MERCHANTs assets are located. vill. Confidentiality. The arbitration proceetling and all testimony, flings, documents, and any information relating to or presented during the proceedings shall be deemed to be confidential Information not to be disclosed to any other parry. All offers, promises, conduct, and statements, whether written or oral, made in the mums of the Claim resolution process. Including but not limited to any related negotiations, mediations, arbitration, and proceedings to confirm arbitration awards by either party, its agents, employees. experts or attorneys. or by mediator or arbitrator, including any arbitration award or judgment related thereto, are confidential and inadmissible for any purpose, including impeachment or estoppel, in any other litigation or proceeding involving any of the parties or non-parties; provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non discoverable as a result of its use in the negotiation, mediation, or arbitration. bi Costs of Arbitration Proceedings. MERCHANT will be responsible for paying MERCHANTS share of any arbitration fees (including filing, administrative, hearing or other fees), but only up to the amount of the filing fees MERCHANT would have incurred if MERCHANT had brought a Claim in court. AMERICAN EXPRESS will be responsible for any additional arbitration fees. At MERCHANTs written request, AMERICAN EXPRESS will consider in good faith making a temporary advance of MERCHANT's share of any arbitration fees, or paying for the reasonable fees of an expert appointed by the arbitrator for good cause. x. Additional Arbitration Awards. If the arbitrator rules in MERCHANT's favor against AMERICAN EXPRESS for an amount greater than any final settlement offer AMERICAN EXPRESS made before any arbitration award, the arbitrators award will include: (1) any money to which MERCHANT is entitled as determined by the arbitrator, but in no case less than $5,000; and (2) any reasonable attorneys' tees, costs and expel and other witness fees incurred by MERCHANT. A. Definitions. For purposes of the above arbitration provisions only, (1) AMERICAN EXPRESS includes any of its affiliates, licensees, predecessors, successors, or assigns, any purchasers of any receivables, and all agents, directors, and representatives of any of the foregoing, and (II) MERCHANT includes any of MERCHANTs affiliates, licensees, predecessors, successors, or assigns, any purchasers of any receivables and all agents, directors, and representatives of any of the foregoing, and (III) Claim means any allegation of an entitlement to relief, whether damages, injunctive or any other form of relief, against AMERICAN EXPRESS or against ISO or any other entity that AMERICAN EXPRESS has the right to join in resolving a Claim, including, a transaction using an AMERICAN EXPRESS product or network or regarding an AMERICAN EXPRESS policy or procedure. Except as expressly permitted by LAWS, MERCHANT must not: o Indicate or imply that it prefers, directly or indirectly, any other CARD BRANDS over AMERICAN EPRESS, 201504 Mainstream Merchant services, Inc. Merchant TBCs Page 20 of 21 CONFIDENTIAL o try to dissuade cardholders from using AMERICAN EXPRESS, o criticize or mischaracterize AMERICAN EXPRESS or any of Its services or programs, o try to persuade or prompt cardholders to use any other CARD BRANDS or any other method of payment (e.g., payment by check), o Impose any restrictions, conditions, disadvantages or fees when AMERICAN EXPRESS Is accepted that are not imposed equally on all other CARD BRANDS, except for electronic funds transfer, or cash and check, o suggest or require cardholders to waive their right to dispute any SALE, o engage in activities that harm the AMERICAN EXPRESS business or brand (or both), o promote any other CARD BRAND (except MERCHANTS own private label card that MERCHANT Issues far use solely at MERCHANTS business locations and websites) more actively than MERCHANT promotes AMERICAN EXPRESS, or o convert the currency of the original SALE to another currency when requesting authorization or submitting SALES (or both). MERCHANT may offer discounts or in -kind incentives from MERCHANTS regular prices for payments in cash, ACH funds transfer, check, debit card or credit/charge card, provided that (to the extent required by LAWS): (i) MERCHANT clearly and conspicuously disclose the terms of the discount or in -kind incentive to MERCHANTS customers, III) the discount or in -kind incentive is offered to all of MERCHANTS prospective customers, and (III) the discount or in -kind incentive does not differentiate on the basis of the issuer or, except as expressly permitted by applicable state statute, payment card network (e.g., Visa, MasterCard, Discover, JCB, American Express). The offering of discounts or in -kind incentives in compliance with the terms of this paragraph will not constitute a violation of the provisions set forth above. Whenever payment methods are communicated to customers, or when customers ask what payments are accepted. MERCHANT must indicate MERCHAN rs acceptance of AMERICAN EXPRESS and display AMERICAN EXPRESS' marks (including any AMERICAN EXPRESS card application forms provided to MERCHANT) as prominently and in the same manner as any other CARD BRANDS. MERCHANT must not use the AMERICAN EXPRESS marks in any way that injures or diminishes the goodwill assoclated with the mark, nor (without prior written consent from ISO) indicate that AMERICAN EXPRESS endorses MERCHANT'S goods or services. MERCHANT shall only use the AMERICAN EXPRESS marks as permitted by the AGREEMENT and shall cease using AMERICAN EXPRESS' marks upon termination of the AGREEMENT. For additional guidelines on the use of the AMERICAN EXPRESS marks, contact ISO. Any and all cardholder Information Is confidential and the sole property of the applicable Issuer, AMERICAN EXPRESS or Its affiliates. Except as otherwise specified, MERCHANT must not disclose cardholder information, nor use nor store it, other than to facilitate SALES at MERCHANTs business locations and websites in accordance with the AGREEMENT. MERCHANT must ensure that It and any third parties it enlists to facilitate SALES processing complies with the American Express Technical Specifications (available at www.tsystransaclionsummery.com) (valid and accurate data must be provided for all data elements in accordance with the American Express Technical Specifications). Failure to comply with the American Express Technical Specifications may Impact Merchant's ability to successfully process SALES. MERCHANTS may be assessed non-compliance fees if MERCHANT fails to comply with the Technical Specifications. To ensure compliance with the Technical Specifications, MERCHANTS should work with ISO. MERCHANT must comply with and assure that Merchant Providers comply with the American Express Data Security Operating Policy ('DSOP') (found at .amertcane reas.com/datasecuriN), the American Express Program Merchant Data Security Requirements (found at uwfw g , mrgs.fumN j. coru ons.asnx) and the American Express Information Protection Contract Requirements {IPCR ound at www.mains reamms.com/femnsandomx itmns:asox). 201504 Mainstream Merchant services, Inc. Merchant TSCs Page 21 of 21 CONFIDENTIAL