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HomeMy WebLinkAboutIT17-424 - Original - Elavon, Inc. - ShoWare EMV Chip Card Readers - 07/29/2017 01 Records, M EN Document N',n;rn�r�,,arono CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office, All portions are to be completed... If' you have questions, please contact City Clerk's Office. Vendor blame: Elavon Vendor plumber: 1562347 JD Edwards Number Contract Plumber: I _ l -��' This is assigned by City Clerk's Office Project Fume: Accesso-Sirius are ShoWare EMV Chip Card Readers Description: ❑ Interlocal Agreement ❑ Change Order ® Amendment ❑ Contract El Other: Contract Effective Date: Termination Date: Contract Renewal Notice (Days): 30 Number of days required notice for termination or renewal or amendment Contract Manager: James Endicott Department: Information Technology Contract Amount: $49,602.30 Approval Authority: ❑ Department Director mayor E City Council Detail: ( .e. address, location, parcel number, tax id, etc.): As of: 08/'27/14 Q CD 0 0 0 CD 0 w Cfi C I CJ 0 Cr? co 0 LO �D lzr Cl) 04 C-� 0) <D C) U') N 0 LO (o as 'IT (:; 0 co x C) Co o Ca co co Lr) C,4 0 C6 Gi r N cn N a CD 0 x e- L) C> C o q q m 0 a) 06 w Ln N 0 0 t� CO 0) 04 CL Cli "IL o L) C/) x Ns CN 00 cu a) UJ 00 (N a) m Itt n (Y) Z 0') 0 4 � � o c 0 qy o 0 E co (D It (10 — " LO < (D F- D L: 0 0 00 C > 0 (D E �: w m 0 0 0 > < a- 0 0 ro m - a a) Q) OL cC Q 4) > > r E N a 04 0 W a) a) LO X a) E a) 0 (D Co E :5 N CO r- a) CO m 0 M :3 C:) E CD >N CO— u E E C� C) 0 0 C 00 CO 0 0 C) 0 C3 Rsc DL > Neat < < a. a) E o E = - bi > 0 U) U) Q) 0 5 Lr) < �e IL m U) C14 CO -C CL w IL a) (0 LL (3) 0 r) cu > > o 0- ui W i w 0 (D 0 Q 0 7 -C x LL ti > 0 0 >1 :, w Ln co La— .2 .= -a a) (D E (D a) o o a r c —0 uj Ln lu -a o co T 0 a " E col-L W --M 0 o " 0 E 0) a (D "Z3 Cl (D 0 N < o E -0 a) 0 (D CL E = U) " c) :t-- E c 2 q F- 0 - (n z) CL cc 0 c (N co m- < E Showare Center Amendment 8030203700(v.6.23.17)FINAL AMENDMENT TO THE COMPANY APPLICATION This Amendment to the Company Application (the "Amendment") is entered into and effective as of the Amendment Effective Date (defined below) by and between Elavon, Inc. ("Elavon") and City of Kent d/b/a ShoWare Center (Merchant Identification Number 8030203700), ("Company"). This Amendment modifies and amends certain terms of the current Company Application dated June 24, 2016 (the "Application") as further set forth below and, except as expressly agreed by the parties in writing, any successor or subsequent version of the Application then-in-effect as periodically updated by Elavon. The Company Application, the TOS and the Operating Guide, as well as all attachments, schedules and exhibits to any of the foregoing, are collectively referred to herein as the ("Agreement'). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to them elsewhere in the Agreement. NOW THEREFORE, in consideration of the mutual benefits accruing to the Parties hereto and other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged,the Parties agree as follows: ADDENDUM TO THE TERMS OF SERVICE FOR GOVERNMENTANSTITUTIONAL COMPANIES Section A—General Provisions 1) The following provisions hereby replace the like-numbered provisions of the Terms of Service ("TOS") or are hereby inserted or deleted from the TOS,as indicated, for Companies operating under the Agreement. a) Section (A)(4)(d) Chargebacks is revised to read as follows: "d. Chargebacks. Company is responsible to Elavon and Member for all Transactions returned to Elavon or Member for whatever reason, including all Chargebacks. Company will pay Elavon and Member for all Chargebacks. Company agrees to accept for Chargeback, and will be liable to Elavon and Member in the amount of any Transaction for which the Customer or Issuer disputes the validity of the Transaction for any reason under the Payment Network Regulations. Company authorizes Elavon and Member to offset from funds due Company for Transaction activity or to debit the DDA or the Reserve Account for the amount of all Chargebacks including, as applicable, any currency fluctuations. Company will fully cooperate with Elavon and Member in complying with the Payment Network Regulations regarding all Chargebacks." b) Section (A)(5)(d)Indemnity is deleted. c) Section(A)(6)(a)(i) Security Agreement is deleted. d) Section (A)(6)(a)(ii)Perfection is deleted. e) Section (A)(S)(a)Accuracy of Information is revised to read as follows: 1 Showare Center Amendment 8030203700(v.6.23.17)FINAL "a.Accuracy of Information. Company represents and warrants to Member and Elavon that all information provided to Elavon in the Company Application, in the bid process if applicable, or otherwise in the Agreement is correct and complete. Company must promptly notify Elavon in writing of any material changes to such information, including, without limitation, any additional location or new facility at which Company desires to use the Processing Services provided under this Addendum, the form of entity, change in control, material changes to the type of goods and services provided and/or payments accepted, and how Transactions are completed (e.g., by telephone, mail, electronic commerce, or in person at Company's place of business). The notice must be received by Elavon at least ten (10) business days prior to the change. Company will promptly provide any additional information reasonably requested by Elavon. Elavon has the right to rely upon written instructions submitted by Company to request changes to Company's business information. Company may request written confirmation of Elavon's consent to the changes to the Company's business information. Company will be responsible for all losses and expenses incurred by Elavon or Member arising out of Company's failure to provide proper notice or requested information for any such change, and will not make any claims against Elavon or Member for any losses sustained by Company as a result of such failure. Elavon may immediately terminate the Agreement upon a material change to the information in the Company Application if such change is not approved by Elavon." f) Section (A)(8)(b) Indemnification is deleted and replaced with the following two sections: 'T Company Responsibilities. As between Company, Elavon and Member, Company will be responsible for, and at its own expense, defend itself against any suits, claims, losses, demands or damages arising out of or in connection with (A) any dispute with a Customer, Cardholder or any third party relating to any Transaction,(B) any action taken by Elavon or Member with respect to the DDA or Reserve Account in accordance with the Agreement, or (C) any breach by Company of any obligation under this Agreement. Company will not make any claims against Elavon or Member for any liabilities, claims losses, costs, expenses and demands of any kind or nature, arising out of or in connection with any of the foregoing suits, claims, losses,demands or damages." "ii. Elavon Responsibilities. Elavon will be responsible for and will at its own expense defend itself against any suits, claims, losses, demands or damages arising out of (A) Elavon's breach of the Agreement, or (B) Elavon's negligence, gross negligence or willful misconduct." g) Section (A)(9)(a) Organization is revised to read as follows: "a. Organization. Company is validly existing and duly organized under the laws of the jurisdiction in which it was formed with all necessary authority, qualifications, licenses and registrations necessary to conduct its business, in all jurisdictions where Company conducts business." h) Section (A)(10)(a)Audit is revised to read as follows: 2 Showare Center Amendment 8030203700(v.6.23.17)FINAL "a. Audit. In the event that Elavon or Member reasonably suspects that they are subject to a financial or reputational risk due to Company's actions or omissions, Company authorizes Elavon and Member to perform an audit or inspection of Company's operations to confirm compliance with the Agreement upon reasonable advance notice and at Elavon's or Member's expense. Company agrees to cooperate, in good faith,with any such audit conducted by Elavon or Member. Further, Company acknowledges and agrees that the Payment Networks have the right to audit Company's business to confine compliance with the Payment Network Regulations." i) Section (A)(10)(b)(i)Authorizations is revised to read as follows: "i. Authorizations. Company authorizes Elavon and Member to make, from time to time, any business credit or other inquiries they consider necessary to review the Company Application or continue to provide services under the Agreement. Company also authorizes any person or credit reporting agency to compile information to answer those credit inquiries and to furnish that information to Elavon." j) Section (A)(10)(b)(ii) Financial Information is revised to read as follows: "ii. Financial Information. Upon the request of either Elavon or Member, Company will provide Elavon and Member audited financial statements prepared by an independent certified public accountant selected by Company, or if Company is audited by a governmental authority, then Company will provide financial statements from such governmental authority. Within one hundred twenty (120) days after the end of each fiscal year(or in the case of a government entity,when available), Company will furnish Elavon and Member, as requested, a financial statement of profit and loss for the fiscal year and a balance sheet as of the end of the fiscal year, each audited as provided above. Company shall also provide Elavon and Member such interim financial statements and other information as Elavon or Member may request from time to time." k) Section (A)(13)Personal Guaranty is deleted. 1) Section (A)(14)(a)Products or Services is revised to read as follows: "a. Products or Services. Company may desire to use a Value Added Servicer to assist Company with its Transactions. Company shall not utilize any such third parties unless Company has disclosed such use to Elavon previously in writing, and unless such Value Added Servicer is fully compliant with all Laws and Payment Network Regulations. Any Value Added Servicer used by Company must be registered with the Payment Networks prior to the performance of any contracted services on behalf of Company. Further, as between the parties to this Agreement, Company will be bound by the acts and omissions of its Value Added Servicer and Company will be responsible for compliance by such Value Added Servicer with all Laws and Payment Network Regulations. Company will be responsible for any loss, cost, or expense incurred in connection with or by reason of Company's use of any third parties, including Value Added Servicers.Neither Elavon nor Member is responsible for any Value Added Servicer or for the products or services offered by such Value Added Servicer, nor are they responsible for any Transaction until Elavon receives data for the Transaction in the format required by Elavon. A Value 3 Showare Center Amendment 9030203700(v.6.23.17)FINAL, Added Servicer's access to or ability to integrate with the products, services and systems of Elavon may terminate at any time and Elavon shall have no obligation to advise Company of such termination." m) Section (A)(15)(b)(i) Termination, Company, the following is added as Section (A)(15)(b)(i)(cc): "cc. The Agreement may be terminated by Company in the event that sufficient legislative appropriation is not available, provided that Company gives Elavon and Member sixty(60)days' notice prior to termination." n) Section(A)(15)(c)(iii)Return to Elavon is revised to read as follows: "iii. Return to Elavon. All Confidential Information,promotional materials, advertising displays, emblems, Transaction Receipts, Credit Transaction Receipts, and other forms supplied to Company and not purchased by Company or consumed in use will remain the property of Elavon and must be returned to Elavon or destroyed within thirty (30) days after termination of the Agreement" o) Section (A)(16)(d) MATCH TM and Consortium Company Negative File is revised to read as follows: "d. MATCHTM and Consortium Company Negative File. Company acknowledges that Member and/or Elavon is required to report Company's business name and the name of Company's principals to the MATCHTM listing maintained by MasterCard and accessed and updated by Visa and American Express, to the Consortium Company Negative File maintained by Discover, or to any other negative or terminated merchant file of any other Payment Network, if applicable, pursuant to the requirements of the Payment Network Regulations. Company specifically consents to the fulfillment of the obligations related to the listing by Elavon and Member, the listing itself, and Company waives all claims and liabilities Company hay have as a result of such reporting." p) Section(A)(16)(e) Security Program Compliance is revised to read as follows: "e. Security Program Compliance. Company must comply with the requirements of the Payment Card Industry (PCI) Data Security Standard (PCI DSS) including the Cardholder Information Security Program (CISP) of Visa, the Site Data Protection Program (SDP) of MasterCard, the Data Security DISC Program and the PCI DSS regulations of Discover Network, and the security programs of any other Payment Network or Issuer regarding which Company accepts a Payment Device, as applicable, and any modifications to, or replacements of such programs that may occur from time to time(collectively, "Security Programs"). Company shall also ensure that all Value Added Servicers from whom Company procures services or third party POS Devices comply with the requirements of the Security Programs. Upon request, Elavon will provide Company with the respective website links to obtain the current requirements of the Visa, MasterCard, and Discover Network Security Programs. Company is responsible for Company's own actions or inactions, those of Company's officers, directors, shareholders, employees and agents, including any Value Added Servicer (collectively, "Company's Agents"). Company shall be responsible for any liability, loss, cost, or 4 Showare Center Amendment 8030203700(v.6.23.17)FINAL expense resulting from the violation of any of the Security Program requirements by Company or any of Company's Agents." q) Section (A)(17)(a)Use of Trademarks is revised to read as follows: "a. Use of Trademarks. Company may use and display the promotional materials provided by Elavon on Company's premises as may be required or requested by the Payment Networks. Company's use of Visa, MasterCard and Discover Network marks, as well as marks of other Payment Networks, will fully comply with the Payment Network Regulations. Company's right to use all such marks will terminated upon termination of the Agreement or upon notice by a Payment Network to discontinue such use. Company's use of promotional materials provided by Visa, MasterCard, Discover Network, and/or other Payment Networks will not indicate, directly or indirectly, that Visa, MasterCard, Discover Network, or such other Payment Networks endorse any goods or services other than their own and Company may not refer to Visa, MasterCard, Discover Network or any other Payment Networks in stating eligibility for Company's products or services." r) Section (A)(17)(c)Passwords is revised to read as follows: "c. Passwords. If Company receives a password from Elavon to access any of Elavon's databases or services Company will: (i)keep the password confidential;(ii)not allow any other entity or person to use the password or gain access to Elavon's databases or services; (iii) be responsible for all action taken by any user of the password that obtained access to the password from Company; and (iv) promptly notify Elavon if Company believes Elavon's databases or services or Company's information has been compromised by use of the password. If Company receives passwords from a third party for products or services related to Transaction processing, Company must protect such passwords in the manner required by such third party and be responsible any losses, costs, or expenses that arise from Company's use or misuse of such third party passwords." s) Section (A)(18)(b)Governing Law in the United States is deleted. t) Section (A)(18)(c)Jurisdiction and Venue; Governing Law in Canada is deleted. u) Section (A)(18)(d)Exclusivity is deleted. v) Section (A)(18)(f)Assignability is revised as follows: 'T. Assignability. The Agreement may not be assigned by Company, directly or by operation of law, without the prior written consent of Elavon. If Company, nevertheless, assigns the Agreement without Elavon's consent, the Agreement will be binding on the assignee as well as Company. Elavon will not transfer or assign the Agreement without the prior written consent of Company, provided that such consent shall not be required for (i) the assignment or delegation to an affiliate of Elavon, or (ii) the assignment or delegation to any Person into or with which Elavon shall merge or consolidate, or who may acquire substantially all of Elavon's stock or assets." 5 Showare Center Amendment 8030203700(v.6.23.17)FINAL w) Section (A)(18)(g)Arbitration is deleted. x) Section (A)(18)(k)Attorney's Fees is deleted. y) Section (A)(18)(p) Amendments is revised as follows: "p. Amendments. Except as otherwise provided in the Agreement, amendments to the Agreement shall be in writing and signed by the parties. Notwithstanding the foregoing, Elavon and Member may amend or modify the Agreement,to the extent such changes are required by or attributable to changes in the Payment Network Regulations or other Laws, upon written notice to Company. Elavon or Member will inform Company of such a change in a periodic statement or other written notice, and such change will become effective not less than thirty (30) days following the issuance of the notice. Notwithstanding the previous sentence, changes to fees authorized by the Agreement will be effective upon notice to Company,unless a later effective date is provided." z) Section (A)(19) Provisions Applicable to Company's Acceptance of Transactions in Canada is deleted but only if Company is not accepting transactions in Canada. aa) Sections(A)(20)(h) Title; Quiet Enjoyment is replaced as follows: 11h. Title; Quiet Enjoyment. Lessor shall at all times retain title to the Leased Equipment. All documents of title and evidence of delivery shall be delivered to Lessor. Lessee hereby authorizes Lessor, at Lessee's expense,to cause the lease or any statement or other instrument in respect to the lease showing the interest of Lessor in the Leased Equipment including Uniform Commercial Code Financing Statements, to be filed or recorded and/or refiled and rerecorded, and grants Lessor the right to execute Lessee's name thereto. Lessee agrees to execute and deliver any statement or instrument requested by Lessor for such purpose, and agrees to pay or reimburse Lessor for any filing, recording or stamp fees or taxes arising from the filing or recording of any such instrument or statement. Lessee shall at its expense, protect and defend Lessor's title against all persons claiming against or through Lessee, at all times keep the Leased Equipment free from legal process or encumbrance whatsoever and, shall give Lessor immediate notice thereof and shall be responsible for any loss caused thereby. Lessee agrees to procure for Lessor, such estoppel certificates, landlord's or mortgagees' waiver or other similar documents as Lessor may reasonably request. Provided Lessee is not in default hereunder,Lessee shall quietly use and enjoy the Leased Equipment subject to the terms hereof." bb)Section (A)(20)(j)Net Lease; Taxes is replaced as follows: "j. Net Lease; Taxes. Lessee intends the rental payments hereunder to be net to Lessor, and Lessee agrees to pay any applicable sales, use, excise, personal equipment, stamp, documentary and ad valorem taxes, license and registration fees, assessment, fines, penalties and similar charges imposed on the ownership, possession or use of the Leased Equipment during the term of the lease. Lessee shall pay all applicable taxes (except Lessor's federal or state net income taxes) which may be imposed on Lessor or Lessee with respect to the lease payments hereunder or the ownership of the Leased Equipment. 6 Showwe Center Amendment 8030203700(v.6.23.17)FINAL Lessee shall pay as additional rent, any applicable taxes documented as paid or advanced by Lessor on behalf of Lessee. Lessee shall file personal equipment tax returns with respect to the Leased Equipment." cc) Section (A)(20)(k)Indemnity is replaced as follows: "k.Responsibility of Lessor. As between Lessor and Lessee, Lessee will be responsible for, and at its own expense, defend itself against any and all liability, damage or loss, arising out of the ownership, selection, possession, leasing, operation, control, use, condition, maintenance, delivery and return of the Leased Equipment. The obligations herein provided shall continue in full force and effect notwithstanding the termination of the lease." dd)Section (A)(20)(p)Remedies is replaced as follows: "p. Remedies. If an Event of Default shall occur, Lessor may, at its option, at any time (i) declare immediately due and payable and recover from Lessee, as liquidated damages for the loss of a bargain and not as a penalty, an amount equal to all accrued and unpaid rental payments and late charges, taxes, and other fees,plus the Loss Amount; provided, however, that if an Event of Default shall occur as described in Section (A)(20)(o)(iv) through (vi) above, Lessor without any notice or action shall be deemed to have made such a declaration; (ii) automatically charge the DDA for all money amounts owed; (iii) to the extent permitted by applicable Law,without demand or legal process,enter into the premises where the Leased Equipment may be found and take possession of and remove the Leased Equipment, without liability for such retaking; (iv) Lessor may hold, sell or otherwise dispose of any such Leased Equipment at a private or public sale; or (v) exercise any other remedies available under applicable Law. In the event Lessor takes possession of the Leased Equipment, Lessor shall give Lessee credit for any sums received by Lessor from the sale or rental of the Leased Equipment after deduction of the expenses of sale or rental and Lessee shall remain liable to Lessor for any deficiency. Notwithstanding the foregoing, to the extent any software included with the Leased Equipment is nontransferable or its transfer restricted, Lessee agrees that Lessor and/or the licensor of such software shall have no duty to remarket or otherwise mitigate any damages relating to such software. Lessee shall also be responsible for all expenses incurred by Lessor in connection with the enforcement of any of Lessor's remedies including all expenses of repossessing, storing, shipping, repairing and selling the Leased Equipment. Lessor and Lessee acknowledge the difficulty in establishing a value for the unexpired lease term and, owing to such difficulty, agree that the provisions of this Section represent an agreed measure of damages and are not to be deemed a forfeiture or penalty. All remedies of Lessor hereunder are cumulative, are in addition to any other remedies provided for by Law, and may, to the extent permitted by Law, be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy. No failure on the part of the Lessor to exercise and no delay in exercising any right to remedy shall operate as a waiver thereof or modify the terms of the lease." 7 Showare tenter Amendment 8030203700(v.6.23.17)FWAL ee) Section (A)(20)(s) Miscellaneous is replaced as follows: 44s, Miscellaneous. If Lessee fails to pay any rent or other amount required herein to be paid to Lessor within five (5) days of when due, Lessee agrees to pay Lessor, in addition to the payment, a late charge of 15% of the amount past due (but at least $7.50) for each late payment. Each month the past due payment remains unpaid, an additional late fee in the amount defined will be assessed. Payments are applied to late fees and service charges first and then to the lease obligation. Amounts shall be payable in addition to all amounts payable by Lessee:to Lessor as a result of exercise of any of the remedies herein provided. If Lessee requests any services not provided for herein, Lessee agrees to pay an applicable fee for delivery of such services. Lessee shall inform Lessor of any change in Lessee's name, address, billing address, telephone numbers, location of the Leased Equipment, or DDA. In the event Lessee fails to comply with any provision of the lease, Lessor shall have the right, but not be obligated, to affect such compliance on behalf of Lessee upon ten (10) days prior written notice to Lessee. In such event, all monies expended by, and all expenses of Lessor in effecting such compliance, shall be deemed to be additional rental, and shall be paid by Lessee at the time of the next monthly payment of rent. All notices under the lease shall be sufficient if given personally or mailed postage prepaid to the party intended at the respective address set forth herein, or at such other address as said party may provide in writing from time to time. The lease inures to the benefit of and is binding upon the personal representatives, successors and assigns of the parties hereto. Time is of the essence of the lease. Lessor and Lessee intend the lease to be a valid and subsisting legal instrument, and agree that no provision of the lease that may be deemed unenforceable shall in any way invalidate any other provision or provisions of the lease, all of which shall remain in full force and effect. 'The lease shall be binding when accepted in writing by Lessor and shall be governed by the laws of the state where the Leased Equipment is located." ff Section (A)(20)(t) Important Information about Credit Reporting is deleted. IN WITNESS WHEREOF,the parties hereto have executed this Amendment. CITY OF KENT d/b/a ShoWare Center ELAVON,INC. (MID 8030 2 0) Si ure. Printed Name rin e; - Title: Title: LIN Date: Date: (the "Amend Andent Effective Date") Showare Center Box Office Amendment 8030203668(v.6.23.17)f INAL AMENDMENT TO THE COMPANY APPLICATION This Amendment to the Company Application (the "Amendment") is entered into and effective as of the Amendment Effective Date (defined below) by and between Elavon, Inc. ("Elavon") and City of Kent d/b/a ShoWare Center Box Office (Merchant Identification Number 8030203668), ("Company"). This Amendment modifies and amends certain terms of the current Company Application dated June 24, 2016 (the "Application")as further set forth below and, except as expressly agreed by the parties in writing, any successor or subsequent version of the Application then-in-effect as periodically updated by Elavon. The Company Application, the TOS and the Operating Guide, as well as all attachments, schedules and exhibits to any of the foregoing, are collectively referred to herein as the ("Agreement"). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to them elsewhere in the Agreement. NOW THEREFORE, in consideration of the mutual benefits accruing to the Parties hereto and other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the Parties agree as follows: ADDENDUM TO THE TERMS OF SERVICE FOR GOVERNMENT/INSTITUTIONAL COMPANIES Section A—General Provisions 1) The following provisions hereby replace the like-numbered provisions of the Terms of Service ("TOS") or are hereby inserted or deleted from the TOS, as indicated, for Companies operating under the Agreement. a) Section (A)(4)(d) Chargebacks is revised to read as follows: "d. Chargebacks. Company is responsible to Elavon and Member for all Transactions returned to Elavon or Member for whatever reason, including all Chargebacks. Company will pay Elavon and Member for all Chargebacks. Company agrees to accept for Chargeback, and will be liable to Elavon and Member in the amount of any Transaction for which the Customer or Issuer disputes the validity of the Transaction for any reason under the Payment Network Regulations. Company authorizes Elavon and Member to offset from funds due Company for Transaction activity or to debit the DDA or the Reserve Account for the amount of all Chargebacks including, as applicable, any currency fluctuations. Company will fully cooperate with Elavon and Member in complying with the Payment Network Regulations regarding all Chargebacks." b) Section (A)(5)(d)Indemnity is deleted. c) Section(A)(6)(a)(i) Security Agreement is deleted. d) Section(A)(6)(a)(ii)Perfection is deleted. e) Section (A)(8)(a)Accuracy of Information is revised to read as follows: 1 Showare Center Box Office Amendment 8030203668(v.6.23.17)FINAL "a. Accuracy of Information. Company represents and warrants to Member and Elavon that all information provided to Elavon in the Company Application, in the bid process if applicable, or otherwise in the Agreement is correct and complete. Company must promptly notify Elavon in writing of any material changes to such information, including, without limitation, any additional location or new facility at which Company desires to use the Processing Services provided under this Addendum, the form of entity, change in control, material changes to the type of goods and services provided and/or payments accepted, and how Transactions are completed (e.g., by telephone, mail, electronic commerce, or in person at Company's place of business). The notice must be received by Elavon at least ten (10) business days prior to the change. Company will promptly provide any additional information reasonably requested by Elavon. Elavon has the right to rely upon written instructions submitted by Company to request changes to Company's business information. Company may request written confirmation of Elavon's consent to the changes to the Company's business information. Company will be responsible for all losses and expenses incurred by Elavon or Member arising out of Company's failure to provide proper notice or requested information for any such change, and will not make any claims against Elavon or Member for any losses sustained by Company as a result of such failure. Elavon may immediately terminate the Agreement upon a material change to the information in the Company Application if such change is not approved by Elavon." f) Section (A)(8)(b) Indemnification is deleted and replaced with the following two sections: "i. Company Responsibilities. As between Company, Elavon and Member, Company will be responsible for, and at its own expense, defend itself against any suits, claims, losses, demands or damages arising out of or in connection with (A) any dispute with a Customer, Cardholder or any third party relating to any Transaction, (B) any action taken by Elavon or Member with respect to the DDA or Reserve Account in accordance with the Agreement, or (C) any breach by Company of any obligation under this Agreement. Company will not make any claims against Elavon or Member for any liabilities, claims losses, costs, expenses and demands of any kind or nature, arising out of or in connection with any of the foregoing suits, claims, losses,demands or damages." "ii. Elavon Responsibilities. Elavon will be responsible for and will at its own expense defend itself against any suits, claims, losses, demands or damages arising out of (A) Elavon's breach of the Agreement, or (B) Elavon's negligence, gross negligence or willful misconduct." g) Section (A)(9)(a) Organization is revised to read as follows: "a. Organization. Company is validly existing and duly organized under the laws of the jurisdiction in which it was formed with all necessary authority, qualifications, licenses and registrations necessary to conduct its business, in all jurisdictions where Company conducts business." h) Section (A)(10)(a)Audit is revised to read as follows: 2 Showare Center Box Office Amendment 8U30203668(v.6.23.17)FINAL "a. Audit. In the event that Elavon or Member reasonably suspects that they are subject to a financial or reputational risk duc to Company's actions or omissions, Company authorizes Elavon and Member to perform an audit or inspection of Company's operations to confirm compliance with the Agreement upon reasonable advance notice and at Elavon's or Member's expense. Company agrees to cooperate, in good faith, with any such audit conducted by Elavon or Member. Further, Company acknowledges and agrees that the Payment Networks have the right to audit Company's business to confirm compliance with the Payment Network Regulations." i) Section (A)(10)(b)(i)Authorizations is revised to read as follows: "i. Authorizations. Company authorizes Elavon and Member to make,from time to time, any business credit or other inquiries they consider necessary to review the Company Application or continue to provide services under the Agreement. Company also authorizes any person or credit reporting agency to compile information to answer those credit inquiries and to furnish that information to Elavon." j) Section (A)(10)(b)(ii) Financial Information is revised to read as follows: "ii. Financial Information. Upon the request of either Elavon or Member, Company will provide Elavon and Member audited financial statements prepared by an independent certified public accountant selected by Company, or if Company is audited by a governmental authority, then Company will provide financial statements from such governmental authority. Within one hundred twenty (120) days after the end of each fiscal year(or in the case of a government entity, when available), Company will furnish Elavon and Member, as requested, a financial statement of profit and loss for the fiscal year and a balance sheet as of the end of the fiscal year, each audited as provided above. Company shall also provide Elavon and Member such interim financial statements and other information as Elavon or Member may request from time to time." k) Section (A)(13)Personal Guaranty is deleted. 1) Section (A)(14)(a)Products or Services is revised to read as follows: "a. Products or Services. Company may desire to use a Value Added Servicer to assist Company with its Transactions. Company shall not utilize any such third parties unless Company has disclosed such use to Elavon previously in writing, and unless such Value Added Servicer is fully compliant with all Laws and Payment Network Regulations. Any Value Added Servicer used by Company must be registered with the Payment Networks prior to the performance of any contracted services on behalf of Company. Further, as between the parties to this Agreement, Company will be bound by the acts and omissions of its Value Added Servicer and Company will be responsible for compliance by such Value Added Servicer with all Laws and Payment Network Regulations. Company will be responsible for any loss, cost, or expense incurred in connection with or by reason of Company's use of any third parties, including Value Added Servicers.Neither Elavon nor Member is responsible for any Value Added Servicer or for the products or services offered by such Value Added Servicer, nor are they responsible for any Transaction until Elavon receives data for the Transaction in the format required by Elavon. A Value 3 Showare Center Box Office Amendment 8030203668(v.6.23.17)FINAL Added Servicer's access to or ability to integrate with the products, services and systems of Elavon may terminate at any time and Elavon shall have no obligation to advise Company of such termination." m) Section (A)(15)(b)(i) Termination, Company, the following is added as Section (A)(15)(b)(i)(cc): "cc. The Agreement may be terminated by Company in the event that sufficient legislative appropriation is not available, provided that Company gives Elavon and Member sixty (60) days' notice prior to termination." n) Section (A)(15)(c)(iii)Return to Elavon is revised to read as follows: "iii. Return to Elavon. All Confidential Information, promotional materials, advertising displays, emblems, Transaction Receipts, Credit Transaction Receipts, and other forms supplied to Company and not purchased by Company or consumed in use will remain the property of Elavon and must be returned to Elavon or destroyed within thirty (30) days after termination of the Agreement." o) Section (A)(16)(d) NUTCHTM and Consortium Company Negative File is revised to read as follows: "d. MATCHTM and Consortium Company Negative File. Company acknowledges that Member and/or Elavon is required to report Company's business name and the name of Company's principals to the MATCH listing maintained by MasterCard and accessed and updated by Visa and American Express, to the Consortium Company Negative File maintained by Discover, or to any other negative or terminated merchant file of any other Payment Network, if applicable, pursuant to the requirements of the Payment Network Regulations. Company specifically consents to the fulfillment of the obligations related to the listing by Elavon and Member, the listing itself, and Company waives all claims and liabilities Company hay have as a result of such reporting." p) Section (A)(16)(e)Security Program Compliance is revised to read as follows: "e. Security Program Compliance. Company must comply with the requirements of the Payment Card Industry (PCI) Data Security Standard (PCI DSS) including the Cardholder Information Security Program (CISP) of Visa, the Site Data Protection Program (SDP) of MasterCard, the Data Security DISC Program and the PCI DSS regulations of Discover Network, and the security programs of any other Payment Network or Issuer regarding which Company accepts a Payment Device, as applicable, and any modifications to, or replacements of such programs that may occur from time to time(collectively,"Security Programs"). Company shall also ensure that all Value Added Servicers from whom Company procures services or third party POS Devices comply with the requirements of the Security Programs. Upon request, Elavon will provide Company with the respective website links to obtain the current requirements of the Visa, MasterCard, and Discover Network Security Programs. Company is responsible for Company's own actions or inactions, those of Company's officers, directors, shareholders, employees and agents, including any Value Added Servicer (collectively, "Company's Agents"). Company shall be responsible for any liability, loss, cost, or 4 showare Center Box Office Amendment 8030203668(v.6.23.17)FINAL expense resulting from the violation of any of the Security Program requirements by Company or any of Company's Agents." q) Section (A)(17)(a)Use of Trademarks is revised to read as follows: "a. Use of Trademarks. Company may use and display the promotional materials provided by Elavon on Company's premises as may be required or requested by the Payment Networks. Company's use of Visa, MasterCard and Discover Network marks, as well as marks of other Payment Networks, will fully comply with the Payment Network Regulations. Company's right to use all such marks will terminated upon termination of the Agreement or upon notice by a Payment Network to discontinue such use. Company's use of promotional materials provided by Visa, MasterCard, Discover Network, and/or other Payment Networks will not indicate, directly or indirectly, that Visa, MasterCard, Discover Network, or such other Payment Networks endorse any goods or services other than their own and Company may not refer to Visa, MasterCard, Discover Network or any other Payment Networks in stating eligibility for Company's products or services." r) Section (A)(17)(c)Passwords is revised to read as follows: "c. Passwords. If Company receives a password from Elavon to access any of Elavon's databases or services Company will: (i)keep the password confidential; (ii)not allow any other entity or person to use the password or gain access to Elavon's databases or services; (iii) be responsible for all action taken by any user of the password that obtained access to the password from Company; and (iv) promptly notify Elavon if Company believes Elavon's databases or services or Company's information has been compromised by use of the password. If Company receives passwords from a third party for products or services related to Transaction processing, Company must protect such passwords in the manner required by such third party and be responsible any losses, costs, or expenses that arise from Company's use or misuse of such third party passwords." s) Section (A)(18)(b) Governing Law in the United States is deleted. t) Section (A)(18)(c)Jurisdiction and Venue; Governing Law in Canada is deleted. u) Section (A)(18)(d)Exclusivity is deleted. v) Section (A)(18)(t)Assignability is revised as follows: "f. Assignability. The Agreement may not be assigned by Company, directly or by operation of law, without the prior written consent of Elavon. If Company, nevertheless, assigns the Agreement without Elavon's consent, the Agreement will be binding on the assignee as well as Company. Elavon will not transfer or assign the Agreement without the prior written consent of Company, provided that such consent shall not be required for (i) the assignment or delegation to an affiliate of Elavon, or (ii) the assignment or delegation to any Person into or with which Elavon shall merge or consolidate, or who may acquire substantially all of Elavon's stock or assets." 5 Showare Center Box Office Amendment 8030203668(v.6.23,17)FINAL w) Section (A)(18)(g)Arbitration is deleted. x) Section (A)(18)(k)Attorney's Fees is deleted. y) Section (A)(18)(p)Amendments is revised as follows: "p. Amendments. Except as otherwise provided in the Agreement, amendments to the Agreement shall be in writing and signed by the parties. Notwithstanding the foregoing, Elavon and Member may amend or modify the Agreement,to the extent such changes are required by or attributable to changes in the Payment Network Regulations or other Laws,upon written notice to Company. Elavon or Member will inform Company of such a change in a periodic statement or other written notice, and such change will become effective not less than thirty (30) days following the issuance of the notice. Notwithstanding the previous sentence, changes to fees authorized by the Agreement will be effective upon notice to Company,unless a later effective date is provided." z) Section (A)(19) Provisions Applicable to Company's Acceptance of Transactions in Canada is deleted but only if Company is not accepting transactions in Canada. aa) Sections(A)(20)(h) Title; Quiet Enjoyment is replaced as follows: "h. Title; Quiet Enjoyment. Lessor shall at all times retain title to the Leased Equipment. All documents of title and evidence of delivery shall be delivered to Lessor. Lessee hereby authorizes Lessor, at Lessee's expense,to cause the lease or any statement or other instrument in respect to the lease showing the interest of Lessor in the Leased Equipment including Uniform Commercial Code Financing Statements, to be filed or recorded and/or refiled and rerecorded, and grants Lessor the right to execute Lessee's name thereto. Lessee agrees to execute and deliver any statement or instrument requested by Lessor for such purpose, and agrees to pay or reimburse Lessor for any filing, recording or stamp fees or taxes arising from the filing or recording of any such instrument or statement. Lessee shall at its expense, protect and defend Lessor's title against all persons claiming against or through Lessee, at all times keep the Leased Equipment free from legal process or encumbrance whatsoever and, shall give Lessor immediate notice thereof and shall be responsible for any loss caused thereby. Lessee agrees to procure for Lessor, such estoppel certificates, landlord's or mortgagees' waiver or other similar documents as Lessor may reasonably request. Provided Lessee is not in default hereunder,Lessee shall quietly use and enjoy the Leased Equipment subject to the terms hereof." bb)Section(A)(20)(j)Net Lease; Taxes is replaced as follows: "j. Net Lease; Taxes. Lessee intends the rental payments hereunder to be net to Lessor, and Lessee agrees to pay any applicable sales, use, excise, personal equipment, stamp, documentary and ad valorem taxes, license and registration fees, assessment, fines, penalties and similar charges imposed on the ownership, possession or use of the Leased Equipment during the term of the lease. Lessee shall pay all applicable taxes (except Lessor's federal or state net income taxes) which may be imposed on Lessor or Lessee with respect to the lease payments hereunder or the ownership of the Leased Equipment. 6 Showare Center Box Office Amendment 8030203668(v.6.23,17)FINAL Lessee shall pay as additional rent, any applicable taxes documented as paid or advanced by Lessor on behalf of Lessee. Lessee shall file personal equipment tax returns with respect to the Leased Equipment." cc) Section (A)(20)(k)Indemnity is replaced as follows: "k. Responsibility of Lessor. As between Lessor and Lessee, Lessee will be responsible for, and at its own expense, defend itself against any and all liability, damage or loss, arising out of the ownership, selection, possession, leasing, operation, control, use, condition, maintenance, delivery and return of the Leased Equipment. The obligations herein provided shall continue in full force and effect notwithstanding the termination of the lease." dd)Section (A)(20)(p)Remedies is replaced as follows: "p. Remedies. If an Event of Default shall occur, Lessor may, at its option, at any time (i) declare immediately due and payable and recover from Lessee, as liquidated damages for the loss of a bargain and not as a penalty, an amount equal to all accrued and unpaid rental payments and late charges, taxes, and other fees, plus the Loss Amount; provided, however, that if an Event of Default shall occur as described in Section (A)(20)(o)(iv) through (vi) above, Lessor without any notice or action shall be deemed to have made such a declaration; (ii) automatically charge the DDA for all money amounts owed; (iii) to the extent permitted by applicable Law, without demand or legal process,enter into the premises where the Leased Equipment may be found and take possession of and remove the Leased Equipment, without liability for such retaking; (iv) Lessor may hold, sell or otherwise dispose of any such Leased Equipment at a private or public sale; or (v) exercise any other remedies available under applicable Law. In the event Lessor takes possession of the Leased Equipment, Lessor shall give Lessee credit for any sums received by Lessor from the sale or rental of the Leased Equipment after deduction of the expenses of sale or rental and Lessee shall remain liable to Lessor for any deficiency. Notwithstanding the foregoing, to the extent any software included with the Leased Equipment is nontransferable or its transfer restricted, Lessee agrees that Lessor and/or the licensor of such software shall have no duty to remarket or otherwise mitigate any damages relating to such software. Lessee shall also be responsible for all expenses incurred by Lessor in connection with the enforcement of any of Lessor's remedies including all expenses of repossessing, storing, shipping, repairing and selling the Leased Equipment. Lessor and Lessee acknowledge the difficulty in establishing a value for the unexpired lease term and, owing to such difficulty, agree that the provisions of this Section represent an agreed measure of damages and are not to be deemed a forfeiture or penalty. All remedies of Lessor hereunder are cumulative, are in addition to any other remedies provided for by Law, and may, to the extent permitted by Law, be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy. No failure on the part of the Lessor to exercise and no delay in exercising any right to remedy shall operate as a waiver thereof or modify the terms of the lease." ee) Section (A)(20)(s) Miscellaneous is replaced as follows: 7 ShOWRTe Center Box Office Amendment 8030203668(v.6.23.17)FINAL "s. Miscellaneous. If Lessee fails to pay any rent or other amount required herein to be paid to Lessor within five (5) days of when due,. Lessee agrees to pay Lessor, in addition to the payment, a late charge of 15% of the amount past due (but at least $7.50) for each late payment. Each month the past due payment remains unpaid, an additional late fee in the amount defined will be assessed. Payments are applied to late fees and service charges first and then to the lease obligation. Amounts shall be payable in addition to all amounts payable by Lessee to Lessor as a result of exercise of any of the remedies herein provided. If Lessee requests any services not provided for herein, Lessee agrees to pay an applicable fee for delivery of such services. Lessee shall inform Lessor of any change in Lessee's name, address, billing address, telephone numbers, location of the Leased Equipment, or DDA. In the event Lessee fails to comply with any provision of the lease, Lessor shall have the right, but not be obligated, to affect such compliance on behalf of Lessee upon ten (10�) days prior written notice to Lessee. In such event, all monies expended by, and all expenses of Lessor in effecting such compliance, shall be deemed to be additional rental, and shall be paid by Lessee at the time of the next monthly payment of rent. All notices under the lease shall be sufficient if given personally or mailed postage prepaid to the party intended at the respective address set forth herein, or at such other address as said party may provide in writing from time to time. The lease inurcs, to the benefit of and is binding upon the personal representatives, successors and assigns of the parties hereto. Time is of the essence of the lease. Lessor and Lessee intend the lease to be a valid and subsisting legal instrument, and agree that no provision of the lease that may be deemed unenforceable shall in any way invalidate any other provision or provisions of the lease, all of which shall remain in full force and effect. The lease shall be binding when accepted in writing by Lessor and shall be governed by the laws of the state where the Leased Equipment is located." ff) Section (A)�(20)(t) Important Information about Credit Reporting is deleted. IN WITNESS WHEREOF, the parties hereto have executed this Amendment. CITY OF DENT d/b/a ShoWare Center ELAVON, INC. Box Office (MI 803 Sipe ure, Pri c amen: Printed flan I Title: Title: e Date: 1072,�,7,5,/, /;7 (the"Amen meet Effective Date") 8 Showare Conccssions Amcndmcnt 8030203619(v,6.23,17)FINAL AMENDMENT TO THE COMPANY APPLICATION This Amendment to the Company Application (the "Amendment') is entered into and effective as of the Amendment Effective Date (defined below) by and between Elavon, Inc. ("Elavon") and City of Kent d/b/a ShoWare Center Concessions (Merchant Identification Number 8030203619), ("Company"). This Amendment modifies and amends certain terms of the current Company Application dated June 24, 2016 (the"Application")as further set forth below and, except as expressly agreed by the parties in writing, any successor or subsequent version of the Application then-in-effect as periodically updated by Elavon. The Company Application, the TOS and the Operating Guide, as well as all attachments, schedules and exhibits to any of the foregoing, are collectively referred to herein as the ("Agreement"). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to them elsewhere in the Agreement. NOW THEREFORE, in consideration of the mutual benefits accruing to the Parties hereto and other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the Parties agree as follows: ADDENDUM TO THE TERMS OF SERVICE FOR GOVERNMENTANSTITUTIONAL COMPANIES Section A—General Provisions 1) The following provisions hereby replace the like-numbered provisions of the Terms of Service ("TOS")or are hereby inserted or deleted from the TOS, as indicated, for Companies operating under the Agreement. a) Section (A)(4)(d) Chargebacks is revised to read as follows: "d. Chargebacks. Company is responsible to Elavon and Member for all Transactions returned to Elavon or Member for whatever reason, including all Chargebacks. Company will pay Elavon and Member for all Chargebacks. Company agrees to accept for Chargeback, and will be liable to Elavon and Member in the amount of any Transaction for which the Customer or Issuer disputes the validity of the Transaction for any reason under the Payment Network Regulations. Company authorizes Elavon and Member to offset from funds due Company for Transaction activity or to debit the DDA or the Reserve Account for the amount of all Chargebacks including, as applicable, any currency fluctuations. Company will fully cooperate with Elavon and Member in complying with the Payment Network Regulations regarding all Chargebacks." b) Section (A)(5)(d)Indemnity is deleted. c) Section (A)(6)(a)(i) Security Agreement is deleted. d) Section (A)(6)(a)(i.i)Perfection is deleted. e) Section (A)(8)(a)Accuracy of Information is revised to read as follows: 1 5howare Concessions Amendment 8030203619(v.6.23.17)FINAL "a.Accuracy of Information. Company represents and warrants to Member and Elavon that all information provided to Elavon in the Company Application, in the bid process if applicable, or otherwise in the Agreement is correct and complete. Company must promptly notify Elavon in writing of any material changes to such information, including, without limitation, any additional location or new facility at which Company desires to use the Processing Services provided under this Addendum, the form of entity, change in control, material changes to the type of goods and services provided and/or payments accepted, and how Transactions are completed (e.g., by telephone, mail, electronic commerce, or in person at Company's place of business). The notice must be received by Elavon at least ten (10) business days prior to the change. Company will promptly provide any additional information reasonably requested by Elavon. Elavon has the right to rely upon written instructions submitted by Company to request changes to Company's business information. Company may request written confirmation of Elavon's consent to the changes to the Company's business information. Company will be responsible for all losses and expenses incurred by Elavon or Member arising out of Company's failure to provide proper notice or requested information for any such change, and will not make any claims against Elavon or Member for any losses sustained by Company as a result of such failure. Elavon may immediately terminate the Agreement upon a material change to the information in the Company Application if such change is not approved by Elavon." f) Section (A)(S)(b) Indemnification is deleted and replaced with the following two sections: "i. Company Responsibilities. As between Company, Elavon and Member, Company will be responsible for, and at its own expense, defend itself against any suits, claims, losses, demands or damages arising out of or in connection with (A) any dispute with a Customer, Cardholder or any third party relating to any Transaction, (B) any action taken by Elavon or Member with respect to the DDA or Reserve Account in accordance with the Agreement, or (C) any breach by Company of any obligation under this Agreement. Company will not make any claims against Elavon or Member for any liabilities, claims losses, costs, expenses and demands of any kind or nature, arising out of or in connection with any of the foregoing suits,claims, losses,demands or damages." "ii. Elavon Responsibilities. Elavon will be responsible for and will at its own expense defend itself against any suits, claims, losses, demands or damages arising out of (A) Elavon's breach of the Agreement, or (B) Elavon's negligence, gross negligence or willful misconduct." g) Section (A)(9)(a) Organization is revised to read as follows: "a. Organization. Company is validly existing and duly organized under the laws of the jurisdiction in which it was formed with all necessary authority, qualifications, licenses and registrations necessary to conduct its business, in all jurisdictions where Company conducts business." h) Section (A)(10)(a)Audit is revised to read as follows: 2 Showare Concessions Amendment 8030203619(v.6.23,17)FINAL "a. Audit. In the event that Elavon or Member reasonably suspects that they are subject to a financial or reputational risk due to Company's actions or omissions, Company authorizes Elavon and Member to perform an audit or inspection of Company's operations to confirm compliance with the Agreement upon reasonable advance notice and at Elavon's or Member's expense. Company agrees to cooperate, in good faith, with any such audit conducted by Elavon or Member. Further, Company acknowledges and agrees that the Payment Networks have the right to audit Company's business to confirm compliance with the Payment Network Regulations." i) Section (A)(10)(b)(i) Authorizations is revised to read as follows: 'T Authorizations. Company authorizes Elavon and Member to make, from time to time, any business credit or other inquiries they consider necessary to review the Company Application or continue to provide services under the Agreement. Company also authorizes any person or credit reporting agency to compile information to answer those credit inquiries and to furnish that information to Elavon." j) Section (A)(10)(b)(ii)Financial Information is revised to read as follows: "ii. Financial Information. Upon the request of either Elavon or Member, Company will provide Elavon and Member audited financial statements prepared by an independent certified public accountant selected by Company, or if Company is audited by a governmental authority, then Company will provide financial statements from such governmental authority. Within one hundred twenty (120) days after the end of each fiscal year(or in the case of a government entity, when available), Company will furnish Elavon and Member, as requested, a financial statement of profit and loss for the fiscal year and a balance sheet as of the end of the fiscal year, each audited as provided above. Company shall also provide Elavon and Member such interim financial statements and other information as Elavon or Member may request from time to time." k) Section (A)(13)Personal Guaranty is deleted. 1) Section (A)(14)(a)Products or Services is revised to read as follows: "a. Products or Services. Company may desire to use a Value Added Servicer to assist Company with its Transactions. Company shall not utilize any such third parties unless Company has disclosed such use to Elavon previously in writing, and unless such Value Added Servicer is fully compliant with all Laws and Payment Network Regulations. Any Value Added Servicer used by Company must be registered with the Payment Networks prior to the performance of any contracted services on behalf of Company. Further, as between the parties to this Agreement, Company will be bound by the acts and omissions of its Value Added Servicer and Company will be responsible for compliance by such Value Added Servicer with all Laws and Payment Network Regulations. Company will be responsible for any loss, cost, or expense incurred in connection with or by reason of Company's use of any third parties, including Value Added Servicers.Neither Elavon nor Member is responsible for any Value Added Servicer or for the products or services offered by such Value Added Servicer, nor are they responsible for any Transaction until Elavon receives data for the Transaction in the format required by Elavon. A Value 3 Showare Concessions Amendment 8030203619(v.6.23.17)FINAL Added Servicer's access to or ability to integrate with the products, services and systems of Elavon may terminate at any time and Elavon shall have no obligation to advise Company of such termination." m) Section (A)(15)(b)(i) Termination, Company, the following is added as Section (A)(15)(b)(i)(cc): "cc. The Agreement may be terminated by Company in the event that sufficient legislative appropriation is not available, provided that Company gives Elavon and Member sixty (60) days' notice prior to termination." n) Section (A)(15)(c)(iii)Return to Elavon is revised to read as follows: "iii. Return to Elavon. All Confidential Information, promotional materials, advertising displays, emblems, Transaction Receipts, Credit Transaction Receipts, and other forms supplied to Company and not purchased by Company or consumed in use will remain the property of Elavon and must be returned to Elavon or destroyed within thirty (30) days after termination of the Agreement." o) Section (A)(16)(d) MATCHTM and Consortium Company Negative File is revised to read as follows: "d. MATCEP and Consortium Company Negative File. Company acknowledges that Member and/or Elavon is required to report Company's business name and the name of Company's principals to the MATCH listing maintained by MasterCard and accessed and updated by Visa and American Express, to the Consortium Company Negative File maintained by Discover, or to any other negative or terminated merchant file of any other Payment Network, if applicable, pursuant to the requirements of the Payment Network Regulations. Company specifically consents to the fulfillment of the obligations related to the listing by Elavon and Member, the listing itself, and Company waives all claims and liabilities Company hay have as a result of such reporting." p) Section (A)(16)(e) Security Program Compliance is revised to read as follows: "e. Security Program Compliance. Company must comply with the requirements of the Payment Card Industry (PCI) Data Security Standard (PCI DSS) including the Cardholder Information Security Program (CISP) of Visa, the Site Data Protection Program (SDP) of MasterCard, the Data Security DISC Program and the PCI DSS regulations of Discover Network, and the security programs of any other Payment Network or Issuer regarding which Company accepts a Payment Device, as applicable, and any modifications to, or replacements of such programs that may occur from time to time(collectively, "Security Programs"). Company shall also ensure that all Value Added Servicers from whom Company procures services or third party POS Devices comply with the requirements of the Security Programs. Upon request, Elavon will provide Company with the respective website links to obtain the current requirements of the Visa, MasterCard, and Discover Network Security Programs. Company is responsible for Company's own actions or inactions, those of Company's officers, directors, shareholders, employees and agents, including any Value Added Servicer (collectively, "Company's Agents"). Company shall be responsible for any liability, loss, cost, or 4 Showare Concessions Amendment 8030203619(v.6.23.17)FINAL expense resulting from the violation of any of the Security Program requirements by Company or any of Company's Agents." q) Section (A)(17)(a)Use of Trademarks is revised to read as follows: "a. Use of Trademarks. Company may use and display the promotional materials provided by Elavon on Company's premises as may be required or requested by the Payment Networks. Company's use of Visa, MasterCard and Discover Network marks, as well as marks of other Payment Networks, will fully comply with the Payment Network Regulations. Company's right to use all such marks will terminated upon termination of the Agreement or upon notice by a Payment Network to discontinue such use. Company's use of promotional materials provided by Visa, MasterCard, Discover Network, and/or other Payment Networks will not indicate, directly or indirectly, that Visa, MasterCard, Discover Network, or such other Payment Networks endorse any goods or services other than their own and Company may not refer to Visa, MasterCard, Discover Network or any other Payment Networks in stating eligibility for Company's products or services." r) Section (A)(17)(c)Passwords is revised to read as follows: "c. Passwords. If Company receives a password from Elavon to access any of Elavon's databases or services Company will: (i) keep the password confidential; (ii)not allow any other entity or person to use the password or gain access to Elavon's databases or services; (iii)be responsible for all action taken by any user of the password that obtained access to the password from Company; and (iv) promptly notify Elavon if Company believes Elavon's databases or services or Company's information has been compromised by use of the password. If Company receives passwords from a third party for products or services related to Transaction processing, Company must protect such passwords in the manner required by such third party and be responsible any losses, costs, or expenses that arise from Company's use or misuse of such third party passwords." s) Section (A)(18)(b)Governing Law in the United States is deleted. t) Section (A)(18)(c) Jurisdiction and Venue; Governing Law in Canada is deleted. u) Section (A)(18)(d) Exclusivity is deleted. v) Section(A)(18)(f)Assignability is revised as follows: "f. Assignability. The Agreement may not be assigned by Company, directly or by operation of law, without the prior written consent of Elavon. If Company, nevertheless, assigns the Agreement without Elavon's consent, the Agreement will be binding on the assignee as well as Company. Elavon will not transfer or assign the Agreement without the prior written consent of Company, provided that such consent shall not be required for (i) the assignment or delegation to an affiliate of Elavon, or (ii) the assignment or delegation to any Person into or with which Elavon shall merge or consolidate, or who may acquire substantially all of Elavon's stock or assets." 5 Showare Concessions Amcndment 8030203619(Y.6.23.17)FINAL w) Section(A)(18)(g)Arbitration is deleted. x) Section (A)(18)(k)Attorney's Fees is deleted. y) Section (A)(18)(p)Amendments is revised as follows: "p. Amendments. Except as otherwise provided in the Agreement, amendments to the Agreement shall be in writing and signed by the parties. Notwithstanding the foregoing, Elavon and Member may amend or modify the Agreement,to the extent such changes are required by or attributable to changes in the Payment Network Regulations or other Laws, upon written notice to Company. Elavon or Member will inform Company of such a change in a periodic statement or other written notice, and such change will become effective not less than thirty (30) days following the issuance of the notice. Notwithstanding the previous sentence, changes to fees authorized by the Agreement will be effective upon notice to Company,unless a later effective date is provided." z) Section (A)(19) Provisions Applicable to Company's Acceptance of Transactions in Canada is deleted but only if Company is not accepting transactions in Canada. aa) Sections (A)(20)(h)Title; Quiet Enjoyment is replaced as follows: °h. Title; Quiet Enjoyment. Lessor shall at all times retain title to the Leased Equipment. All documents of title and evidence of delivery shall be delivered to Lessor. Lessee hereby authorizes Lessor, at Lessee's expense, to cause the lease or any statement or other instrument in respect to the lease showing the interest of Lessor in the Leased Equipment including Uniform Commercial Code Financing Statements, to be filed or recorded and/or refiled and rerecorded, and grants Lessor the right to execute Lessee's name thereto. Lessee agrees to execute and deliver any statement or instrument requested by Lessor for such purpose, and agrees to pay or reimburse Lessor for any filing, recording or stamp fees or taxes arising from the filing or recording of any such instrument or statement. Lessee shall at its expense, protect and defend Lessor's title against all persons claiming against or through Lessee, at all times keep the Leased Equipment free from legal process or encumbrance whatsoever and, shall give Lessor immediate notice thereof and shall be responsible for any loss caused thereby. Lessee agrees to procure for Lessor, such estoppel certificates, landlord's or mortgagees' waiver or other similar documents as Lessor may reasonably request. Provided Lessee is not in default hereunder, Lessee shall quietly use and enjoy the Leased Equipment subject to the terms hereof." bb)Section (A)(20)(j)Net Lease; Taxes is replaced as follows: J. Net Lease; Taxes. Lessee intends the rental payments hereunder to be net to Lessor, and Lessee agrees to pay any applicable sales, use, excise, personal equipment, stamp, documentary and ad valorem taxes, license and registration fees, assessment, fines, penalties and similar charges imposed on the ownership, possession or use of the Leased Equipment during the term of the lease. Lessee shall pay all applicable taxes (except Lessor's federal or state net income taxes) which may be imposed on Lessor or Lessee with respect to the lease payments hereunder or the ownership of the Leased Equipment. 6 Showare Concessions Amendment 8030203619(v.6.23.17)FINAL Lessee shall pay as additional rent, any applicable taxes documented as paid or advanced by Lessor on behalf of Lessee. Lessee shall file personal equipment tax returns with respect to the Leased Equipment." cc) Section (A)(20)(k)Indemnity is replaced as follows: "k. Responsibility of Lessor. As between Lessor and Lessee, Lessee will be responsible for, and at its own expense, defend itself against any and all liability, damage or loss, arising out of the ownership, selection, possession, leasing, operation, control, use, condition, maintenance, delivery and return of the Leased Equipment. The obligations herein provided shall continue in full force and effect notwithstanding the termination of the lease." dd)Section (A)(20)(p)Remedies is replaced as follows: "p. Remedies. If an Event of Default shall occur,Lessor may,at its option, at any time (i)declare immediately due and payable and recover from Lessee,as liquidated damages for the loss of a bargain and not as a penalty,an amount equal to all accrued and unpaid rental payments and late charges,taxes, and other fees, plus the Loss Amount;provided, however,that if an Event of Default shall occur as described in Section(A)(20)(o)(iv) through(vi)above, Lessor without any notice or action shall be deemed to have made such a declaration; (ii) automatically charge the DDA for all money amounts owed;(iii) to the extent permitted by applicable Law,without demand or legal process,enter into the premises where the Leased Equipment may be found and take possession of and remove the Leased Equipment, without liability for such retaking; (iv) Lessor may hold, sell or otherwise dispose of any such Leased Equipment at a private or public sale; or(v) exercise any other remedies available under applicable Law. In the event Lessor takes possession of the Leased Equipment, Lessor shall give Lessee credit for any sums received by Lessor from the sale or rental of the Leased Equipment after deduction of the expenses of sale or rental and Lessee shall remain liable to Lessor for any deficiency. Notwithstanding the foregoing,to the extent any software included with the Leased Equipment is nontransferable or its transfer restricted, Lessee agrees that Lessor and/or the licensor of such software shall have no duty to remarket or otherwise mitigate any damages relating to such software. Lessee shall also be responsible for all expenses incurred by Lessor in connection with the enforcement of any of Lessor's remedies including all expenses of repossessing, storing, shipping, repairing and selling the Leased Equipment. Lessor and Lessee acknowledge the difficulty in establishing a value for the unexpired lease term and, owing to such difficulty, agree that the provisions of this Section represent an agreed measure of damages and are not to be deemed a forfeiture or penalty. All remedies of Lessor hereunder are cumulative, are in addition to any other remedies provided for by Law, and may, to the extent permitted by Law, be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy. No failure on the part of the Lessor to exercise and no delay in exercising any right to remedy shall operate as a waiver thereof or modify the terms of the lease." ee) Section (A)(20)(s)Miscellaneous is replaced as follows: 7 Showare Concessions Amendment 8030203619(v,6.23.17)FINW, "s. Miscellaneous. If Lessee fails to pay any rent or other amount required herein to be paid to Lessor within five (5) days of when due, Lessee agrees to pay Lessor, in addition to the payment, a late charge of 15% of the amount past due (but at least $7.50) for each late payment. Each month the past due payment remains unpaid, an additional late fee in the amount defined will be assessed. Payments are applied to late fees and service charges first and then to the lease obligation. Amounts shall be payable in addition to all amounts payable by Lessee to Lessor as a result of exercise of any of the remedies herein provided. If Lessee requests any services not provided for herein, Lessee agrees to pay all applicable fee for delivery of such services. Lessee shall inform Lessor of any change in Lessee's name, address, billing address, telephone numbers, location of the Leased Equipment, or DDA. In the event Lessee fails to comply with any provision of the lease, Lessor shall have the right, but not be obligated, to affect such compliance on behalf of Lessee upon ten (10) days prior written notice to Lessee. In such event, all monies expended by, and all expenses of Lessor in effecting such compliance, shall be deemed to be additional rental, and shall be paid by Lessee at the time of the next monthly payment of rent. All notices under the lease shall be sufficient if given personally or mailed postage prepaid to the party intended at the respective address set forth herein, or at such other address as said party may provide in writing from time to time. The lease inures to the benefit of and is binding upon the personal representatives, successors and assigns of the parties hereto. Time is of the essence of the lease. Lessor and Lessee intend the lease to be a valid and subsisting legal instrument, and agree that no provision of the lease that may be deemed unenforceable shall in any way invalidate any other provision or provisions of the lease, all of which shall remain in full force and effect. The lease shall be binding when accepted in writing by Lessor and shall be governed by the laws of the state where the Leased Equipment is located." ff) Section (A)(20)(t) Important Information about Credit Reporting is deleted. IN WITNESS WHEREOF, the parties hereto have executed this Amendment. CITY OF KENT d/b/a SboWare ELAVON,INC. Center Concessions (MID 8030203619) Ure- Si 1� ............... Si Printed Na rint Vmc: Title: Title: ---------- Date: Date: (the"Amendmed Effective Date") • 40 00 KEN T Agenda Item: Consent Calendar - 7K W A:f H I N 6 T O N TO: City Council DATE: July 5, 2017 SUBJECT: Agreement with Elavon, Inc. for Showare Point-of-Sale Credit Card Chip Readers - Authorize MOTION: Authorize the Mayor to sign all necessary documents to enter an agreement with Elavon to provide EMV chip card readers related to bankcard transactions, subject to final terms and conditions acceptable to the Information Technology Director and the City Attorney. SUMMARY: SMG, partnering with the City of Kent, will be replacing the existing POS system, including the primary POS application, POS hardware, credit card EMV chip card readers and mobile devices with the addition of server/storage/database solutions. The Elavon hardware required for the project will ensure regulatory compliance, and meet the City of Kent's Finance Department's compliance requirements for all devices taking bankcard transactions. Because of time constraints to install the software systems, and hardware in time for the fall season at Showare, staff has asked and the Council President has authorized placement of this item on consent the same day it is passed out of committee, on the condition that it is first unanimously approved by the Operations Committee. EXHIBITS: A) June 26, 2017, Memo to Mayor B) Vendor Terms of Service (TOS) C) Vendor Proposal (SAFE-T Services/Service Website Enrollment Form/addendum to Terms of Service) D) Vendor Operating Guide E) Showare Center Amendment 8030203700 F) Showare Box Office Amendment 8030203668 G) Showare Concessions Amendment 8030203619 RECOMMENDED BY: YEA: NAY: BUDGET IMPACTS: In the current budget; cost is based on the type of credit card used per transaction and the amount of each transaction. For these reasons total annual cost cannot be exact, but total annual contract cost is expected to exceed $65,000 per annum, so council approval is requested. REQUEST FOR MAYOR'S SIGNATURE GENT Purchase Order Only — Print on Yellow Paper W.. "'.C 111" Please Fill in All Applicable Boxes ALL REQUESTS ARE ROUTED DIRECTLY TO THE MAYOR AND RETURNED TO THE ORIGINATING DEPARMENT DO NOT ROUTE TO CLERK'S OFFICE Approved by Directoi�_ Originator:Annette Pape Phone (Originator): x4603 Date Sent: 06/28/2017 Date Required: 06/28/2017 Return Signed Document to: Lynnette Smith Contract Termination Date: VENDOR NAME: Date Finance Notified: E�lavon (Wy required on contracts �10,00,0 and over or on any Grant) DATE OF COUNCIL APPROVAL. Date Risk Manager Notified: Specifically Authorized in I XES () NO Account Number: M20110.63500.4382 Brief Explanation of Document: For Mayor's signature on Sole Source Memo: Request for waiver of competitive bid requirement for purchases under KCC 3,,70.110(A). Vendor: Elavon Product: EMV Credit Card Chip Reader Shaded Areas to Be Completed By Administration Staff Received: Recommendations and Comments: Disposition: 5a,12411 /W'5�42 Ile' Date Returned: R*vjAFotmsWo47U76n1)nt I-or Mayors 6igMAIW.,Pumnase,urder.docx CITY OF KENT INFORMATION TECHNOLOGY 220 4111 Avenue South Kent, WA 98032 T Fax: 253-856-4700 ALICb,E N WASHING70N PHONE: 253-856-4600 Memo To: Suzette Cooke, Mayor From: Annette, Pape, Project Manager/Business Analyst CC: Mike Carrington, Information Technology Director Date: June 26, 2017 Re: Request for Waiver of competitive bid requirement for purchases under KCC 3,70.110(A) for Ela,von EMV Credit Card Chip Readers The ShoWare Center operator, SMG, needs a new Point of Sale (POS) system to update and improve its ability to process purchases onsite and over the internet. An integral part to all POS systems are electronic chip card Readers. The readers are supplied to the City of Kent's Finance, Parks, Courts and PC by Ela,von in order to meet regulatory compliance. SMG, on our behalf, has surveyed the potential vendors available to offer new compliant EMV Chip Card Readers, and has selected Elavon as its preferred vendor. SMG made this choice on several factors including quality and reliability of the hardware/software of the readers, ease of use by operator, interoperability with Heritage Banks payment processing, and price. In addition, Elavon will upgrade to new compliances as mandated, provide robust reporting and insure the safety of transaction data to the banking institution, Heritage.. Consistency within the ShoWare operations and familiarity across product lines is a distinct benefit to SMG and hence, to the city, as the ShoWare Center owner. For all these reasons, and after discussions with the city attorney, we feel that negotiation of a direct purchase with Elavon meets the city's standards to waive competitive bidding for the new chip card readers because the purchase is subject to special market conditions (unique relationship between the city and Accesso/ShoWare/Siriusware), involves special facilities (ShoWare Center), and is otherwise not in the city's best interests to go out to bid under these circumstances. See Kent City Code § 3.70.110 (A)(2) & (A)(3), Thank you very much for your time and consideration on this matter. If you concur with this recommendation, please indicate your approval by signing below. CITY OF KENT------11 uzet ook6z.,Mayor Date: INFORMATION TECHNOLOGY DEPARTMENT Mike Carrington, Director Phone: 253-856-4607 40 �o Fax: 253-856-4700 K E N T WAS H I NG-rC N Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 DATE: June 28, 2017 TO: Operations Committee FROM: Mike Carrington, Information Technology Director SUBJECT: Sh,oWare Europay, MasterCard and Visa (EMV) Chip Card Readers MOTION: Authorize the Mayor to sign all necessary documents to enter an agreement with Elavon to provide EMV chip card readers related to bankcard transactions, subject to final terms and conditions acceptable to the Information Technology Director and the City Attorney. SUMMARY: SMG, partnering with the City of Kent, will be replacing the existing POS system, including the primary POS application, POS hardware, credit card EMV chip card readers and mobile devices with the addition of server/storage/data base solutions. The Elavon hardware required for the project will ensure regulatory compliance, and meet the City of Kent's Finance Department's compliance requirements for all devices taking bankcard transactions. Because of time constraints to install the software systems, and hardware in time for the, fall season at ShoWare, staff has asked and the Council President has authorized placement of this item on consent the same day it is passed out of committee, on the condition that it is first unanimously approved by the Operations Committee. EXHIBITS: A) Vendor Terms of Service (TOS) B) Vendor Proposal (SAFE-T Services/Service Website Enrollment Form/ addendum to Terms of Service) C) Vendor Operating Guide D) Showare Center Amendment 8030203700 E) Showare Box Office Amendment 8030203668 F) Showare Concessions Amendment 8030203619 BUDGET IMPACT: In the current budget; cost is based on the type of credit card used per transaction and the amount of each transaction. For these reasons, total annual cost cannot be exact, but total annual contract cost is expected to exceed $65,000 per annum, so council approval is requested. Eleign Assesso ShoWare EMV Chip Card Readers Project Summary Elavon Proposal Siriusware EMV iCS250 USB bundle $41,078,00 With Comm Box Quantity: 47 Price: $874/ea Siriusware EMV iP,P320 USB bundle $1,388.00 With Comm Box Quantity: 2 Price: $694/ea Fusebox Gateway/EMV terminal card reader $2,495.00 Implementation Fee (per 10 stations) Quantity: 5 Price: $499 Annual Fee $12.00 Price: $12 Monthly Hosting Fee $120.00 Price: $101mo x 12 Subtotal $45,093.00 Sales Tax �101/o $4,509.30 TOTAL FOR EMV READERS $49,602.30 Elavon Inc. / Two Concourse Parkway, Suite 800 / Atlanta GA 30328 USA / 800.725.1243 www.elavon.com SAFE_T SERVICESISERVICE WESSITE ENROLLMENT FORM I ADDENDUM _.._ ..._._ _ _... ............ . DATE:06/08/2017 ❑ NEWMERCHANTEl ADD LOCATION EXISTING SITE ID © MPS PARENT ENTITY. SAFE-TSERVICES Siriusware=40753 EXISTING MERCHANT 0 SERVICE WEESITE, MERCHANT INFORMATION LEGALICORPORATE NAME: CRY Of Kent PI-IC E tr: 253-856-6777 . ADDRESS 1: 625 West Jaynes Street FAX#. ..._.._ ...._ _...._.._...... ..... ADDRESS 2: __.._.__ ..._.. _...._.. _..._..._m..... PRINCIPAL NAME: Arletta Voter I Director of Finance CONTACT CITY. Kent PRINCIPAL PHONE: 253-856-6704 STATE: WA ZIP: 98032 ... ...PRINCIPAL EMAIL: avoter@showarecenter.com COUNTRY: PREFERRED CONTACT METHOD Email FEDERAL TAY ID:91-6001254 OWNERSHIPTYPE: Government Stake/Local/Fed INDUSTRY: Restau'..rant.QSR SUPPORT SVC PROVIDER:Elavon SUPPORT SVC PHONE#: l3BAIMERCHANT LOCATION(IF DIFFERENT THAN MERCHANT INFORMATION) PRINCIPAL NAME: Arletta Voter /Director of Finance DBA NAME: Showare Center Concessions l9 CON-FACT ADDRESS 1:625 West James Street PHONE#: 253-856-6704 ADDRESS 2: FAX#: CITY:Kent STATE: WA zIP: avoter@showarecenter.com EMAIL: avoter showarecenter.com CONTACT(AUTHORIZED BY PRINCIPAL ABOVE TO MAKE ACCOUNT CHANGES) FIRST NAME:Brad LAST NAME: Olson TITLE:Director of Food and Beverage PHONE:253-856-6716 FAX M EMAIL: baolson@showarecenter.com FEES(SAFE-T SERVICES AND SERVICE WEBSITE) FEES(SERVICE WEBSITE ONLY) FEES—PAID VIA ACH DEBIT ON OR AFTER THE EFFECTIVE DATE FEE FREQUENCY (� PRICE FEE FREQUENCY PRICE IMPLEMENTATION FEE(PER LOCATION) ONE.TIME $ 2495 'SETUP FEE(PER LOCATION) ONE TIME $ FEES—PAID VIA ACH DEBIT FEE FREQUENCY PRICE FEE FREQUENCY PRICE MONTHLY HOSTING FEE(PER LOCATION) MONTHLY $ 10 MONTHLY HOSTING FEE(PER LOCATION) MONTHLY $ MONTHLY SUPPORT FEE(PER LOCATION), MONTHLY $ 0 MONTHLY SUPPORT FEE(PER LOCATION) MONTHLY $.. SIMPLIFY SOFTWARE SUPPORT SVCS FEE ANNUAL... $12.i00 PER TERMINAL OR BUNDLE AS IDENTIFIED BELOW FEES—PAID VIA ACH DEBIT IN ARREARS FEE FREQUENCY PRICE FEE,. FREQUENCY PRICE GATEWAY/CONNECTIVITY FEE PER TRANSACTION $ 0.035 CONNECTIVITY FEE PER TRANSACTION' $. SAFE-T FEE PER TRANSACTION $ 0.015 AUTH PRIDING PROGRAM; 35011 RUSH SHIPMENT(NEXT DAY AIR): $ HARDWARE/SOFTWARE BUNDLES/PUIRCHASED EQUIPMENT(SAFE-T"SERVICES ONLY): IN ADDITION TO THE SPECIFIC EQUIPMENT IDENTIFIED IN THE BUNDLE DESCRIPTION BELOW,EACH OF THE BUNDLES INCLUDE SIMPLIFY SOFTWARE,ENCRYPT oN APPLICATION,(ENCRYPTION APPLICATION LOADING,KEY INJECTION AND STANDARD sHIPPINQ:..THE PRICE SET FORT(&BELOW INCLUDES THE FEES FOR THE IT'ENIS INCLUDED IN.THE BUNDLE,EXCLUDING.ANY SUPPORT FEES WHICH ARE ADDITIONAL AND SET FORTH ABOVE:.. QTY BUI DESCRIPTION PURCHASE(PER BUNDLE) 47 89 Siriuswaae EMV ISC250 IJS6 POS CommBox $ 874 2 97 Siriusware EMV IPP320 USB POS CommBox $ 694 $ OTHER HARDWARE/PURCHASED EQUIPMENT(SAFE-T SERVICES ONLY)INCLUDES STANDARD SHIPPING QTY DESCRIPTION PURCHASE(PER ITEM) $ ..TOTAL PER SITE $ SzII'c=F/Scrvjce W"ebsite I:ITrol]naerit(A.CQ)1116 BILLING INFORMATION .............------- BANK NAME:Heritage Bank ABA ROUTING 9; 325170835 DDA#' 100554840 Heritage M T'0. BILLING METHOD: ACH TAPE ID:.33-USIUSD AUTHORIZATION 0 Z TIC UTHORIZATION FOR AUTOMATIC WITHDRAWAL OF MONTHLY PAYMENTS MERCHANT WILL ESTABLISH AND MAINTAIN WITH AN ACH PARTICIPATING FINANCIAL INSTITUTION ONE OR MORE DEMAND DEPOSIT ACCOUNTS(DDAS)TO FACILITATE PAYMENT OF FEES UNDER THE AGREEMENT.MERCHANT VV`ILL MAINTAIN SUFFICIENT FUNDS IN THE DDA TO ACCOMMODATE ALL FEES DUE UNDER THE AGREEMENT. MERCHANT IRREVOCABLY AUTHORIZES ELAVON TO INITIATE ACH DEBIT ENTRIES TO THE DDA FOR ANY FEES DUE UNDER THE AGREEMENT IN ORDER TO COLLECT PAYMENTS FROM MERCHANT DUE UNDER THE AGREEMENT. THE FOREGOING AUTHORIZATIONS WILL REMAIN IN EFFECT AFTER TERMINATION OF THE AGREEMENT UNTIL ALL OF THE MERCHANT'S OBLIGATIONS To ELAVON HAVE BEEN PAID IN FULL. ............ CARD TYPES AUTHORIZATION SETTLEMENT CARD BRAND PROCESSOR[TPIP MID SAME As AUTH PROCESSORITPP MID nX VISA/MASTERCARD DISCOVER(UNION PAY) DINERS INTL ELAVON 8030203619 z R JCB 71 PIN EBIT(FUSER0X0NL,) AMERICAN EXPRESS GIFT CARD 0 PRIVATELABEL PROCESSOR NAME:Elavon CONTACT NAME:Alex Kotovic CONTACT PHONE:206-396-6207 CONTACT EMAIL:aIex.kotovic@elavj3 PROCESSOR NAME: CONTACT NAME: CONTACT PHONE: CONTACT EMAIL: VAR SERVICE PROVIDER:Siriusware 91 POS/PMS APPLICATION NAME. Sales VERSION: 4,5 VAR SERVICE PROVIDER: _71 POS/PMS APPLICATION NAME: VERSION: TECHNICAL CONTACT CONTACT NAME: Brad Olson PHONEM 253-856-6716 EMAIL: baolson@showarecenter.com SERVICE WEBSITE USER SETUP NEW USERS ONLY) USER NAME: Brad Olson USER EMAIL: baolson@showarecenter.com USER TIME ZONE:PaCifIC CONTRACT CONTRACT TYPE: OTHER MERCHANT ACKNOWLEDGMENT By executing this enrollment farm(this Merchant elects and agrees to receive the services indicated an this Enrollment Form, The SAFE-T Services and the Service Website services are described in and governed by the SAFE-T Services Addendum and the Service Website Addendum(collectively or individually,as applicable,and together with any attachments thereto,the"Service Addenda'"), By signing below,Merchant and Its representative(s)agree to the terms and conditions set forth in(I)the Service Addenda applicable to the services selected by Merchant on this Enrollment Form and(ii)the Terms of Service("TOS')and acknowledge that Merchant and its representative(s)have had an opportunity to review such terms.The TOS and the Merchant Operating Guide(MOG)are located at our website at littps°/Zwwwmerchantconnect.com/`CWRWeb/­`pdf/TOS ENg.pdf and hftps/AwAv.merr,hantconnect,com/CWRWeblp&/MOG Eng.pdf,respectively, The Enrollment Form,applicable Service Addenda,the MOG,and the TOS collectively form the entire agreement between Merchant and Elavn'the'Agreemeril'),and such Agreement Shall be effective as of the dale this Enrollment Form is accepted by Elivom For the purposes of the Agreement,the Merchant locations shall be(I)(if a single Merchant location)the location identified above under"Merchant Information"or "Merchant Location'(as applicable),or(ii)(rf multiple Merchant locations)any Merchant locations identified in the Location Worksheets)submitted in connection with this enrollment. For purposes of clarification,the Location Worksheets allocate the Hardware BLindles/Purchased Equipment above to be utilized at specific Merchant locations. If no Location Worksheets are submitted at the time of this enrollment,the Hardware Bundle s1P urchased Equipment are to be utilIzed at the Merchant Location identified above. SIGNATURE':X PRINTED NAME:Arletta Voter TITLE,Director of Finance DATE i W ii SIGNATURE:X PRINTED NAME:Alex KotoTvic 7---- SALES REP NAME:Alex Kotovic SALES REP PHONE'206-396-6207 SALES REP NUMBER:22269 SALES REP EMAIL:alex.kotovic(d,)elavon.com RM NAME: RM NUMBER: IMPLEMENTATION REQUESTED INSTALL DATE. 07/15/2017 REQUESTED Go LIVE DATE: 08/01/2017 Safe-T/Scrvicc Webske Enrollment(A(Q) 1116 Elavon SAFE-T Services Addendum to TOS(v.10.07.15) SAFE-T SERVICES ADDENDUM TO TOS (for Processing Services) Pursuant to this SAFE-T Services Addendum and the related APPLY WITH RESPECT TO THE SAFE-T SERVICES, enrollment form (the "Enrollment Form"), Merchant elects THE HARDWARE AND ANY LICENSED PRODUCTS and agrees to accept the services indicated on the Enrollment (INCLUDING ANY SOFTWARE), IF ANY, Form, as part of the Processing Services, as such services are PROVIDED UNDER THIS SAFE-T SERVICES described in this SAFE-T Services Addendum and the exhibits ADDENDUM AND THAT THE SAFE-T SERVICES, hereto. This SAFE-T Services Addendum is an addendum to HARDWARE AND LICENSED PRODUCTS and supplements the Agreement(as defined on the Enrollment (INCLUDING ANY SOFTWARE), IF ANY, Form), replaces and supersedes Section G-SAFE-T for SMB PROVIDED UNDER THIS SAFE-T SERVICES Services of the Terms of Service ("TOS") of the Agreement, ADDENDUM ARE PROVIDED "AS IS". and, except as expressly set forth herein, is subject to and NOTWITHSTANDING THE FOREGOING, THE governed by the terms of the Agreement. Capitalized terms TERMS OF ANY EXPRESS LIMITATION OF used and not otherwise defined in this SAFE-T Services LIABILITY OR DISCLAIMER OF WARRANTIES Addendum shall have the meanings ascribed to them CONTAINED IN ANY SCHEDULE, EXHIBIT, OR elsewhere in the Agreement, including the TOS,the Merchant ADDENDUM HERETO SHALL CONTROL WITH Operating Guide("MOG")and the Enrollment Form. RESPECT TO THE SERVICES AND PRODUCTS (INCLUDING HARDWARE AND SOFTWARE), IF FOR THE PURPOSES OF THIS SAFE-T SERVICES ANY, PROVIDED PURSUANT TO SUCH ADDENDUM, THE TERM "POS DEVICE(S)" REFERS SCHEDULE,EXHIBIT,OR ADDENDUM. ONLY TO PAYMENT TERMINALS AND DOES NOT REFER TO ANY OTHER POINT-OF-SALE DEVICES OR 5) TERM. This SAFE-T Services Addendum shall be SOFTWARE, effective as of the Effective Date set forth on the Enrollment Form and shall continue until the expiration or TERMS AND CONDITIONS termination of the Agreement. 1) DESCRIPTION OF SAFE-T SERVICES. Subject to 6) TERRITORY; RECEIPT OF SAFE-T SERVICES IN the terms and conditions of this SAFE-T Services CANADA. Merchant is permitted to receive SAFE-T Addendum and the Agreement, Elavon shall provide Services only in the jurisdiction or jurisdictions in which Merchant with the following services (the "SAFE-T Merchant is permitted to receive Processing Services Services"): pursuant to the Merchant Application (the "Territory'). References herein to"Elavon"shall be deemed to refer to (a) ENCRYPTION SERVICES, which shall consist of (i) Elavon, Inc., in the event that the Merchant is decryption of Transaction Receipts properly receiving SAFE-T Services in the United States, and (ii) encrypted by Merchant using Elavon-approved Elavon Canada Company, in the event that Merchant is software, encryption keys and Hardware (as defined receiving SAFE-T Services in Canada. below), all in accordance with the terms and conditions of this SAFE-T Services Addendum and 7) OTHER TERMS. This SAFE-T Services Addendum the Agreement (such services, the "Encryption forms a part of the Agreement and, together with the Services');and terms and conditions contained herein and exhibits attached hereto, is the entire agreement of the parties with (b) TOKENIZATION SERVICES, which shall consist respect to the subject matter hereof and supersedes all of the services described in Section C of the TOS. prior written or oral agreements, representations and understandings with respect thereto. Notwithstanding 2) MERCHANT RESPONSIBILITIES. Merchant shall anything therein to the contrary, no terms set forth in any cause the appropriate hardware, including POS Devices purchase order, proposal, or other such document and any hardware provided by or on behalf of Elavon executed by the parties with respect to the subject matter from time to time, to be readily available for use at all of this SAFE-T Services Addendum shall be enforceable Merchant locations that are the recipients or users of the against a party hereto. In the event of a conflict between the SAFE-T Services(the"Hardware"). terms and conditions of this SAFE-T Services Addendum and any other terms and conditions of the Agreement, the 3) FEES. Merchant shall pay Elavon the SAFE-T Services terms and conditions of this SAFE-T Services Addendum fees and all other fees set forth on the Enrollment Form. shall control with respect to the subject matter herein. 4) LIABILITY; DISCLAIMER OF WARRANTIES. MERCHANT EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS OF WARRANTIES AND THE LIMITATIONS OF LIABILITY CONTAINED IN THE TOS SHALL SAFE-T Services Addendum to TOS(for Processing Services) I El ,, ' /1 avon SAFE-T Services Addendum to TOS(v.10.07.15) EXHIBIT A TO SAFE-T SERVICES ADDENDUM Encryption Services License Terms and Conditions Merchant shall receive encryption keys and an encryption terminal application for encryption of card data (the "Application") from Elavon. The specific Application to be received by Merchant will be as set forth on the Enrollment Form. This Exhibit A shall be a part of the SAFE-T Services Addendum, General Terms and Conditions 1. Sublicense. Subject to the terms and conditions of the Agreement and this SAFE-T Services Addendum (including, without limitation, this Exhibit A , and the payment of all applicable fees, Elavon hereby grants to Merchant a limited, personal, non- exclusive, revocable, non-sublicensable, and non-transferable sublicense for the term of this SAFE-T Services Addendum to use the Application as installed on Merchant's POS Devices distributed by Elavon solely to encrypt Transaction Receipts processed using such POS Devices. 2. Restrictions. Except as set forth above,Merchant shall have no right to copy, market, distribute(electronically or otherwise),sell, assign,pledge, Iease,deliver, license,sublicense,outsource,rent or otherwise transfer the Application to any third party or use the Application for service bureau, time-sharing, or other third-party use or to provide hosting, or to market by interactive cable or remote processing services to a third party. Merchant shall not make or permit the making of any modifications, additions or enhancements to the Application. Merchant shall not reverse engineer, decompile, disassemble, translate, modify, alter or create any derivative works based upon,or change,the Application, or any part thereof, or determine or attempt to determine any source code, algorithms,methods or techniques embodied in the Application, or part thereof,without the prior written consent of Elavon and its licensor. Merchant agrees not to use the Application except as expressly licensed hereunder. Merchant may not sell or transfer any POS Devices on which any Application or encryption keys are installed to any party unless Merchant has first provided Elavon with prior written notice and (i) removed the Application and encryption keys from the POS Devices and (ii) destroyed the encryption keys in a manner compliant with then-current Payment Card Industry Data Security Standard(PCI-DSS) requirements. Elavon and/or its designated agent may monitor and audit Merchant's use of the Application for purposes of verifying compliance with the Agreement and this SAFE-T Services Addendum,including this Exhibit A. 3. New Releases. From time to time, Elavon may provide updates, modifications, or new versions of the Application (each, an "Application Release"), provided that Merchant complies with the terms set forth in the Agreement and this SAFE-T Services Addendum, including this Exhibit A. For Merchants utilizing an Application licensed from Voltage Security, Inc., Elavon shall automatically provision each such Application Release to the Merchant's POS Devices(an"Automatic Release"). For Merchants utilizing an Application licensed from Verifone, Inc., Elavon shall provide such Application Releases to Merchant for installation by Merchant, in which case Merchant must ensure that Application Releases are installed and implemented within fourteen (14) days of becoming available to Merchant (a "Manual Release"), provided, however, that Elavon reserves the right to implement Automatic Releases for such Merchants upon notice to Merchant. Elavon shall not be responsible for any updates, upgrades or changes to Merchant's computer systems that may be necessary in conjunction with delivery, installation or use of any new Application Release. 4. Reservation of Rights. Merchant acknowledges and accepts that,as between the parties: (i)all right,title and interest in and to the Application and all intellectual property rights associated with and in the Application shall at all times remain vested in Elavon and its supplier/licensors; and(ii) Merchant shall acquire no rights, express or implied, in the Application, other than the limited sublicense granted herein. Merchant shall not remove from the Application, or alter, any trademarks,trade names, logos, patent or copyright notices, proprietary notices, titles, legends or other notices or markings contained therein, or add any notices or markings to the Application, without the express written consent of Elavon and its licensor. The confidentiality obligations of Merchant under the Agreement apply to the Application licensed hereunder and Merchant shall limit access to the Application to only those employees and contractors of Merchant with a need to access the Application to perform its services. 5. Termination. The license rights granted herein to the Application shall cease in the event(i) Merchant sells or otherwise transfers a POS Device containing the Application to any party(other than to a permitted assignee under the Agreement); (ii)Merchant is no longer deemed an active customer using the Application to encrypt Transaction Receipts processed by Elavon; or(iii) Elavon is no longer authorized by its licensor to continue to use and/or sublicense the Application. Upon termination, all license rights granted to Merchant herein to the Application shall immediately cease and Merchant shall discontinue any and all use of the Application and delete all copies of the Application on the POS Devices or otherwise within the control of Merchant. EXHIBIT A 2 Elavon SAFE-'1'Services Addendum to TOS(v.10.07.15) 6. Export and Import Regulations. Merchant acknowledges that the Application contains cryptographic features and is subject to United States and local country laws governing import, export, distribution and use. Merchant is responsible for compliance by Merchant with United States and local country laws and regulations and shall not export or transmit the Application (i) in violation of any export control laws of the United States or any other country, or(ii) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the U.S.Commerce Department's Table of Deny Orders. 7. U.S.Government Restricted Riehts. If the Application is accessed or used by any agency or other part of the U.S.Government, the U.S. Government acknowledges that (i) the Application and accompanying materials constitute "commercial computer software" and "commercial computer software documentation" under paragraphs 252.227.14 and 252.227.7202 of the DoD Supplement to the Federal Acquisition Regulations ("DFARS") or any successor regulations, and the Government is acquiring only the usage rights specifically granted in the Agreement; (ii)the Application constitutes"restricted computer software" under paragraph 52.227 19 of the Federal Acquisition Regulations ("EAR") or any successor regulations and the government's usage rights are defined in the Agreement and the FAR. 8. NO WARRANTIES, DISCLAIMERS. THE APPLICATION IS PROVIDED ON AN "AS IS" BASIS IN ITS PRESENT STATE AND CONDITION. WITHOUT LIMITING ANY TERMS UNDER THE AGREEMENT OR THIS SAFE-T SERVICES ADDENDUM, NEITHER ELAVON NOR ITS LICENSORS OR SUPPLIERS MAKES ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE APPLICATION, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, IMPLIED CONDITION OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY FROM COURSE OF PERFORMANCE,COURSE OF DEALING OR USAGE OF TRADE. 9. Fees and Payment. Merchant shall pay Elavon the fees set forth on the Enrollment Form for the sublicense to the Application granted to Merchant hereunder(the "Encryption Terminal Application License Fees") and for the services provided by Elavon with respect to encryption key injection (the "Encryption Terminal Application Load and Key Iniection Fees"). The Encryption Terminal Application License Fees and Encryption Terminal Application Load and Key Injection Fees will each be assessed per POS Device and will be due and payable upon the Effective Date indicated on the Enrollment Form. Special Terms Applicable to Applications Sublicensed from Verifone. Inc. In the event that Merchant has received a sublicense to an Application provided by Verifone, Inc.,the following additional terms and conditions shall apply: A. Territory. Notwithstanding anything in this SAFE-T Services Addendum or elsewhere in the Agreement to the contrary, Merchant may use the Application solely as installed on Merchant's POS Devices located in the United States, B. Limitation of Liability. NOTWITHSTANDING ANYTHING IN THE AGREEMENT, INCLUDING THIS SAFE-T SERVICES ADDENDUM,TO THE CONTRARY, IN NO EVENT SHALL ELAVON OR ITS LICENSORS, SUPPLIERS, OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE OR DATA, LOST PROFITS OR BUSINESS INTERRUPTION) BY OR ON BEHALF OF MERCHANT OR ANY CLAIMS BY ANY THIRD PARTIES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE PROVISION OR USE OF THE APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ELAVON OR ITS LICENSORS, SUPPLIERS, OR AGENTS HAVE ANY OBLIGATION TO DEFEND OR INDEMNIFY MERCHANT FOR ANY CLAIMS ARISING IN ANY WAY OUT OF THE PROVISION OR USE OF THE APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Special Terms Applicable to Applications Sublicensed from Voltage Security,Inc. In the event that Merchant has received a sublicense to an Application provided by Voltage Security, Inc., the following additional terms and conditions shall apply: A. Territory. Merchant may use the Application solely as installed on Merchant's POS Devices located in the Territory. B. Limitation of Liability. NOTWITHSTANDING ANYTHING IN THE AGREEMENT, INCLUDING THIS SAFE-T SERVICES ADDENDUM, TO THE CONTRARY, IN NO EVENT SHALL ELAVON OR ITS LICENSORS,SUPPLIERS, OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR EXHIBIT A 3 la o E n SAFE-T Services Addendum to TOS(v.10.07.15) CONSEQUENTIAL DAMAGES (IN EACH CASE, INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE OR DATA, LOST PROFITS OR BUSINESS INTERRUPTION) BY OR ON BEHALF OF MERCHANT OR ANY CLAIMS BY ANY THIRD PARTIES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE PROVISION OR USE OF THE APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ELAVON OR ITS LICENSORS, SUPPLIERS, OR AGENTS HAVE ANY OBLIGATION TO DEFEND OR INDEMNIFY MERCHANT FOR ANY CLAIMS ARISING IN ANY WAY OUT OF THE PROVISION OR USE OF THE APPLICATION,EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. C. Third Party Beneficiary. Voltage Security, Inc. is a designated third party beneficiary under this Exhibit A with the right to enforce all terms related to the Application under this Exhibit A directly against Merchant. Governing law for any claim brought by the designated third party beneficiary shall be the law of the jurisdiction within the United States in which the claim is brought; provided, that if Merchant is a government entity or institution, governing law for any such claim shall be that set forth in the Agreement, as modified by the Government Entities and Institutions Addendum thereto(if applicable). EXHIBIT A 4 Ela V Vh SAFE-T Services Addendum to TOS(v.10,07.15) EXHIBIT B TO SAFE-T SERVICES ADDENDUM Equipment Schedule This Exhibit B shall be a part of the SAFE-T Services Addendum. 1. Equipment and Pricing. (a) Purchased Equipment. Merchant has elected to purchase the equipment set forth on the Enrollment Form (the "Purchased Equipment") from Elavon pursuant to this SAFE-T Services Addendum. The fees payable by Merchant for the Purchased Equipment are set forth on the Enrollment Form. (b) Shipping. The fees payable by Merchant for shipment of the Purchased Equipment to the location or locations designated by Merchant are set forth on the Enrollment Form; provided, however, if the shipping fees are not set forth on the Enrollment Form, then all actual costs and expenses of shipping shall be paid by Merchant. Provided that the Purchased Equipment is shipped using Elavon's freight account, Elavon shall bear the risk of loss of such Purchased Equipment until the time of delivery; if the Merchant directs Elavon to utilize any other shipping method, Merchant expressly acknowledges and agrees that all risk of loss for the Purchased Equipment shall pass to Merchant when the Purchased Equipment is tendered by Elavon or on Elavon's behalf to the carrier for shipment to Merchant. 2. Terminal Software and Encryption Keys. The encryption keys and licensed software obtained by Merchant from Elavon pursuant to this SAFE-T Services Addendum will be loaded onto Merchant's POS Devices specified on the Enrollment Form prior to shipment to Merchant, and Merchant shall pay the applicable fees set forth on the Enrollment Form for any encryption keys or licensed software that Merchant receives. 3. Warranty Terms. OEM Warranty: Any standard warranties provided by the original equipment manufacturer ("OEM") of the Purchased Equipment are,to the fullest extent permitted by the OEM, passed through to Merchant at no additional cost to Merchant;and the OEM (and not Elavon) shall be responsible for honoring any such OEM warranty. With respect to any POS Device purchased from Elavon,Elavon and/or its equipment vendor will facilitate the OEM warranty service as follows: Prior to returning any POS Device under an OEM warranty, Merchant must first obtain a return merchandise authorization number("RMA Number")from Elavon. Merchant must then ship such POS Device to Elavon's equipment vendor at the address provided by Elavon, with reference to the RMA Number. Elavon's equipment vendor will either handle the OEM warranty issue itself or ship the POS Device to the OEM for further handling. Upon Elavon's equipment vendor either handling the warranty issue itself or receiving a repaired or replacement POS Device from the OEM, Elavon's equipment vendor will ship the repaired or replacement POS Device to Merchant. Merchant will bear the risk of loss of any returned POS Device until the time of delivery to Elavon's equipment vendor with proper reference to the RMA Number. For any repaired or replacement POS Device shipped to Merchant, the risk of loss will transfer to Merchant at the time of delivery to Merchant. In all cases, Merchant shall be responsible for all shipping and handling costs associated with such OEM warranty service, including reimbursing Elavon for any shipping and handling costs paid by Elavon on Merchant's behalf. If Merchant has selected additional warranty options for POS Devices purchased from Elavon, as indicated on the Enrollment Form,the following terms shall apply, as applicable, limited only to such POS Devices purchased from Elavon (and specifically excluding any other peripheral equipment purchased from Elavon and all equipment purchased from a third party): Premium Advanced Exchange Program: The Premium Advanced Exchange Program provides the following services during the applicable warranty period as specified on the Enrollment Form,which shall commence on the date of shipment of the POS Device to Merchant: i. In the event that a POS Device requires service, on Merchant's request, Elavon will ship a like-model, refurbished POS Device to Merchant for delivery the next business day(provided Merchant's request is received prior to 6 p.m. Eastern time)at no additional cost to Merchant. The refurbished POS Device will be configured and tested prior to shipment to Merchant. ii. Merchant will be provided with a call tag to enable Elavon to retrieve or cause the retrieval of Merchant's POS Device requiring service. Merchant must use the call tag promptly upon receipt. If Elavon does not receive the POS Device EXHIBIT B 5 la o E n SAFE T Services Addendum to TOS(v.10.07.15) requiring service within thirty (30) days of the issuance of the call tag, Merchant may be charged the cost of a new replacement POS Device. iii. Elavon will retrieve or cause the retrieval of the POS Device requiring service at no additional cost to Merchant. iv. Elavon will bill Merchant, and Merchant will be responsible for paying Elavon, for the costs of repairing POS Devices retrieved by Elavon unless such repairs are covered by the OEM warranty. With regard to the Premium Advanced Exchange Program: (a) Merchant must initiate the exchange process with Elavon, and (b) Elavon will bear the risk of loss of the refurbished POS Device sent to Merchant and the POS Device requiring service while such POS Devices are in the possession of Elavon or its freight carrier,and Merchant shall bear the risk of loss at all other times. Premium Repair Warranty Program: The Premium Repair Warranty Program provides the following services during the applicable warranty period as specified on the Enrollment Form,which shall commence on the date of shipment of the POS Device to Merchant: i. All repair fees, service, and parts related to any repair of the POS Device, other than with respect to repairs attributable to misuse or abuse of the POS Device or cosmetic damage not affecting the performance of the POS Device. ii. Cleaning and testing of repaired POS Devices. With regard to the Premium Repair Warranty Program: (a) Merchant must obtain an RMA Number from Elavon in order to initiate the warranty process,and(b)Elavon will bear the risk of loss of the repaired POS Device while such POS Device is in the possession of Elavon or its freight carrier,and Merchant shall bear the risk of loss at all other times. For the avoidance of doubt, any and all warranties provided under this SAFE-T Services Addendum, including this Exhibit B, shall not extend to any equipment,software or hardware purchased from any third party. 4. Miscellaneous Terms/Disclaimer. IN THE EVENT OF ANY DEFECT, MALFUNCTION, ERROR, OR DAMAGE TO ANY PURCHASED EQUIPMENT PROVIDED HEREUNDER, ELAVON'S SOLE OBLIGATION SHALL BE THE PROVISION OF WARRANTY SERVICE PURSUANT TO THE WARRANTY OPTION (IF ANY) SELECTED BY MERCHANT ON THE ENROLLMENT FORM, AND MERCHANT'S SOLE REMEDIES WITH RESPECT TO ELAVON SHALL BE THE RECEIPT OF WARRANTY SERVICE FROM ELAVON OR ITS DESIGNEE PURSUANT TO SUCH WARRANTY OPTION OR UNDER THE MANUFACTURER'S WARRANTY. ELAVON SHALL HAVE NO LIABILITY TO MERCHANT FOR COSTS, LOSSES,OR DAMAGES OF ANY KIND OR NATURE, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR OTHERWISE, WITH RESPECT TO ANY SUCH DEFECT, MALFUNCTION,ERROR,OR DAMAGE. EXHIBIT B 6 Elavon SAFE-T Services Addendum to TOS(v.10.07.15) EXHIBIT C TO SAFE-T SERVICES ADDENDUM SimMify Software License This Exhibit C shall be a part of the SAFE-T Services Addendum. Section A—Terms and Conditions 1. Definitions. Capitalized terms used in this Exhibit C (the "Simplify License") and not otherwise defined herein shall have the meanings ascribed to them in the glossary set forth in Section B of this Simplify License or, if not defined in such glossary, as defined in the Agreement. 2. License Grant and Permitted Use. (a) Elavon hereby grants to Merchant a non-exclusive, non-sublicensable, non-assignable, limited license in the Territory to use and allow Authorized Users to use the Simplify Software as installed on terminals owned or otherwise controlled by Merchant and to install, use,and allow Authorized Users to use any subsequent Releases of such Simplify Software provided to Merchant from time to time, solely for Merchant's internal business purposes to process data in accordance with the Documentation. This Simplify License permits Merchant to use the Simplify Software only on the POS Devices purchased by Merchant pursuant to this SAFE-T Services Addendum, as described on the Enrollment Form. Merchant is not permitted to use the Simplify Software to service any other POS Devices unless permitted by Elavon in writing. Merchant is not authorized to make copies of the Simplify Software. (b) Elavon hereby grants to Merchant a non-exclusive, non-sublicensable, non-assignable, limited license to use and to allow Authorized Users to use the Documentation solely in connection with access to and use of the Simplify Software pursuant to this Simplify License. Merchant shall have the right to make a reasonable number of copies of the Documentation, at no additional charge,solely for Merchant's own internal business purposes in connection with access to and use of the Simplify Software under this Simplify License; provided, however, that all proprietary markings of Elavon must be affixed and retained by Merchant on any such copies. (c) Except as provided in this Simplify License, Merchant shall not: (i) copy, re-sell,'reproduce, transfer, rent, lease, pledge, sublicense, distribute or republish in any form or by any means or allow another to use or access the Licensed Materials, or any portion thereof, including,without limitation,to provide outsourcing, service bureau,hosting services or training to third parties; (ii)alter, modify or otherwise prepare derivative works of the Licensed Materials; (iii)reverse engineer,disassemble or decompile the Simplify Software, or any part thereof; (iv)remove, change or obliterate the copyright, trade secret or other proprietary protection legends or notices which appear on or in the Licensed Materials; or (v) combine any Licensed Materials with any unauthorized third party software. Merchant will not access or use, and it will not permit any Authorized Users to access or use, the Licensed Materials or proprietary materials disclosed to Merchant for the purpose of creating, in whole or in part, a system that is functionally competitive with the Simplify Software. Merchant shall promptly notify Elavon of and shall otherwise cooperate with Elavon in preventing any unauthorized access to, or use or copying of, the Licensed Materials by Authorized Users or any other third party. (d) All rights not expressly granted to Merchant under this Simplify License are reserved by Elavon. 3. Delivery and Installation. (a) All installation of the Simplify Software, other than installation of Releases(as described below) must be conducted by or at the direction of Elavon. All POS Devices purchased by Merchant under the Agreement will be purchased from Elavon via the Enrollment Form or subsequent to the Effective Date indicated on the Enrollment Form, and the Simplify Software will be installed on such POS Devices prior to shipment to Merchant. (b) Delivery of the Simplify Software by Elavon shall be deemed to have occurred when a POS Device with the Simplify Software installed is tendered by Elavon or on Elavon's behalf to a carrier for shipment to the Merchant. Elavon will deliver one(1)copy of the Documentation to Merchant in a format determined by Elavon. 4. Limited Warranties:Disclaimers. (a) Elavon warrants as follows: (i) During the Warranty Period, the Simplify Software will include the functionality described in and will perform substantially in accordance with the Documentation in all material respects, provided that the Simplify Software is used in accordance with the terms of this Simplify License and the Documentation. In the event the Simplify Software does not perform as warranted during the Warranty Period and Elavon is unable to remedy such nonconformity within a reasonable time after receiving written notice thereof, Elavon shall, as Merchant's sole and exclusive remedy, refund to Merchant the fees paid hereunder for the Licensed Materials, upon the return of the Licensed Materials by Merchant. (ii) Elavon shall use commercially reasonable measures to screen the Simplify Software to avoid introducing any computer virus that is designed(A)to permit unauthorized access or use by third parties to the Simplify Software, (B)to damage, EXHIBIT C 7 Ela on SAFE Services Addendum to TOS(v.10.07.15) erase or delay access to the Simplify Software, or(C) to perform any other similar actions. Elavon shall not insert any code or other device into any Simplify Software that would have the effect of disabling, damaging, erasing, delaying or otherwise shutting down all or any portion of the Simplify Software. (iii)The Simplify Software Support Services (as defined below) will be performed in a professional and workmanlike manner. Elavon shall have and maintain sufficient resources to perform the Simplify Software Support Services in accordance with this Simplify License. (b) Limitations. Elavon's obligations under Section 4(a) of this Simplify License shall not apply: (i) to any modifications, alterations or customizations developed by or on behalf of Merchant; (ii) if the Licensed Materials are not used on the equipment specified or in accordance with the Documentation; (iii) if the Licensed Materials have been installed, implemented, customized, modified, enhanced or altered by any third party (except any third party utilized by Elavon to provide services under this Simplify License); (iv) if Merchant is not using the most recent Release of the Licensed Materials; or(v) to any error or defect caused by Merchant, an Authorized User or any third party (except any third party utilized by Elavon to provide services under this Simplify License)or third party software. 5. Simplify Software Support Services, Releases. (a) Simllify Software Support Services. During the term of this Simplify License, Elavon shall provide Merchant with the following support services(the"Simplify Software Support Services"): (i) Providing Merchant with solutions to any known material problem relating to each installation of the Simplify Software in a timely manner as such solutions become known to Elavon; (ii) Using commercially reasonable efforts to supply timely corrections for problems reported to Elavon by Merchant that Elavon can reproduce in a currently supported version of the Simplify Software; (iii) Furnishing a reasonable level of telephone support, as determined by Elavon, in the form of counsel and advice on use and maintenance of the Simplify Software;and (iv) Providing Merchant with new Releases of the Simplify Software as provided herein. (b) Simplify Software Support Services Fees. For so long as this Simplify License remains in effect, Merchant shall pay the fees for the Simplify Software Support Services set forth on the Enrollment Form (the "Simplify Software Support Services Fees"). Merchant understands and agrees that Simplify Software Support Services Fees shall not include fees for professional services, if any, associated with delivery and installation of any new Release of Simplify Software or modification of the then-current Major Release of Simplify Software then in use by Merchant, which shall be agreed in writing by Merchant and Elavon. (c) New Releases. Merchant shall be entitled to receive all new Releases of the Simplify Software, including Major Releases, provided that Merchant complies with the terms set forth in this Simplify License, including,without limitation,the payment of all Simplify Software Support Services Fees in full when due. Elavon shall provide new Releases of the Simplify Software to Merchant in a manner consistent with the provision of new Application Releases. Elavon shall not be responsible for any updates, upgrades or changes to Merchant's computer systems that may be necessary in conjunction with delivery, installation or use of any new Release of the Simplify Software. (d) Supported Releases. During the term of this Simplify License, Elavon will provide Simplify Software Support Services to Merchant only for (i)the then-current Release of the Simplify Software, if Merchant licenses an Application from Voltage Security, Inc., or, (ii) the then-current Release and, for no more than fourteen (14) days following the delivery of the then- current Release,the immediately prior Release of the Simplify Software, if Merchant licenses an Application from Verifone, Inc. (collectively, a "Supported Release"); provided that Merchant complies with the terms and conditions of this Simplify License and the Documentation, including,without limitation,payment obligations. (e) Unsupported Releases. If Merchant uses any Release other than a Supported Release (an "Unsupported Release"), Elavon will have no obligation to provide Simplify Software Support Services for such Unsupported Release; provided, that Merchant shall not thereby be relieved of its obligation to pay the Simplify Software Support Services Fees. Elavon, in its sole discretion, may elect to provide Simplify Software Support Services for Unsupported Releases at an additional charge to be mutually determined by the parties in writing,but Elavon shall have no obligation to do so. Whether or not Elavon elects to provide Simplify Software Support Services for an Unsupported Release, Elavon shall have no responsibility or liability for the compliance or non-compliance of any such Unsupported Release with industry standards, Laws or Payment Network Regulations. 6. Responsibilities of Merchant. (a) Merchant Data. Merchant acknowledges the Simplify Software does not verify accuracy of information or format of any data or information input by Merchant. (b) Merchant Telecommunications. Merchant shall be responsible for ensuring that its telecommunications connectivity, and any such connectivity provided by any third party on behalf of Merchant, is properly certified and maintained and complies with applicable industry rules and regulations, including Payment Network Regulations. (c) Merchant Systems and Equipment. Merchant shall be responsible for ensuring that the systems and equipment, including, without limitation,any POS Devices and any systems or equipment of third-party vendors used by Merchant,remain certified and compatible with the most recent Release of the Simplify Software. Elavon shall not be responsible for any updates, EXHIBIT C 8 Elavon SAFE-T Services Addendum to TOS(v.10.07.15) upgrades, or changes to Merchant's systems or equipment, including, without limitation, the POS Device or any third-party systems or equipment, that may be necessary in conjunction with delivery, installation or use of the Simplify Software. Failure of the Merchant's systems or equipment, including,without limitation,the POS Device,or any third-party systems,to remain certified or to be compatible and function with a Supported Release of the Simplify Software as regulated and/or required shall excuse Elavon from any and all liability under this Simplify License and in connection with any other services that Elavon may be providing to Merchant for the failure of the Simplify Software to perform in accordance with the Documentation. If Merchant has obtained Purchased Equipment from Elavon, Elavon shall ensure that each new Release of the Simplify Software is compatible with the Purchased Equipment until the end-of-life date established by the terminal manufacturer for such Purchased Equipment. In the event that any Purchased Equipment reaches its end-of-life date and Merchant has obtained replacement POS Devices that are compatible with the Simplify Software, Merchant and Elavon may enter into an agreement providing for the installation of the Simplify Software on such replacement terminals. Merchant will not be obligated to pay a new license fee in conjunction with such installation, although Merchant may be obligated to pay fees for professional services in conjunction with such installation,as agreed by the parties. (d) ELAVON DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS OR ADEQUACY OF ANY DATA OR OTHER INFORMATION PROVIDED OR MADE AVAILABLE BY MERCHANT OR ITS AUTHORIZED USERS,AND ELAVON WILL NOT BE LIABLE FOR ANY ERROR, OMISSION, DEFECT, DEFICIENCY, OR NONCONFORMITY IN THE DATA OR RESULTS FROM USING THE LICENSED MATERIALS, EXCEPT TO THE EXTENT DIRECTLY CAUSED BY A FAILURE OF THE LICENSED MATERIALS TO PERFORM IN ACCORDANCE WITH THE DOCUMENTATION. (e) Compliance by Merchant's Authorized Users. Merchant is responsible for compliance by each of its Authorized Users with the terms and conditions of this Simplify License and is responsible and liable for all access and use by Authorized Users and acts or omissions of Authorized Users under this Simplify License. 7. Fees and Payment. Merchant shall pay Elavon the Simplify Software Support Services Fees and such other fees for the Simplify Software (collectively, the "Simplify Software Fees") set forth on the Enrollment Form or otherwise agreed by the parties in writing. All Simplify Software Fees are non-refundable, except as otherwise provided in this Simplify License or SAFE-T Services Addendum. S. Ownership and Reservation of Rights. Elavon retains all right, title and interest, including, without limitation, all Intellectual Property Rights, in and to the Licensed Materials, Elavon Confidential Information and all Customizations. No rights in the Licensed Materials, Elavon Confidential Information or Customizations are granted to Merchant other than those limited license rights expressly set forth in this Simplify License. In the event any right, title or interest in and to any Licensed Materials or to any Customizations developed by Merchant or Elavon is deemed to vest in Merchant, Merchant hereby assigns and agrees to assign to Elavon all worldwide right,title, and interest in and to such Licensed Materials and to any Customizations, including all intellectual property rights therein. 9. Disclaimer. THE SIMPLIFY SOFTWARE AND ALL LICENSED MATERIALS AND CUSTOMIZATIONS ARE PROVIDED ON AN "AS IS" BASIS IN THEIR PRESENT STATE AND CONDITION. WITHOUT LIMITING ANY TERMS UNDER THE AGREEMENT, NEITHER ELAVON NOR ITS SUPPLIERS MAKES ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SIMPLIFY SOFTWARE, LICENSED MATERIALS, AND CUSTOMIZATIONS, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, IMPLIED CONDITION OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. 10. Export Control Notice. Merchant acknowledges that the Licensed Materials are being delivered to Merchant in the United States and are,therefore, subject to United States export control laws. Merchant shall not export,re-export, directly or indirectly, the Licensed Materials from the United States without Elavon's prior written authorization and agrees to comply with applicable United States and foreign export control laws, including, by way of example, the United States Commerce Department's Export Administration Regulations, the International Traffic in Arms regulations and any regulations or licenses administered by the Department of the Treasury's Office of Foreign Assets Control. Section B—Glossary Authorized User means any individual that Merchant permits to access and use the Simplify Software for Merchant's ordinary business purposes. Customizations means any works of authorship, work product, and any invention, process, method, development, design, schematic, or technical information, whether patentable or not, including, without limitation, documentation, software or EXHIBIT C 9 Ela on SAFE-T Services Addendum to TOS(v.10.07.15) enhancement, improvements, alterations, or derivatives of the Simplify Software or the Licensed Materials developed by Elavon, either alone or jointly with others, in connection with the provision of Simplify Software Support Services. Documentation means the specifications and written services description for the Simplify Software that are delivered to Merchant under this Simplify License, including user manuals, all as may be amended by Elavon from time to time. Documentation shall not include marketing materials,proposals,demonstrations and other promotional information. Licensed Materials means one installed copy of the executable code (i.e. object code) of the Simplify Software per authorized Merchant POS Device and a copy of the Documentation reasonably necessary for a user to operate the Simplify Software and any permitted copies of the foregoing. Major Release means any additional or replacement code or Documentation provided by Elavon that adds major new capabilities or functionality to the Licensed Materials, as designated by a change in the number to the left of the decimal point in the version number(e.g., from version 1.0 to 2.0). Major Release does not include new or additional modules of Licensed Materials, which must be licensed separately from Elavon. Minor Release means any additional or replacement code or Documentation provided by Elavon that does not add major new capabilities or functionality and that is made generally available by Elavon to its customers using the applicable Major Release of the Licensed Materials,as designated by a change in the number to the right of the decimal point in the version number(e.g., from version 1.1 to version 1.2). Release means Major Releases, Minor Releases and Revisions,collectively. Revision means any product temporary fix, error corrections, work-around, or other maintenance correction made available by Elavon to its customers, as designated by a change in the number to the right of the second decimal point in the version number (e.g.,from 1.1.1 to 1.1.2). Simplify Software means the installed version of the software application referred to and marketed as the Simplify software, including any Releases made available by Elavon to Merchant under this Simplify License. Simplify Software Fees means the applicable fees for the Licensed Materials, Simplify Software, Simplify Software Support Services, and any other services or products,as set forth on the Enrollment Form. Simplify Software Support Services means the support services provided by Elavon to Merchant,as set forth in Section 5 of this Simplify License. Supported Release has the meaning given to it in Section 5(d)of this Simplify License. Unsupported Release has the meaning given to it in Section 5(e)of this Simplify License. Warranty Period means the period beginning on the Effective Date indicated on the Enrollment Form and ending on the earlier of ninety (90) days from the Effective Date or the date of Merchant's first use in a production environment of a POS Device on which the Simplify Software is installed. EXHIBIT C 10 Eli ' 11 avon Service Website Addendum to TOS(v.10.07.15) SERVICE WEBSITE ADDENDUM TO TOS (for Processing Services) Pursuant to this Service Website Addendum and the related procedures of any associated networks; (iii) remove, enrollment form (the "Enrollment Form"), Merchant elects to change or obliterate the copyright, trade secret or other utilize the Service Website (as defined below) for certain proprietary protection legends or notices that appear in Transaction management functionality. Access to the Service connection with access to and use of the Service Website; Website shall be deemed to constitute a part of the Processing or (iv) copy, re-sell, republish, download, frame or Services. This Service Website Addendum is an addendum to transmit in any form or by any means the Service and supplements the Agreement(as defined on the Enrollment Website, or any part thereof, including, without Form) and, except as expressly set forth herein, is subject to limitation, in order to act as a consultant, service bureau, and governed by the terms of the Agreement. Capitalized outsourcing or application service provider for any third terms used and not otherwise defined in this Service Website parties,or otherwise allow any third party to use or access Addendum shall have the meanings ascribed to them the Service Website. Merchant will not access or use,and elsewhere in the Agreement, including the Terms of Service it will not permit any Authorized User to access or use,the ("TOS"), the Merchant Operating Guide ("MOG") and the Service Website for the purpose of creating, in whole or in Enrollment Form, part, a system or service that is functionally competitive with the Service Website or the Processing Services. PART I—DEFINITIONS Merchant shall promptly notify Elavon of and shall otherwise cooperate with Elavon in preventing any Administrator means the Merchant employee designated unauthorized access to, or use or copying of, the Service by Merchant to establish user groups for access to the Website, or any part thereof, by Merchant, Authorized Service Website by Authorized Users of Merchant and to Users or any third patty. Merchant is and shall remain liable issue and manage user IDs and passwords of Authorized for all access and use by Merchant and its personnel Users. including, without limitation, Authorized Users, of the Authorized Users means the Merchant's employees or Service Website. other authorized personnel expressly authorized by Monitoring. Merchant acknowledges and agrees that Merchant or Elavon to access and use the Service Elavon may be able to monitor access to and use of the Website. Service Website and to prohibit any access or use of data Service Website means the browser-based user interface or information within the Service Website that Elavon operated by Elavon and located at the URL designated by reasonably believes is unauthorized, may violate Elavon (as such URL may be updated from time to time), applicable law or that may pose an unacceptable risk of which provides Merchant with batch management, material harm to Elavon, other Elavon customers or settlement balancing, and Transaction research and Elavon's systems; provided, however, that Merchant reporting functionality. further acknowledges and agrees that Elavon has no PART II—TERMS AND CONDITIONS obligation to detect or prevent, and will have no liability for failing to detect or prevent,any unauthorized access to I. Merchant Access and Use of the Service Website. or use of the Service Website using any password or user Subject to the terms, conditions and limitations set forth ID assigned to or by Merchant. in the Agreement, Elavon grants Merchant a limited, 3. Administration; Authorized Users. Merchant shall revocable, non-exclusive, non-assignable, non- designate an Administrator in writing. The Administrator transferable right during the Initial Term and any Renewal shall create passwords and user IDs for Authorized Users, Term of the Agreement to access and use the Service and Merchant shall be responsible for the distribution and Website solely for Merchant's own internal business security of such passwords and user IDs. Merchant is purposes in accordance with the terms and conditions of responsible for ensuring the access granted to each the Agreement, including this Service Website Authorized User is limited to only the access and Addendum. Merchant and its Authorized Users will not, information necessary for the Authorized User to perform and will ensure that their employees do not: (i) transmit his or her job functions on behalf of Merchant. Merchant any data that contains software viruses, time bombs, is responsible for compliance with this Service Website worms, Trojan horses, spyware, disabling devices, Addendum by each of its Authorized Users and is solely malicious code, or other harmful or deleterious computer responsible for all acts or omissions of the Authorized code, files or programs to the Service Website; (ii) Users. interfere with or disrupt the servers or networks providing the Service Website, or violate the regulations, policies or Service Website Addendum to TOS(for Processing Services) I Ela on Service Website Addendum to TOS(v.10,07.15) 4. Use of Service Website by Merchant's Affiliates. shall not be responsible for the reconstruction of any Merchant's affiliates listed in the Affiliated Entities information or data lost in transmission to or from the Addendum to the Agreement (if applicable) shall be Service Website due to any malfunction of Merchant's permitted to use the Service Website, provided that any or Merchant's third-parry service provider's systems. such affiliates comply with all restrictions,obligations,and Merchant acknowledges that Elavon is not responsible requirements imposed on Merchant by this Service Website for ensuring or verifying the accuracy of the content or Addendum. Merchant will, at all times, remain fully fonnat of any Transaction data received by Elavon. responsible for any use of the Service Website by any of MERCHANT ACKNOWLEDGES AND AGREES Merchant's affiliates, to the same extent that Merchant THAT THE SERVICE WEBSITE RELIES ON THE remains responsible for its own use of the Service Website, DATA AND DIRECTIONS PROVIDED BY except to the extent that an affiliate has entered into a MERCHANT AND ITS AUTHORIZED USERS. separate agreement with Elavon pursuant to which such ELAVON DOES NOT GUARANTEE THE affiliate has agreed to be directly responsible to Elavon for ACCURACY, COMPLETENESS OR ADEQUACY such affiliate's use of the Service Website. Without OF ANY DATA OR OTHER INFORMATION limiting the foregoing, Merchant agrees that Elavon shall PROVIDED OR MADE AVAILABLE BY be entitled to rely upon the accuracy and completeness of MERCHANT OR ITS AUTHORIZED USERS, AND all specifications, information, and data provided by a ELAVON WILL NOT BE LIABLE FOR ANY Merchant affiliate or on behalf of a Merchant affiliate in ERROR, OMISSION, DEFECT, DEFICIENCY, OR connection with such affiliate's use of the Service NONCONFORMITY IN DATA OR RESULTS Website to the same extent that Elavon is entitled to rely OBTAINED THROUGH MERCHANT'S USE OF on specifications, information, and data provided by or on THE SERVICE WEBSITE, EXCEPT TO THE behalf of Merchant hereunder. Merchant's affiliates may EXTENT CAUSED BY ELAVON'S BREACH OF not enforce this Service Website Addendum against Elavon. THIS SERVICE WEBSITE ADDENDUM. Merchant must promptly notify Elavon in writing: (i) in (b) Elavon shall have the right to rely on instructions and the event any affiliate listed in the Affiliated Entities approvals submitted by Merchant regarding access to Addendum to the Agreement no longer qualifies as an and use of all Merchant's Transaction data. Merchant affiliate to which Merchant will provide access to the and its Authorized Users may view and retain certain Service Website, or (ii) in the event that any entity not Transaction data stored by Elavon in accordance with listed in the Affiliated Entities Addendum to the the functionality of the Service Website and this Agreement becomes an affiliate to which Merchant will Service Website Addendum. In the event that provide access to the Service Website. Merchant agrees Merchant wishes to access or receive copies of that Elavon may share any relevant provision of this Transaction data that is not accessible or downloadable Service Website Addendum with any affiliate listed in the via the Service Website, Merchant may request that Affiliated Entities Addendum to the Agreement that Elavon provide such Transaction data and Elavon will requests to enter into a separate agreement with Elavon work with Merchant to provide such Transaction data for use of the Service Website or with respect to which on mutually agreed upon terms. Notwithstanding the Merchant requests Elavon enter into such a separate foregoing or anything herein to the contrary, in the agreement. event that, following the expiration or the termination of the Agreement,Merchant desires to access or receive 5. Transaction Data. copies of Transaction data stored by Elavon, Merchant (a) Elavon shall not bear and expressly disclaims any and shall be required to: (i) enter into a data access all liability related to Merchant's use of agreement to be separately executed by the parties and telecommunications services and related networks of (ii)pay any fees imposed by Elavon in connection with Merchant or a third party, including, without limitation such access. any erroneous transmission, corruption or loss of data, or inability to access the Service Website as a result of 6. Fees. Merchant shall pay the fees for access to and use of the failure of the telecommunications systems, the Service Website set forth on the Enrollment Form. equipment, resources, or software of Merchant or any third party. Without limiting the foregoing, Elavon Service Website Addendum to'FOS(for Processing Services) 2 February 2017 TOS201702 TERMS OF SERVICE TABLE OF CONTENTS SECTION A - GENERAL PROVISIONS ...... ....................................................................2 1. DEFINITIONS............. ................................... .............--.........................................2 2. RULES OF CONSTRUCTION............................................................................. ...............2 3. ACCEPTANCE OF PAYMENT I)EV ICES........................................................ ................2 4. 7FRANSACTIONS...... ..................................................... .............................. .....................2 5. DEMAND DEPOSIT ACCOUNT (DDA).................... ............... ...................3 6. SECURITY INTERESTS; RESERVE ACCOUNT; RECOUP,MENT AND SET-OFF......4 7. FL ES; OTHER AMOUNTS OWED; TAXES-........................................... .......................6 8, ACCURACY OF INFORMATION; INDEMNIFICATION; LIMITATION OF LIABILITY.................... .......... ................................................................................ 7 9. REPRESENTATIONS AND WARRANTIES .....................................................................8 10. AUDIT AND INFORMATION ................................................. ...................... 9 11. FRAUD MONITORING.....................................................................................................9 12. BUSINESS CONTINUITY.......................................--........................................ ...........10 13. PERSONAL, GUARANTY ..... ..................... ...................................... ......................10 14. 71'14IRD PARTIES.................................... ............................................ ............................10 15. TERM AND TERMINATION.... .............................................. ......................................11 16. COMPLIANCE WITH LAWS AND PAYMENT NETWORK REGULATIONS; MATCH"" AND CONSORTIUM MERCHANT NEGATIVE FII.E..............................12 17. USE OF TRADEMARKS; CONFIDENTIALITY; PASSWORDS.................................15 18. MISCELLANEOUS PROVISIONS..............--.................. ............................ ................ 16 19. PROVISIONS APPLICABLE TO COMPANY'S ACCEPTANCE OF TRANSACTIONS IN CANADA............... ..................... ............................... ................20 20. EQUIPMENT LEASING .... ........................ ..........................-- ................................28 SECTION B-ELECTRONIC CHECK SERVICES (ECS).............................................35 SECTION C -TOKENIZATION SERVICES............ ................... ..................................37 SECTION D- FANFARE SERVICES..............................................-'-...........................')q SECTION E-AMERICAN EXPRESS ACCEPTANCE PROGRAM ...........................43 SECTION F-SAFE- T FOR SMB SERVICES...............................-...............................45 SECTION G - GLOSSARV ................................................ ....... .................-.................47 Ela'v-ln i TOS201702 TERM'S OF SERVICE TERMS OF SERVICE These Terms of Service (TOS) and the other portions of the Agreement govern the Company's participation in the Program. The TOS is incorporated into and made part of the Agreement and the signature by an authorized representative of the Company on the Company Application, or the transmission of a Transaction Receipt or other evidence of a Transaction, shall be the Company's acceptance of and agreement to abide by the terms and conditions contained in [Ile Agreement. No strikeover, of the preprinted text of the TOS shall be effective. Company acknowledges that it has received, understands,and agrees to be b0LJnd by the Agreement. Avon TOS201702 TERMS OF SERVICE SECTION A - GENERAL PROVISIONS I. DEFINITIONS. Definitions used within this TOS are listed alphabetically in tile Glossary. 2. RULES OF CONSTRUCTION. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. Singular terms sliall include the plural, and vice versa, unless the context otherwise requires. The words "hereof," "herein," and "hereunder," and words of similar import When used in the TOS shall refer to the TOS and not to any particular provision of the TOS. The word "day" shall mean "calendar day," unless specifically stated otherwise. Ill the event of a conflict between the terms of Section (A) ..--General Provisions, and any subsequent Section of the TOS, the terms of the subsequent Section shall prevail. 3. ACCEPTANCE OF PAYMENT DEVICES. Company shall determine in accordance With the Payment Network Regulations and the Agreement which types of Payment Devices it will agree to accept as a form of payment from its Customers. The terms and conditions for the acceptance of tile applicable Payment Devices and Company's use of the Payment Device Processing Services are set forth in the Agreement and in the Operating Guide, incorporated herein and located at our website litt,ps://Nvww.iiiei-chaiitcoiiiiect.coinICWRWeb/p,df/MOG Eng.2df. Each schedule, exhibit, addendum or attachment to the Agreement shall be governed by the TOS and the applicable provisions of the Operating Guide,as well as by the terms set forth in the Company Application. 4. TRANSACTIONS. a. Company Compliance. Company must comply with all the requirements under the Agreement. Company must also comply with the procedures set forth in the Operating Guide and any other guides,manuals,or rules provided in writing to Company by Elavon firom time to time. b. Settlement of Transactions. i. Deposits. Company agrees that the Agreement is a contract of financial accommodation within the meaning of the Bankruptcy Code, I I U.S.C. Section 365, as amended from time to time. I-or purposes of Transactions in Canada, Company agrees that the Agreement is a contract for the advance of credit to Company within the meaning of Section 11.01(b) of the Coinpanies' Cretlitors Arrangement Act (Canada) and within the meaning of Section 65.1(4)(b) of the Bunktwplcy oriel Insolvency Act (Canada). Subject to this Section, Elavon and Mernber will deposit to the DDA all funds evidenced by Transaction Receipts complying with the terms of the Agreement and the Payment Network Regulations and will provide Company provisional credit for such funds (less recoupment of any Chargebacks, returns, adjustments, fees, fines, penalties, assessments from the Payment Networks, Leased Equipment payments and other payments due under the Agreement). Company acknowledges that its obligation to Elavon and Member for all arnounts owed Linder the Agreement arises out of the same transaction as Elavon's and Mernber's obligation to deposit funds to the DDA and Such amounts are owed in the ordinary course of business. ii. Provisional Credit. Company acknowledges that all credits for funds provided to it are provisional and subject to reversal in the event that Elavon and Mernber do not. receive payment of corresponding settlement amounts from the Payment Networks. Company further acknowledges that all credits are subject to adjustments lbr inaccuracies and errors (including rejects) and Chargeback's in accordance with the Agreement and the Payment Network Regulations, whether or not a Transaction is charged back by the Issuer or Customer. Company authorizes Elavon or Member to initiate reversal or adjustment (debit or credit) entries and to initiate or Suspend Such entries in accordance with the Agreement as may be necessary to grant or reverse SECTION A—GENERAL PROVISIONS 2 rad In TOS201702 TERMS OF SERVICE provisional credit for any Transaction. Further, Elavon ilia), delay Company-issued Customer credits for up to five(5)business days Ior accounting verification.Customer credits issued by Company to PIN-Debit Cards will not be subject to this delay. Member or Elavon may elect to grant conditional credit for individual or groups of Transaction Receipts. Final credit for Transaction Receipts will be granted within Mernber's and Haven's sole discretion. iii. Original Transaction Receipts. Under no circumstances will Elavon of- Member be responsible for processing returns, refunds, or adjustments related to Transactions not originally processed by Elavon and Member. c. Processing Limits. Elavon may impose a cap on the dollar amount of'Fransaction Receipts that it will process for Company as indicated on the Company Application as Company's annual volume or as otherwise established by Elavon. This limit may be changed by Elavon from time to time, without prior notice to Company. If Company exceeds the established limit, Elavon may Suspend the processing of Transaction Receipts, and either return all Transaction Receipts evidencing funds over the cap to Company or hold those deposits in a separate account or Reserve Account. d. Chargebacks. Company is fully liable to Elavon and Member for all Transactions returned to Elavon or Member l'or whatever reason including all Chargebacks, Company will pay Elavon and Member for all Chargebacks. Company agrees to accept for Chargeback, and will be liable to Elavon and Member in the arnount of any Transaction for which the Customer or Issuer disputes tile validity of the Transaction for any reason. Company authorizes Elavon and Member to offset from funds due Company for Transaction activity or to debit the DDA, the Reserve Account, of,any other account field at Member of-at another financial institution for the amount of all Chargebacks including, as applicable, any currency fluctuations. Company will fully cooperate with Flavon and Member in complying with the Payment Network Regulations regarding all Chargebacks. Guarantors are personally liable to Elavon and Member for all Chargebacks. 5. DEMAND DEPOSIT ACCOUNT(DDA), a. DDA and ACH Authorization. Company will establish and maintain with Member (or with another ACH participating financial institution acceptable to Member) one of- more DDAs to facilitate payment for Transactions. Company will maintain sufficient funds in the DDA to accommodate all Transactions contemplated by the Agreement and all Chargebacks, returns, adjustments, fees, fines, penalties, assessments from the Payment Networks, Leased Equipment payments and other payments due tinder tile Agreement. Company irrevocably authorizes Elavon, Member, and their respective authorized vendors and agents who provide services under the Agreement, to initiate ACH debit and credit entries to the DDA,the Reserve Account or any other account maintained by Company at any institution that is a receiving member of the ACH network, in order to make payments to of, collect payments from Company due under the Agreement. The foregoing authorizations will remain in effect after termination of the Agreement until all of Company's obligations to Elavon and Member have been paid in full. Company also authorizes Elavon's or Member's vendors or agents to debit the DDA for any fees due to such vendors or agents under the Agreement. Company must obtain prior consent from Member and Elavon to change the DDA. If Company does not get that consent, Elavon or Member may immediately and Without notice terminate the Agreement and may take any other action either of them deerns necessary in their discretion. Elavon and Member have the right to rely upon written instructions submitted by Company requesting changes to tile DDA. In the event Company changes the DDA,the ACH debit and credit authorization established hereunder Nvill apply to the new account and Company shall provide Elavon and Member Such information regarding the new DDA as they deem necessary to effiect payments to and from the flew DDA. It may take Elavon Lip to tell (10) business days after Elavon's receipt of written notice from Company to reflect in its system any change to Company's DDA. Company may request fi-orn SECTION A—GENERAL PROVISIONS 3 rllalNin TOS201702 TERMS OF SERVICE Elavon written confirmation of E lavon's and Member's consent to change the DDA. If the DDA is maintained with Member, Member will deposit all funds evidenced by Transaction Receipts to the DDA, subject to Section (A)(4) of the TOS. Haven and Member have the right to delay, within their discretion, crediting the DDA with funds evidenced by submitted Transaction Receipts. To the extent required, Company authorizes Member or Elavon to initiate reversal or aqjusti-nent entries and initiate or suspend Such entries as may be necessary to grant Company provisional credit for any entry. Member will make deposits to the DDA pursuant to the Agreement and the ACH authorization. To the extent required, Company authorizes and appoints Member to act as its agent to collect Transaction amounts from the Issue]-, the Customer or the Customer's financial institution. Member, in its sole discretion or at Elavon's direction, may grant Company provisional credit for Transaction amounts in the process of collection, subject to receipt of final payment by Member arid Elavon and subject to all Chargebacks, retUMS, MIJUStIllentS, fees, fines, penalties, assessments from the Payment Networks, Leased Equipment payments and any other payments due Linder the Agreement. b. Asserted Errors. It is the responsibility of Company to reconcile the statements regarding Transaction activity received from Elavon, any Payment Network, and any third party vendors with the statements Company receives for Company's DDA. Company must promptly examine all statements relating to the DDA and immediately notify Elavon and Member in writing of any errors in the statement Company received from Elavon. Company's written notice must include: (i) Company naive and account number; (ii) the dollar amount of the asserted en-or; (iii) a description of the asserted error; and (iv) an explanation of wily Company believes an error exists and the cause of it,if known.That written notice must be received by Elavon within forty- five (45) days after the month end date on the statement containing the asserted error, If Company fails to provide such notice to Elavon within said forty-five (45) days, Elavon arid Member shall not be liable to Company tor any errors Company asserts at a later date. Company may not make any claim against Member or Elavon for any loss or expense relating to any asserted error for sixty (60) days immediately following Elavon's receipt of Company's written notice, During that sixty (60) day period, Elavon will be entitled to, investigate the asserted error, and Company shall not incur any cost or expense in connection with the asserted error without notifying Elavon. c. Depository institution. Company authorizes its depository institution to grant Elavon and/or Member access to any and all information or records regarding the DDA. Company authorizes l::lavon and/or Member to direct the depository institution to hold funds in the DDA in an arnount which Elavon and/or Member, in their respective discretion, either individually or collectively,deem sufficient to fully protect Elavon's and Members rights Linder the Agreement or to block or restrict Company's or others' access to fiends in the DDA (whether or not such funds are specifically related to any previous deposit for any Transaction Receipt), Company directs the depository institution to immediately comply with any such direction from Elavon or Member, d. Indemnity. Company will indemnify and hold harmless Elavon and Member for any action they take against the DDA or Reserve Account pursuant to the Agreement. Company will also indemnify arid hold harmless the depository institution at which it maintains its DDA for acting in accordance with any instruction from Elavon and/or Member regarding tile DDA. 6. SECURITY INTERESTS; RESERVE ACCOUNT; RECOUPMENT AND SET-OFF, a. Security Interests. i. Security Agreement. The Agreement constitutes a security agreement Linder the Uniform Commercial Code. Company grants, to Elavon and Member a security interest in and lien upon (and in Quebec, a hypothec on): (a) all funds at any time in the Reserve Account or DD,A, regardless of the source of'such Funds, and (b) all funds underlying ull ian SECTION A-GENERAL PROVISIONS 4 .Ua TOS201702 TERMS OF SERVICE present and future Transaction Receipts; and (c) any amount which may be due to Company under the Agreement, including, without limitation, all rights to receive any payments or credits under the Agreement (collectively,the"Secured Assets"). Company agrees to provide other Security to Elavon and Member, upon request, to secure its, obligations Linder the Agreement. These security interests and liens (and hypothecs)will secure all of Company's obligations under the Agreement and any other agreements now existing or later entered into between Company and Elavon and/or Member including Company's obligation to pay any amounts due and owing to Member or Elavon. Elavoti and Member may execute this security interest (and llyp0thCCS), Without notice or demand of any kind, by making all immediate withdrawal or by restricting Company's access to the Secured Assets. ii. Perfection. Upon request of Elavon or Member, Company will execute one(1) or more control agreements or other documents to evidence or perfect this security interest (and hypothec), Company represents and warrants that no other person or entity has a security interest (or hypothec) in the Secured Assets. With respect to Such security interests and liens (and hypothecs), Elavon and Member will have all rights afforded Linder the Uniform Commercial Code, any other applicable law and ill equity. Company will obtain from Elavon and Member written consent prior to granting,a Security interest (or hypothec) of any kind ill the Secured Assets to a third party. Company agrees that this is a contract of recoupinent and Elavon and Member are not required to file a motion for relief From a bankruptcy action automatic stay to realize ally of the Secured Assets. Nevertheless, Company agrees not to contest or object to any motion for relief from the automatic stay filed by Elavon or Member, Company authorizes and appoints Elavon as Company's attorney in fact to sign Company's name to any control agreement used for the perfection of any security interest or lien (or hypothec)granted hereunder. b. Reserve Account. i. Establishment. Elavon and/or Member may establish a Reserve Account at any time for the purpose ofp,roviding a SOLB-Ce of funds to pay Member and Elavon for any and all amounts owed by Company, The Reserve Account shall be maintained with SLIMS sufficient to satisfy Company's Current and/or future obligations as determined by Member or Elavon. Member and Elavon shall have sole control of the Reserve Account. Member and/or Elavon may, at any time, require that the arnount on deposit in the Reserve Account be increased. ii. Funding. Member and Elavon may fund the Reserve Account by any one or more of the following means. aa. Member and Elavon may require Company to deposit into the;Reserve Account funds in an amount determined by Elavon; bb, Member and Elavon may debit the DDA in any amount;or M Member and Elavon may deposit into the Reserve Account funds they would otherwise be obligated to pay Company. iii. Use of Funds in Reserve Account, Member or Elavon may, without notice to Company, apply funds in tile Reserve Account against any outstanding amounts Company owes or future amounts Company will owe Linder the Agreement or ally other agreement between Company and Member or Elavon, Also, Member or Elavon may debit the Reserve ACCOLlut to exercise their rights Linder the Agreement including, Without limitation,their rights of set-off"and rec011pillent to collect any amounts due to Member or Elavon. Further, Company agrees that Elavon or Member may be required to send funds in a Reserve Account to a third party in response to a tax levy or other court order. SECTION A—GENERAL PROVISIONS TOS201702 TERMS OF SERVICE iv. Termination of Reserve Account, Funds held in the Reserve Account shall remain in the Reserve Account until each of the following has Occurred: (1) the Agreement has been terminated; and (2) Company has paid in full all amounts owing or that could ever be owed tinder the Agreement, including all Chargebacks, returns, adjustment, fees, fines, penalties, assessments from the Payment Networks, Leased Equipment payments and any other payments clue under the Agreement. In no event shall Company be entitled to a return of any funds remaining in the Reserve Account before tWO-11 Lind red-seventy (270) days following the effective date of termination of the Agreement. c. Recoupment and Set-off. Member and Elavon have the right of recoupinent and set-off, This means that they may offset any outstanding,or uncollected amounts owed to them from: (i) any amounts they Would otherwise be obligated to deposit into the DDA; and(ii)any other ainOLIfItS they may owe Company under the Agreement or any other agreement. Company acknowledges that in tile event of a Bankruptcy Proceeding, in order for Company to provide adequate protection under Bankruptcy Code Section 362 or applicable law to Elavon and Member,and in order to ensure that Mavon and Member do not and are not obliged to advance credit to Company, Company must create or maintain the Reserve Account as required by Elavon and/or Member and either of them shall have the right to offset against the Reserve Account for any and all obligations Company may owe to Elavon and Member, without regard to whether the obligations relate to Transaction Receipts initiated or created before or after the initiation of the Bankruptcy Proceeding ,or the filing of the petition, motion,request for stay or other proceeding in connection with a Bankruptcy Proceeding,. d, Remedies Cumulative. The rights conferred upon Member and Elavon in this Section are not intended to be eXCIUSiVe of each other or of any other rights and remedies of Member and Elavon under the Agreement, at law or in equity. Rather, each and every right of Member and Elavon Linder the Agreement, at law or in equity is cumulative and concurrent arid in addition to every other right. 7. FEES; OTHER AMOUNTS OWED; TAXES. a. Fees. Company will pay Member and Elavon fees for services, supplies, and equipment in accordance with the Agreement and any additional application or setup form(s). Such fees will be calculated arid debited from tile DDA or the Reserve ACCOLint once each day or month for the previous day's or month's activity as applicable, or will be deducted froin the funds due Company Under the Agreement. In addition, Company will pay Elavon at its standard rates for research including, but not limited to, research required to respond to any third part), or government Subpoena, levy,or garnishment oil Company's account, Elavon may adjust the fees in accordance with Section(A)(1 8)(p)below. b. Other Amounts Owed. Company will immediately pay Elavon or Mernber any amount incurred by Elavon or Member attributable to the Agreement, including, without limitation, Chargebacks, returns, adjustments, fees, fines, penalties (including all fines and penalties assessed by the Payment Networks as a result of Company's Transaction processing), assessments from the Payment Networks, Leased Equipment payments and any other payments due tinder the Agreement. Elavon or Meniber may offset these amounts from funds otherwise owed by Elavon or Member to Company or may debit these amounts from Company's DDA or Reserve Account by ACH, and in the event such offset or ACH debit does not fully reimburse Elavon or Member for the amount owed, Company will immediately pay Elavon or Member such amount. Elavon will charge interest, as allowed by Law, oil all uncollected items that are more than thirty(30)days past due. .M -T-1 SECTION A—GENERAL PROVISIONS a n TOS201702 TERMS OF SERVICE c. Taxes. Company is also obligated to pay all taxes and other charges imposed by any governmental authority on the goods and services provided under the Agreement. If Company is a tax-exempt entity, Company wilt provide Elavon and Member with all appropriate certificate of tax exemption. 8. ACCURACY OF INFORMATION; ]INDEMNIFICATION; LIMITATION OF LIABILITY, a. Accuracy of Information. Company represents and warrants to Member and Elavon that all information provided to Elavon in the Company Application, in the bid process if applicable, or otherwise in the Agreement is true and complete and properly reflects the business, financial condition and principal partners, owners, officers, or ownership of Company. Company must promptly notify Elavon in writing of any changes to such information, including, without limitation, any additional location or new business at which Company desires to accept Payment Devices, the identity of principals and/or owners, the form of business organization (i.e., sole proprietorship, partnership,etc.),type ofgoods and services provided,and how Transactions are completed (i.e,, by telephone, mail, electronic commerce, or in person at Company's place of business). The notice must be received by Elavon at least ten (10) business days prior to the change. Company will provide any additional information requested by Elavon within a reasonable time. Elavon has the right to rely upon Written instructions submitted by Company to request changes to Company's business inrorniation. Company may request written confirmation of Elavon's consent to the changes to Company's business information. Company will defend, indemnify, and hold harmless Member and Elavon for all losses and expenses incurred by Member or Elavon arising out of any such change, whether or not reported to Elavon, or Company's filihIre to provide requested information. Company will not submit Transactions for processing to Elavon or Member for any businesses, products, or methods of selling other than those set forth in the Company Application at the time Company applies for services without the prior written consent of Elavon, Elavon may immediately terminate the Agreement upon notification by Company of a change to tile information in the Company Application. Company authorizes Elavon and Member to contact credit reporting agencies and Company's creditors to make inquiries and obtain reports regarding Company's credit standing upon Elavon's or Member's receipt ofthe Company Application. b. Indemnification. Company will be liable for and indemnify,defend, and hold harmless Elavon, Member and their respective employees, officers, directors, and agents against all claims, including claims made by third parties, losses, damages, liabilities or expenses arising Out Of the Agreement and for all reasonable attorneys' fees and other costs and expenses paid or incurred by Member and/or Elavon in the enforcement of the Agreement, including those resulting from any Transaction processed under the Agreement or any breach by Company of the Agreement and those related to any Bankruptcy proceeding, c. Limitation of Liability. Company acknowledges that Elavon's and Member's fees for the Processing Services provided to Company by Elavon and Member are very small in relation to the funds advanced to Company for Transactions and consequently Elavon's and Member's willingness to provide these services is based oil the liability limitations contained in the Agreement. 'Therefore, in addition to greater limitations on Elavon's or Member's liability that may be provided elsewhere, any liability of Elavon and Member under the Agreement, whether to Company or any other party, whatever the basis of the liability, will not exceed, in the aggregate,an amount equal to the fees paid by Company during the last three(3)months. In no event will Elavon, Member, or their agents, officers, directors, or employees be liable for indirect,exemplary,punitive,special,or consequential damages. cl. Performance. Elavon and Member will perform all services in accordance with the Agreement, Elavon makes no other warranty, express or implied, regarding the services, and nothing contained in tile Agreement will constitute such a warranty. Elavon and Member disclaim all implied warranties, including those of merchantability and fitness for a particular r1lavI SECTION A-GENERAL PROVISIONS 7 n TOS201702 TERMS OF SERVICE purpose. Neither Elavon nor Member shall be liable for any failure or delay in its performance of the Agreement if Such failure or delay arises for reasons beyond the control of Elavon or Member and without the fault or negligence of Elavon or Member. 9. REPRESENTATIONS AND WARRANTIES. Company represents and warrants to Elavon and Member as of the time the Agreement is effective, and reaffirm to Elavon and Member each time a Transaction is effected during the Initial Tenn or any Renewal Term of tile Agreement, the following: a. Organization, Company is a corporation, company, limited liability company, unlimited liability company, limited liability partnership, limited partnership,general partnership,business trust, association or sole proprietorship validly existing and organized in the United States, or validly existing and federally organized in Canada or in a province or territory of Canada, as applicable. b. Corporate Power. Company and the persons signing the Agreement have the power to execute and perform the Agreement. Company represents and warrants that the person executing the Agreement is duly authorized to bind Company and each affiliated entity identified in the Agreement to all provisions of the Agreement and that such person is authorized to execute any document and to take any action oil behalf'of Company which may be required by Elavon, now or in the future. Further, Company represents and warrants that signing and/or performing in accordance with the Agreement will not violate any Law, or conflict with any other agreement to which Company is subject. c. No Litigation. There is no action, suit, or proceeding pending, or to Company's knowledge, threatened which if decided adversely would impair Company's ability to carry on Company's business Substantially as now conducted or which would adversely affect Company's financial condition or operations. Company has never (j) been placed on the MasterCard MATai"ll system (formerly known as the Combined Tenninated Merchant File), (fi) been named to the Consortium Merchant Negative File maintained by Discover, or(iii)been placed on or named to any other negative or terminated merchant file of any other Payment Network, or., if Company has,Company has disclosed that fact to Elavon in writing. d. Transactions. All Transactions are bona fide. No Transaction involves the use Of a Payment Device for any purpose other than the purchase of goods or services from Company or a return or adjustment related to Such purchase. Company will not Submit unlawful or illegal Transactions, Company has all power and authority to provide all Customer information, Cardholder Data and Transaction information that Company provides to Elavon and Member, No Transaction involves a Customer obtaining cash from Company unless allowed by the Payment Network Regulations and agreed to in writing with Elavon. e. Compliance with Laws and Regulations. Company will comply with all Laws and Payment Network Regulations. f Business Use. Company is obtaining and using the Processing Services from Elavon for business purposes only and to facilitate lawful business Transactions between Company and Company's Customers. Company will not submit Transactions for processing to Elavon or Member for any businesses, materially different products, or methods of selling other than those set forth in the Company Application without tile prior written consent of Elavon.Company also acknowledges that the DDA into which debits and credits are made is being used for lawful business purposes only. g. Responsibility for Actions. Company is responsible for any violations of the Agreement that result from the actions of or failure to, -,,let by Company's officers, directors, employees, agents, Service Providers, business invitees, and those of any other Person who, with Or Without SECTION A—GENERAL PROVISIONS 8 Eia In TOS201702 TERMS OF SERVICE Company's consent or cooperation, obtains access to information related to Transactions from Company or access to systerns,under Company's control. 10. AUDIT AND INFORMATION. a. Audit. Company authorizes Elavon and Member to perform all audit of its business to confirin compliance with the Agreement. Company will obtain and submit a copy of an audit firorn a third party acceptable to Elavon of the financial, physical security, information security, and operational facets of Company's business at its expense when requested by Elavon or Member. Further, Company acknowledges and agrees that the Payment Networks have the right to audit Company's business to confirm compliance with the Payment Network Regulations. b. Information, i. Authorizations. Company authorizes Elavon and Member to make, from time to time, any business and personal credit or other inquiries they consider necessary to review tile Company Application or continue to provide services Under the Agreement. Company also authorizes any person or credit reporting agency to compile information to answer those credit inquiries and to furnish that information to Elavon. ii. Financial Information. Upon the request of either Elavon or Member, Company will provide Elavon and Member audited financial staternents prepared by all independent certified public accountant selected by Company. Company further agrees to provide to F'Iavon and Member Such other information regarding Company's financial condition as Elavoli and/or Member may request from time to time. Within one- hundred twenty (120) days after the end of each fiscal year, Company will Furnish Elavon or Member, as requested, a financial statement of.'profit and loss for the fiscal year and a balance sheet as of the end of tile fiscal year. iii. Company Information, Company agrees that ally Company financial information, Transaction Data, and other filf'ormation regarding Company, its principles, affiliates, or agents that Company or Company principle provides to Elavon or Member oil the Company Application or otherwise obtained by Elavon or Member in connection with the Agreement may be: (i) used by Elavon, Member, and their respective service providers, affiliates,agents,and referral partners,(a) in order to provide tile Processing Services and related functions to Company and to respond to any further application 17or services, or (b) for administrative purposes and to maintain Company's account pursuant to this Agreement-, (ii) disclosed and shared for reporting purposes to credit rating agencies, Linder the Payment Network Regulations, to Issuers and to the financial institution where the DADA is maintained; (iii) utilized to enhance or improve Elavon's products or services, generally; (iv) used or disclosed ill the Course of ally actual or potential sale, reorganization or other change to Elavon's or Member's business; (v) collected, used and disclosed as required or permitted by Law (e.g,, for tax reporting or in response to a subpoena); and (vi) retained for such periods of time as required by Elavon and Member to perform their obligations and exercise their right',Linder the Agreement. Flavon may prepare, use, and/or share with third parties, aggregated, non-personally identifiable information derived from Transaction Data of all of Elavon's customers or specific segments of Elavon's Customers. c. Customer Identification. To help the government fight tile funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account, Accordingly, Company niust provide certain information and identifying documents to allow Elavon and Member to identify Company. 11. FRAUD MONITORING. Company is solely responsible for monitoring its Transactions and the actions of its officers, directors, employees, agents, business invitees, third party vendors, including EIAv-ln SECTION A—GENERAL PROVISIONS 9 TOS201702 TERMS OF SERVICE Service Providers, and those of any other Person who, with or without Company's consent or cooperation, obtains access to Company's Transactions, for fraudulent or other suspicious activity. Elavon and Member are tinder no duty to monitor Company's transactions for fraudulent or other Suspicious activity. 12. BUSINESS CONTINUITY. Company is solely responsible for developing and maintaining a disaster recovery plan. Company should test the operation of such plan, or pails thereof, on a periodic basis to ensure its effectiveness in providing disaster recovery capability to Company. Company is solely responsible for all Transactions and. Transaction Receipts until such time as the Transaction Receipts have been received and validated by Elavon. Company will maintain sufficient "backup*' information and data (e.g., Transaction Receipts or detailed reporting) with respect to f= Transactions in order to reconstruct any information or data loss due to any system malfunction. Neither Elavon nor Member has a duty to recreate lost 'rransactions. 13. PERSONAL GUARANTY. As a primary inducement to Elavon and Mernber to enter into the Agreement and in consideration of the services and accommodations of any kind given or continued at any time and from time to tirne by Elavon or Member to or for the benefit of Company, the designated Guarantor(s), jointly and severally, unconditionally and irrevocably, guarantee the continuing full and faithful performance by Company of each of its duties and obligations to Elavon and Member pursuant to the Agreement,as the same may be amended by either of them from time to time,with Or Without notice. No act or thing, except full payment and discharge of all of Company's duties and obligations to Elavon and Member, which but for this provision could act as a release or impairment of the liability of the Guarantor(s),shall in any way release, impair, or affect the liability of the Guarantor(s). 'File GUarantor(s) waives any and all defenses of Company pertaining to Company's duties and obligations to Elavon and Member, any evidence thereof" and any security therefore, except tile defense of discharge by payment. GUarantor(s) understands further that Elavon and/or Member may proceed directly against GUarantor(s) without first exhausting their respective remedies against. Company or any other person or entity responsible therefore or any security held by Elavon, Member, or Company. The Guarantor(s)waives: (i)notice of acceptance of this Personal Guaranty and of the creation and existence of Company's duties and obligations to Elavon and Member; (ii) presentment, demand for payment, notice of dishonor, notice of non-payrnent, and protest of any instrument evidencing Company's duties and obligations; (iii) all other demands and Z� notices to the Guarantor(s) or any other person and all other actions to establish the liability of the Guarantor(s); and (iv) the right to trial by jury in action in connection with this Personal Guaranty. This Personal Guaranty will not be discharged or affected by the death of the Guarantor(s), will bind all heirs, administrators, representatives, and assigns, and may be enforced by or for the benefit of any successors, in interest to Elavon or Member. Guarantor(s) understands that the inducement to Elavon and Member to enter into the Agreement and give or continue services and accommodations of any kind to or for the benefit Of Company, is consideration for the Personal Guaranty and that each Personal Guaranty remains ill full force and effect even if the Guarantor(s) receives no additional benefit from the Personal Guaranty. 14. THIRD PARTIES. a. Products or Services. Company may desire to use a Service Provider to assist Company with its Transactions. Company shall not Utilize any such third parties unless Company has disclosed such use to Elavon previously in writing,, and unless such Service Provider is fully compliant with all Laws and Payment Network Regulations, Any Service Provider used by Company must be registered with the Payment Networks prior to the performance of any contracted services on behalf of Company. Further, as between the parties to the Agreement, Company will be bound by the acts and omissions of any Service Provider and Company will be responsible for compliance by such Service Provider with all Laws and Payment Network Regulations. Company will indemnify and hold harmless Elavon and Member from and against any loss, Ela-,Z SECTION A—GENERAL PROVISIONS 10 TOS201702 TERMS OF SERVICE cost, or expense incurred in connection with or by reason of Company's use of any third parties, including Service Providers. Company's use of an), Service Provider is at Company's risk. Neither Elavon not- Member is responsible for any Set-vice Provider or for the products 01' services offered by such Service Provider, nor are they responsible for any Transaction until Elavon receives data for the Transaction in the format required by Elavon. A Service Provider's access to or ability to integrate with the products, services, and systems of Elavon may terminate at any time and Elavon shall have no obligation to advise Company Of Such termination. L Use of POS Devices Provided by Others. In addition to the foregoing, if Company uses a Service Provider for the purposes of data capture and/or authorization, Company agrees: (i) that the third party providing such set-vices will be Company's agent in the delivery of Transactions to Elavon and Member via a data processing system or network compatible with Elavon's; and (ii) to assume full responsibility and liability for any failure of that third party to comply with applicable Laws and the Payment Network Regulations or the Agreement. Neither Member nor Elavon will be responsible for any losses or additional fees incurred by Company as a result of any error by a third party agent or by a malfunction in a third party POS Device. Neither Elavon nor Member is responsible for any 'Ir'ransaction until Elavon receives data for the Transaction in the format required by Elavon. c. Liability for Direct Agreement with Tbird Party. Elavon and Member have no responsibility for, and shall have no liability to Company in connection with, any hardware, software or services Company receives Subject to a direct agreement (including any sale, warranty or end- user license agreement) between Company and a third party, including any Service Provider,, even if Elavon collects fees or other amounts from Company with respect to such hardware, software or services, 15. TEIRM AND,rERMINATION. a. Term. Unless terminated as set forth below, the Agreement will rernain in effect for a period of three(3)years("Initial Term") following the date of acceptance of the Company Application by Elavon and Member,which date shall be the date upon which the Agreement becomes offiective. Thereafter, the Agreement will renew for successive two (2) year terms (successive six (6) month terms with respect to Canada) ("Renewal Term") unless terrilinated as set forth below. If Company processes Transactions beyond the Initial Term or Renewal Term, then the terms of the Agreement shall govern such Transaction processing. b. Termination. i. Company. aa. Tile Agreement may be terminated by Company effective at the end of the Initial Term or any Renewal Term by providing written notice of an intent not to renew to Elavon at least thirty (30) days prior to the expiration of the then current term. bb. The Agreement may be terminated by Company in the event of a material breach of the terms of the Agreement by Member or Elavon, provided Company gives Member and Elavon written notice of any alleged breach and such breach remains uncured for a period of thirty (30) days folloWilig receipt of written notice by the party Company claims to be in breach of the Agreement. ii, Elavon or Member. aa. The Agreement may be terminated by Elavon or Member, in whole or in part, at any time with or Without cause during the Initial Term or any Renewal Term. W Elavon's and Member's rights of termination under the Agreement are SECTION A—GENERAL PROVISIONS, 11 -bla-vIn TOS201702 TERMS OF SERVICE cumulative, A specific right of termination in this Section shall not limit any other right of Elavon or Member to terminate the Agreement expressed elsewhere. iii. Notice of Termination. Notice of termination by Company, Elavon, or Member may be given orally or in writing,but if given orally, must be confirmed in writing as soon as practical. Company's tennination request shall be completed oil a form available from Elavon,but at a minimurn, must include the name of tile Company and Merchant Identification Number, and must be signed by the principal owner(s) of Company. Termination shall be effective on the date specirted by the oral or written notice; provided,however Company agrees that closing Company's,account with Elavon may take up to thirty (30) days following Elavon's receipt ofwiltten notice of termination. In those limited instances where Company's account is reinstated by Elavon following termination by either Company or Elavon in the Initial or any Renewal Term, all of Company's obligations under the Agreement are likewise reinstated and will renew for successive two(2)year Renewal Terms effective on tile date of reinstatement. c. Action Upon Termination. i. Accounts. All Company's obligations regarding Transactions processed prior to termination will Survive termination. Funds related to Transactions processed prior to termination may be placed in a Reserve Account until Company pays all amounts Company owes Elavon or Member or arnounts, for which Company is liable under tile Agreement. Company must maintain enough funds in tile DDA following termination to cover all Chargebacks., returns, adjustments, fees, fines, penalties,assessments from the Payment Networks and other arnounts due under the Agreement for a reasonable time, but in any event, not less than one-hundred-eighty (180) days firom termination. If a Reserve Account is established by Elavon, then any balance remaining after Chargeback rights have expired and all other amounts owed by Company has been paid will be disbursed to Company. ii. Leased Equipment. If Company's equipment is leased, Company is obligated to honor the terms and conditions of Section (A)(20) below, If Company's Leased Equipment is owned by Elavon,Company must return all equipment owned by Elavon within ten(10) business days after termination of the Agreement and immediately pay Elavon any amounts Company owes for Such Leased Equipment. iii. Return to Elavon, All Confidential Information, promotional materials, advertising displays,emblerns,'Fransaction Receipts, Credit Transaction Receipts, and other forms supplied to Company and not purchased by Company or consumed in use will remain the property of Elavon and must be returned to Elavon or destroyed within tell (10) business days after termination of the Agreement.Company will be fully liable for any and all loss,cost,and expense Suffered or incurred by Elavon arising out of any failure to return or destroy such materials following termination. 16. COMPLIANCE WITH LAWS AND PAYMENT NETWORK REGULATIONS; MATCH'r''' AND CONSORTIUM MERCHANT NEGATIVE FILE. a. Compliance with Laws and Payment Network Regulations. Company agrees to comply with the Payment Network Regulations, including all requirements applicable to obtaining authorization for ACTT debits from a consumer account, and with any policies and procedures provided by Member or Elavon. The Payment Network Regulations, as further referenced in Section 3, are incorporated into the Agreement by reference as if they were fully set forth in the Agreement. Company further agrees to comply with all Laws, including without limitation, Laws related to: (i) Payment Devices; (d) electronic funds transfers; (iii) confidential treatment of information; and (iv) the Fair and Accurate Credit Transactions Act of 2003 (FACIA), including its requirements relating to the content of Transaction Receipts provided to h SECTION A—GENERAL PROVISIONS 12 1dVin TOS201702 TERMS OF SERVICE CUStOrners. Company will assist Mernber and Elavon in complying in a complete and timely manner with all Laws and Payment Network Regulations now or hereafter applicable to any Transaction or the Agreement. Company Will execute and deliver to Member- and Haven all documents they may from time to time reasonably deem necessary to verify Company's compliance with this provision. Company websites that are not in compliance with the Payment Network Regulations may result in Company's settlement funding being directed to a Reserve Account pursuant to Section 6(b). b. Privacy Laws in the United States (if applicable). In addition to Section (AX]7)(b),Cornpany must take all commercially reasonable steps to protect the confidentiality of Customer and Transaction information and shall establish and maintain physical, technical and administrative safeguards to prevent unauthorized access by third parties to SLIC11 Customer and Transaction information and in a manner that complies with applicable Laws, including without limitation the federal Health Insurance Portability and Accountability Act, the federal Granini-Leach- Bliley Act, FACIA or other applicable privacy laws. c. Privacy Laws in Canada (if applicable). Company represents, covenants and agrees that it is in compliance with all applicable privacy laws, including without limitation the Personal Information Protection and Electronic Documents Act (Canada), and that any personal information of a Customer that may be C01111111.1nicated or disclosed to Elavon under or in connection with the Agreement or any set-vices to be provided by Elavon to Company has been obtained in compliance with such laws and that Elavon will not be in breach of any such laws by receiving and using such information in connection with performing its obligations Under or in connection with the Agreement or any services to be provided by Elavon to Company, d. MATCH and Consortium Merchant Negative File. Company acknowledges that Member and/or Elavon is required to report Company's business name and the name of Company's principals to the MATC11"m listing maintained by MasterCard and accessed and Updated by Visa,to the Consortium Merchant Negative File maintained by Discover, if applicable,or to any other negative or terminated merchant File of any other Payment Network, if applicable, Pursuant to the requirements of the Payment Network Regulations, Company specifically consents to the fulfillment of the obligations related to the listing by Elavon and Member, the listing itself and Company waives and holds harmless Elavon and Member fforu all clairns and liabilities Company may have as a result OJSUCh reporting.. e. Security Program Compliance. Company must comply with the requirements of the Payment Card Industry Data Security Standard (PCI DSS) including the Cardholder Information Security Program (LISP) of Visa, the Site Data Protection Program (SDP) of MasterCard, the Data Security DISC Program and the PCI DSS regulations of Discover- Network, and the security programs of any other Payment Network regarding which Company accepts a Payment Device, as applicable, and any modifications to, or replacements Of Such programs that may occur- fi-orn time to, time (collectively, "Security Programs"), Company also shall ensure that all Service Providers and third parties firoin whom Company procures third party POS Devices comply with the requirements of the Security Programs. Upon request, Elavon will provide Company with the respective website links to obtain the current requirements of the Visa, MasterCard, and Discover Network Security Programs. Company is responsible for Company's own actions or inactions,those of Company's officers, directors, shareholders,, employees and agents, including, any Service Provider (collectively, "Company's Agents"). Company shall indemnify and hold Elavon and Member harmless from any liability, loss, cost, or expense resulting from the violation of any of the Security Program requirements by any of Company's Agents. Should Company participate in a program with any other Credit Card Association or Issuer,or accept a Payment Device of any other Payment Network that has a security program in place, Company must Comply therewith and ensure that Company's officers, directors, shareholders,employees, and agents, including Service Providers or third party POS Devices, also comply with the program requirements ol'such Payment Network. Eldvin SECTION A—GENERAL PROVISIONS 13 TOS201702 TERMS OF SERVICE f Data Compromise. i, Notice and Investigation. Company acknowledges and agrees that Cardholder Data and bank account information obtained by Company in connection with any Transaction is the property of the financial institution that issued the Payment Device or holds the Customer's account. Company must notify Elavon and Member within twenty-four (24) hours (and if notice is given orally, it must be confirmed in writing within the same twenty-four hour period), if Company knows Or Suspects that Cardholder Data, Customer information, or Transaction information has been accessed or used, including from systems within Company's or any Agent's C011tTol, Without authorization fforn Company or Company's Agents (a "Data Incident"). The notice rrmSt include: (a) a detailed written statement about the Data Incident including the contributing circumstances; (b) the form, number and range of compromised account information; (c) specific account numbers compromised; and (d) details about the ensuing investigation and Company's security personnel who may be contacted in connection with the Data Incident. Company must fully cooperate with the Payment Networks, Elavon and Member in the forensic investigation of the Data Incident. Within seventy-two (72) hours of becorning aware of the Data Incident, Company must engage the services of data Security firm acceptable to the Payment Networks and/or to Elavon and Member to assess the vulnerability of the compromised data and related systems. Company must provide weekly written status reports to Elavon and Member until the forensic audit is complete. Company must promptly furnish updated lists of potential or known compromised account numbers and other documentation or information that the Payment Networks and/or Elavon and Member may request. In addition, Company must provide all audit reports to Elavon and Member, and Such audits Must be completed to the satisfaction of the Payment Networks and/or of Elavon and Member. If Company fails to supply the forensic audits or other information required by the Payment Networks and/or by Elavon and Member.Company will allow Elavon or Member to perform or have performed such audits at Company's expense. ii. Preservation of Records. In the event of a Data Incident, Company must take immediate steps to preserve all business records, logs and electronic evidence relating to the Data Incident. Company sliall cooperate with Elavon and Member to rectify, correct and resolve any issues that may result frorn the Data Incident, including providing Elavon and Member with (and obtaining any necessary waivers for) all relevant information to verify Company's ability to prevent future data incidents in a manner consistent with tile Agreement. iii, Liability for Data Incident. Without waiving any of Elavon's and Member's rights and remedies, Company is liable for all fraudulent transactions related to any Data Incident and all costs Elavon or Member incur as a result of such Data Incident, including any fees, fines,penalties,assessments or other amounts levied or collected by the Payment Networks, claims from third pat-ties, all costs related to the notification of Cardholders or Customers and cancellation, re-issuance of Payment Devices (including underlying accounts), forensic investigation,and PC] DSS review for a report of compliance. iv. Data Breach Reimbursement. Company may be eligible to receive reimbursement or setoff frorn arnounts owed to Elavon for: (a) any sums reasonably required to conduct an independent security audit of Company to identify the source of the Data Incident, and (b) any fines and assessments levied or collected by the Payment Networks in connection with a Data Incident (collectively, "Data Breach Reimbursement-), In order to be eligible to receive Data Breach Reimbursement, Company must: (x) be enrolled in Elavon's PCI Compliance Program and (y) be classified as either a Level 3 or Level 4 Company by the Payment Networks. 11' Company is eligible for Data Breach Reimbursement, except as otherwise provided in the Agreement, the maximum amount of Data Breach Reimbursement available to Company is$20,000. h1dvSECTION A-GENERAL PROVISIONS 14 -2n TOS201702 TERMS OF SERVICE g. Office of Foreign Assets Control Compliance. Elavon and Member are entities governed by the Laws of the United States of America and as such, neither Haven nor Member may provide any products or services to Company or its Customers that contravene the Laws of the United States of America, including, without limitation, the Laws promulgated by the United States Department of the Treasury's Office of Foreign Assets Control ('*OFAC") or any successor thereto. 17. USE OF TRADEMARKS; CONFIDENTIALITY; PASSWORDS. a, Use of Trademarks. Company will prominently display the promotional materials provided by Elavon in Company's place of business as may be required or requested by the Payment Networks, Company's use of Visa, MasterCard, and Discover Network marks, as well as marks of other Payment Networks, will fully comply with the Payment Network Regulations. Company's right to use all such marks will terminate upon termination of the Agreement or upon notice by a Payment Network to discontinue such use. Company's use of promotional materials, provided by Visa, MasterCard, Discover Network, and/or other Payment Networks will not indicate, directly or indirectly, that Visa, MasterCard, Discover Network, or such other Payment Networks endorse any goods or services other than their own and Company may not refer to Visa, MasterCard, Discover Network, or any other- Payment Networks in stating eligibility for Company's products or services. b, Confidentiality, i. Customer and Transaction Information. Company shall, at all tines protect the confidentiality of'Customer and Transaction information in accordance with all applicable Laws and Payment Network Regulations. Company will not disclose Customer or Transaction information to any third party, except to an agent of Company approved by Elavon that is assisting in completing a Transaction, or as required by Laws or Payment Network Regulations. C0111pally 111LISt Maintain all systems and media containing CLIStOrner and Transaction information in a secure manner to prevent access by or disclosure to anyone other than Company's authorized personnel. Company must maintain Customer and Transaction information for such time periods as may be required by Laws and the Payment Network Regulations and thereafter destroy in a manner that will render the data unreadable all such media that Company no longer deems necessary or appropriate to maintain. Further, Company must take all steps reasonably necessary to ensure that Customer and Transaction information is not disclosed or otherwise misused. Company may not retain or store magnetic stripe or CVV2/CVC2/CID data after authorization For any put-pose, including record keeping or additional authorization processing. After authorization, Company may only retain the Customer account number, name, and Card expiration date if Company has a reasonable business Purpose to retain such information and is otherwise in compliance with the Agreement. Company may not print on any Transaction Receipt or other docurnent that is given to the Customer, retained by Company, or transferred to a third party, the entire contents of the magnetic stripe or the CVV2/CVC2/CID data elements. In accordance with Section (A)(16)(e), Company shall immediately notify Haven if Company knows or suspects that any Customer or Transaction information has been accessed by unauthorized persons or has been used for any purpose not permitted herein whether such access or use occurred at: (i) Company;(ii)a Service Provider;(iii) Elavon or Member; or(iv)elsewhere. ii. Bankruptcy. In the event of failure or other suspension of Company's business operations, including bankruptcy or insolvency, Company must not sell, transfer, or disclose any materials that contain Customer or Transaction information to third parties, and Company must: SECTION A—GENERAL PROVISIONS 15 .MV-1n TOS201702 TERMS OF SERVICE aa. Return this information to Elavon;or bb. Provide acceptable proof of destruction of this information to the Elavoll. iii. Elavon or Member Confidential Information. Company agrees to protect Elavon's, and Member's Confidential Information from unauthorized disclosure, publication, or dissemination with the same standard of care and discretion it ernploys, with similar information of its own, but in no event less than reasonable care, and shall not use, reproduce, distribute, disclose, or otherwise disseminate Elavon's or Member's Confidential Information, except in connection with the performance of its obligations under this Agreement, The obligations of non-disclosure provided hereunder shall continue during the term of the Agreement and (i) with respect to Confidential Inforination that does not constitute a trade secret, for a period of three(3)years thereafter and(ii)with respect to Confidential Information that rises to the level of a trade secret under applicable law,for Such period of time thereafter as the information shall retain its status as a trade secret under applicable law, and no less than three(3)years thereafter. c. Passwords. If Company receives a password I"rorn Elavon to access any of Haven's databases or services Company will: (i) keep the password confidential; (ii) not allow any other entity or person to use the password or gain access to Elavon's databases or services; (iii) be liable for all action taken by any user of the password; and (iv) promptly notify Elavon if Cornpany believes the Elavon's databases or services or Company's information has been compromised by use of the password. If Company receives passwords from a third party, Cornpany must protect such passwords in tile manner required by such third party and indemnify, defend, and hold Elavon and Member harmless from any losses, costs, or expenses that arise from Company's use or misuse of such third party passwords. d. Proprietary Interest. Company has no interest whatsoever, including, without limitation, copyright interests, franchise interests, license interests, patent rights, property rights, or other interest in any services, software, or hardware provided by Elavon. Nothing in the Agreement shall be construed as granting Company any patent rights or patent license in any patent which Elavon may obtain in respect to Elavon's services, software, or equipment. Company will make no attempt to duplicate or otherwise ascertain the components, circuit diagrams, logic diagrams, flow chails, source and object code, schematics or operation of, or otherwise attempt to reverse engineer any of Elavon's services,equipment,or software. 18. MISCELLANEOUS PROVISIONS. a. Entire Agreement. The Agreement (including all attachments, exhibits, addenda and other L, documents incorporated by reference into the Agreement, attachments, exhibits or addenda), Payment Network Regulations, and any amendment or supplement to either, constitutes the entire agreement between the parties, and all prior or other representations, written or oral, are merged in and Superseded by the Agreement; provided, however the Agreement shall not Supersede any Personal Guaranty signed by a Guarantor, which Personal Guaranty shall be deemed to remain all agreement separate ,in([ distinct from the Agreement. In the event of a conflict between the documents comprising the Agreement, excluding any Personal Guaranty, the following order of priority will apply: (i) any amendment to the Agreement; (ii) the TOS; (iii) the Payment Network Regulations; (iv) the Company Application; (v) any Company Agreement or Company Processing Agreement; (vi) the Operating Guide; and (vii) any other guides or manuals provided to Company trorn time to time. b. Governing Law in the United States (if applicable). The Agreement will be governed by and construed in accordance with the Laws of the State of Georgia with respect to Transactions occurring in the united States, except that Section (A)(18)(g) shall be governed by the Federal Arbitration Act. The parties agree that all performances and Transactions under the Agreement will be deemed to have Occurred in the State of Georgia and that Company's entry into and SECTION A—GENERAL PROVISIONS 16 h 1dvIn TOS201702 TERMS OF SERVICE performance of the Agreement will be deemed to be the transaction oI'business within the State of Georgia. Any challenge to the enflorecability of tile agreement to arbitrate contained in Section (A)(]8)(g) of the Agreement, on any ground, shall be, brought in either the Superior- Court of Fulton County, Georgia or in the United States District Court for the Northern District of Georgia, and in no other court, and each of the parties to the Agreement consents to the exercise of personal jurisdiction by these courts and waives all objections based on a lack of' personal Jurisdiction, venue or the inconvenience of the forum. Company, hereby waives any and all right to trial by jury in any action or proceeding relating to the Agreement. Company represents that this waiver is knowingly,willingly and voluntarily given. c. Jurisdiction and Venue; Governing Law in Canada (if applicable). All matters arising out of or related to the Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario with respect to Transactions occurring in Canada, except for the hypothec created pursuant to Section(A)(6)(a)(i) (the "Quebec Hypothec") which will be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable in the Province Of Quebec. The parties agree that all performances arid Transactions under the Agreement will be deemed to have Occurred in the Province ol'Ontario and that Company's entry into and perforill,alice of the Agreement will be deemed to be the transaction of business within the Province of Ontario. Any action or proceeding relating to or arising from the Agreement (other than collection actions by Elavon or Member relating to amounts owed by Company Linder the Agreement) must be brought, held, or otherwise occur exclusively in Toronto, Canada, and the parties hereby attorn to the exclusive jurisdiction of the courts of Ontario (or oi'the courts of Quebec with respect to the Quebec Hypothec). Company, Member. and. Elavon hereby jointly and severally waive any and all right to trial by jury in any action or proceeding relating to the Agreement, Cornpany, Member and Elavon each represents to the other that this waiver is knowingly,willingly and Voluntarily given. d. Exclusivity. During the Initial Term and any Renewal Terin of the Agreement, Company will not enter into an agreement with any other entity that provides processing services similar to those provided by Elavon and Mernber as contemplated by the Agreement without Elavon's written consent, e. Construction. Any alteration or strikeover in the text of the Agreement will have no binding effect and will not be deemed to ,intend the Agreement. The headings used in the TOS are inserted for convenience only and will not affect the interpretation of any provision. Tile language used will be deemed to be the language chosen by the parties to express their Mutual intent, and no rule of strict construction will be applied against any party. f Assignability. The Agreement may be assigned by Member or Elavon, but may not be assigned by Company, directly or by operation of' law, without the prior written consent of Elavon. If Company, nevertheless, assigns tile Agreement without Elavon's consent, the Agreement will. be binding oil the assignee as well as Company. If Company sells its business and the new owners incur Chargebacks, the original owner(s) and all original Guarantors will be held personally liable for all Chargebacks and any other liabilities of the new owners. g. Arbitration. All claims or controversies, or other matters in question, between the parties arising out of or related to the Agreement or the relationship between tile parties that are not otherwise settled by agreement of parties will be submitted to and decided by arbitration held in Atlanta, Georgia in accordance with the rules of the American Arbitration Association as modified by the Agreement. The arbitration proceeding shall be conducted before one (1) neutral arbitrator, who shall be a member of the bar of the State of Georgia, actively engaged in the practice of law for at least ten(10)years, The arbitrator will have the authority to award any remedy or relief that a Court in Georgia could order or grant, including, without limitation, specific performance, issuance of an injunction or imposition of sanctions for abuse or frustration of the arbitration process. Tile arbitrator shall have no authority to decide claims oil a class action basis. An arbitration can only decide our or Company's claim and may not Eldvin SECTION A—GENERAL PROVISIONS 17 TOS201702 TERMS OF SERVICE consolidate or join the claims of other persons who may have similar claims. Company may not assert a claim in arbitration on behalf of any third party or represent any class of claimants in an arbitration brought pursuant to the Agreement. The parties agree that anything communicated, exchanged,said,done,or occurring in the course of the arbitration, including any private caucus between the arbitrator and any party before or after any joint arbitration session, will be kept confidential. The parties agree that the underlying agreement between the parties involves interstate commerce and that, notwithstanding the choice of law provision in Section(A)(]8)(b), any arbitration shall be governed by the Federal Arbitration Act. It. Notices.Any written notice to Company Linder the Agreement will be deemed received upon tile earlier of: (i) actual receipt; or (ii) five (5) business days after being deposited in the United States mail, or with a nationally recognized overnight carrier, and addressed to the last address shown oil the records of Elavon. Any written notice to Elavon, shall be sent by U.S, mail or a nationally recognized overnight carrier to: 7300, Chapman Highway. Knoxville, TN 37920, and shall be deemed received only upon actual receipt. i. Bankruptcy in the United States (if applicable). Company will immediately notify Elavon of any Bankruptcy Proceeding, receivership, insolvency, or similar action or proceeding initiated by or against Company or any of its principals. Company will include Elavon on the list and matrix of creditors as filed with the Bankruptcy Court, whether or not a claim may exist at the time of filing. Failure to do so will be cause for immediate termination of the Agreement and shall allow the Pursuit of any other action available to Elavon under applicable Payment Network Regulations or Laws. Company acknowledges that the Agreement constitutes a contract to extend credit or other financial accommodations to, or for the benefit of Company, and, as such, cannot be assumed or assigned in the event of Company's bankruptcy. Such financial accommodations include, but may not be limited to, the incurrence by Elavon from time to time of credit risk associated with ftinds transfers and Elavon's compliance with Payment Network Regulations relating to Chargebacks. Company further acknowledge that Such financial accommodations constitute ail integral part of tile Agreement. j. Bankruptcy in Canada (if applicable). Company will immediately riotif�l Elavon of any Bankruptcy Proceeding, receivership, insolvency, or sirnilar action or proceeding initiated by or against Company or any of its principals. Company will include Elavon on the list and matrix of creditors as, filed with any bankruptcy, commercial or civil court, whether or not a claim may exist at the time of filing. Failure to do so will be cause for immediate termination of tile Agreement and shall allow the pursuit of any other action available to Elavon Linder applicable Payment Network Regulations or Laws. Company agrees that the Agreement is a contract for the advance of credit to Company within tile meaning of Section 1 1.0 1(b) of the Coalpanics' creclilors Arrangement Act (Canada) and within the meaning of Section 65.1(4)(b) of tile Bankruptqy and lnsolvenqy Act (Canada) and cannot be assigned by Company in the event of a Bankruptcy Proceeding relating to Company. Company hereby acknowledges but that for the agreement in the immediately preceding sentence, Member and Elavon would not have entered into the Agreement. k. Attorneys' Fees. Company will be liable for and will indemnify and reimburse Member and Elavon for all reasonable attorneys' fees and other costs and expenses paid or incurred by Member or Elavon: (i) in the enforcement of the Agreement; (ii) in collecting any amounts due from Company to Member or Elavon-, (iii) resulting from any breach by Company of the Agreement; or (iv) in defending against any claim, proceeding, or cause of action brought against Elavon or Member arising out of Company's obligations Linder this Agreement. 1. Customer Contact. Company authorizes Member and Elavon to contact its Customers or their Issuer if Member or Elavon determines that such contact is necessary to obtain information about any Transaction between Company and a Customer. rn, Telephone Recording. Company authorizes Elavon to monitor and record telephone conversations at any time without further notice to the parties to such conversations. Tile SECTION A—GENERAL PROVISIONS 18 Eidvin TOS201702 TERMS OF SERVICE decision to record any conversation shall be solely in Elavon's discretion, m Information Sharing. Company understands and agrees that Elavon may disclose any information gathered by Elavon to (i) Elavon's"affiliates"(i.e., companies related to Elavon by common control or ownership) that offer financial products or services, including those identified in the Agreement and to Elavon's administrative or service units that perform Such ftinctions; (ii) to non-affiliated companies to assist Elavon in providing the products and set-vices Company has requested; (iii) to credit rating agencies; and (iv) as required by the Payment Network Regulations or the Laws (e.g., for tax reporting PLII-POSCS or in response to a subpoena). o. Communication with Company. Company agrees that Elavon and Member may provide Company with information about their services including, Without limitation, information about new products and/or services by telephone, electronic mail, and/or facsimile. By providing Elavon with a telephone umber for a cellular phone or other wireless device, including a number that Company later converts to a cellular number, Company is expressly consenting to receiving communications including but not limited to prerecorded or artificial voice message calls, text messages, and calls joade by ail automatic telephone dialing system—frorn Elavon and its affiliates and agents at that number. This express consent applies to each such telephone number that Company provide to Elavon now or in the future and permits such calls for non-marketing purposes. Calls and messages may incur access fees from Company's cellular provider. p. Amendments. Member and Elavon may propose amendments or additions, to the Agreement. Member or Elavon will inform Company of a proposed change in a periodic statement or other notice. Company will be deemed to have agreed to the change if Company continues to present Transactions to Member and Elavon after thirty (30) days following the issuance of the notice. Notwithstanding any limitations set forth in the previous sentence,changes to fees authorized by the Agreement will be effective upon notice to Company, unless a later effective date is provided. Further, Elavon is entitled to pass through to Company any fee increases imposed upon Elavon by Visa, MasterCard, Discover Network, any other Payment Network, and any other third party including telecommunications vendors. q. Severability and Waiver. if any provision of the Agreement is found to be invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be a6ected or impaired thereby if the essential terms and conditions of the Agreement for each party remain valid, legal and enforceable. Neither the failure, the delay by Elavon or Member to exercise, nor the partial exercise of any right under the Agreement will operate as a waiver or estoppel of C, Such right, nor shall such amend the Agreement. All waivers requested by Company must be signed by Elavon. r, Independent Contractors. Elavon, Member, and Company will be deemed independent contractors and no one will be considered an agent,joint venture]',or partner of the other, unless and to time extent otherwise specifically provided herein. The Agreement has been entered into solely for the benefit of the parties hereto and is not intended to create all interest in any third party. s. Survival. All of Company's obligations to Elavon and Member shall survive tenriination of the Agreement, including, without limitation, Sections (A)(4)(a)-(d), (A),(5)(a)-(d), (A)(6)(a)-(d), (A)(7)(a)-(c), (A)(8)(a)-(d), (A)(9)(g), (A)([3)), (A)(14), (A)(15), (A)(170)-(d), (A)(18)(b), (A)(I 8)(g), and(A)(I 8)(k)of the TOS. t. Counterparts; Facsimile Signatures; Delivery. 'rhe Agreement may be signed in one or more counterparts, each of which shall constitute an original and all ol'which, taken together, shall constitute one and the same agreement. Delivery of the various documents and instruments comprising the Agreement may be accomplished by a facsimile transmission, and Such a signed SECTION A—GENERAL PROVISIONS 19 hIdIvn TOS201702 TERMS OF SERVICE facsimile or copy shall constitute a signed original. Lt. Force Majeure. None of the parties hereto shall be considered in default in performance of its obligations to the extent such performance is delayed by force mqjQUrc affecting the patty's ability to so perform. Force nia.icure shall include, but not be limited to, hostilities, restraint of rulers or peoples, revolution, CiVil commotion or riots, strike, lockout, epidemic, accident, fire, flood, earthquake, windstorm, explosion, lack of or failure of telecommunication facilities, regulation or ordinance, demand or requirement of any government or governmental agency, or any court, tribunal or arbitrator(s), having or claiming to have jurisdiction over the Subject matter of the Agreement or over the parties hereto, or any act of God or any act of government or any cause whether of the same or different nature existing now or in the future which is beyond the reasonable control of the parties hereto. v. Expenses. Except as otherwise specifically provided in the Agreement, each party shall pay its own costs and expenses in connection with the Agreement and the transactions contemplated hereby, including all attorneys' fees, accounting fees and other expenses. w. No Third Party Beneficiaries. No provisions of the Agreement shall be construed to confer any rights or benefits on any Person not a party to the Agreement or a permitted assignee or successor of a party to the Agreement, unless such rights or benefits are expressly extended to third parties. 19. PROVISIONS APPLICABLE TO COMPANY'S ACCEPTANCE OF TRANSACTIONS IN CANADA a. Pre-Authorized Debits (PADS). Company authorizes Member, Elavon, and their respective vendors and agents to initiate debit and credit entries to the DDA, the Reserve Account, or any other account maintained by Company at any institution that is a member of the CPA, all in accordance with the Agreement. Company agrees that any withdrawal by Member, Elavon and their respective vendors and agents in accordance with the Agreement are PADs for business purposes, as defined under Rule H I of the CPA. Company hereby waives the right to receive advance notice from Member, Elavon and their respective vendors and agents of any and all such debits. This authorization will remain in effect after termination of the Agreement and until all of Company's obligations to E-lavon and Member have been paid in full. If Company changes the DDA, this PAD authorization will apply to the new aCCOUnt and Company shall provide Elavon and Member in writing such information regarding the new DDA as they deem necessary. It may take Elavon LIP to ten (10), business days after Elavon's receipt of a written notice from Company to reflect in its system any change to Company's DDA. If Company changes the DDA, Company agrees that it is responsible for all costs incurred by Member and/or Elavon in connection with Company's decision to change the DDA. Company may revoke the PAD authorization upon thirty(30)days' Prior written notice to Elavon,but any such revocation shall constitute a material breach of the Agreement. Company may obtain a sample cancellation form, as well as further information on Company's right to cancel a PAD authorization by contacting Company's financial institution or by visiting Nvww.cd.nj2ay.ca. Company has certain recourse rights if any debit does not comply with the Agreement. I"'or example, Company has the right to receive reimbursement for any debit that is not authorized or is not consistent with this PAD Agreement. 'To obtain more information on Company's recourse rights,Company may contact its financial institution or visit www.cdripay.ca. b. Amendments. This Section applies to companies in Canada in lieu of Section (A)(1 8)(p)above, Member and Elavon may propose amendments or additions to the Agreement. Member or Elavon will inform Company of a proposed change in a periodic statement or other notice. Company will be deerned to have agreed to the change if Company continues to present Transactions to Member and Elavon after thirty (30) days following the issuance of the notice. Notwithstanding the previous sentence, changes to fees authorized by the Agreement will be Eldlvn SECTION A—GENERAL PROVISIONS 20 TOS201702 TERMS OF SERVICE effective upon notice to Company, unless a later effective date is provided; provided, that, with respect to Credit Card and Debit Card Transactions, changes to fiees or the introduction of new fees authorized by the Agreement will be effective Up011 ninety (90) days' notice to Company, unless a later effective date is provided, Further, Haven is entitled to pass through to Company any fee increases imposed upon Elavon by Visa, MasterCard, Discover Network, any other Payment Network, and any other third party including telecommunications vendors; provided, that, with respect to Credit Card and Debit Card Transactions, any Such fee increases will be effective upon,ninety(90)days' notice to Company. c. Termination. In addition to Company's other termination rights in the Agreement, the Agreement may be terminated by Company without penalty in the event that Flavon or Member notifies Company of a fiee increase or the introduction of a new lee; provided that Company's may not terminate the Agreement in connection with new fees or fee increases made in accordance with pre-determined fee schedules. Company must notify Elavon and Member of its intent to terminate the Agreement within ninety (90) days of receiving notice of the new fee or fee increases firorn Elavon or Member. d, Personal Guaranty. As a primary inducement to Elavon and Member to enter into tile Agreement and in consideration of the services and accommodations of any kind given or continued at any time and from time to time by Elavon or Member to or for the benefit of Company, the designated Guarantor(s), jointly and severally, and in OLlebec solidarily, Unconditionally and irrevocably, guarantee the continuing full and faithful payment and performance by Company of all duties, debts, liabilities and obligations of Company to Elavon or Member, whether present or future, direct or indirect, absolute or contingent, matured or not, at any time owing or remaining unpaid by Company to Elavon or Member in any currency, and wherever incurred, and all interest, fees, commissions and legal and other costs, charges and expenses owing or remaining Unpaid by Company to Elavon or Member in any currency pursuant to the Agreement, as the same may be amended by either of them from time to time, with or without notice (Collectively, the "Obligations"). The GUarantor(s) also unconditionally agrees that, if Company does not unconditionally anti irrevocably pay any Obligations when due and those Obligations are not recoverable from the Guarantor(s) for any reason under the guarantee set forth above,the GUarantor(s)shall indejrinil� Elavon and Mernber immediately on demand against any cost, loss, damage, expense or liability suffered by Elavon or Member as a result of Company's failure to do so. The liability of the Gtiarantor(s) hereunder is unlimited. No act or thing, except the indefeasible and full payment and discharge in cash of all of the Obligations, which but for this provision could act as a release or impairment of the liability of the Guarantor(s), shall in any way release, impair, or affect the liability of the Guarantor(s). The GUarantor(s) waives any and all defenses of Company pertaining to the Obligations, any evidence thereof,, and any security therefore, except the defense of discharge of the Obligations by full and indefeasible payment in cash. Guarantor's(s ) liability to pay or perl'onn the Obligations shall arise immediately after demand has been made in writing on Guarantor(s). GUarantor(S) understands further that Elavon and/or Member may proceed directly against GUarantor(s) without first exhausting their respective remedies against Company or any other person or entity responsible therefore or any security held by Elavon, Member, or Company. The Guarantor(s) waives: (i) notice of acceptance of this Personal Guarantee and of the creation and existence of the Obligations; (ii) presentinent, demand for payment, notice of dishonor, notice of non-payment, and protest of any instrument evidencing the Obligations-, (iii) all other demands and notices to the Guarantor(s) or any other person and all other actions to establish the liability of the GUarantor(s); (iv) without limiting in any way any other waivers of defenses set out herein, any and all defenses available at equity or common law to the fullest extent permitted under applicable law; and (v) the right to trial by jury in action in connection with this Personal Guarantee. Guarantor(s) agrees that this is a continuing guarantee and that Guat-antor's(s') liability under this Personal Guarantee will not be discharged, affected or released by: (a) any variation, renewal, extension or replacernent of the Agreement, other agreements or any security (including any other guarantees)field by Elavon or Member; (b)any extension of time or other indulgence given to Company or Others Under the Agreement or any SECTION A—GENERAL PROVISIONS 21 -Mdv1/ n TOS201702 TERMS OF SERVICE. security; (c)any delay or refusal by Elavon to require or enforce payment of the Obligations or any security;(d) the taking,non-perfecting,or giving up of any security or by any dealings with Company or others respecting the Obligations, the Agreement or any security; (e)the death or legal incapacity of the GUarantor(s) or the dissolution, amalgamation, other fundamental change, death or legal incapacity, as the case may be, of Company; or (1) any event which results in Company not being under a legal obligation to make any payment or perform any obligation tinder the Agreement. GUarantor(s) renounces the benefit of discussion and division. This Personal Guarantee will bind all heirs, administrators, estate trustees, representatives, permitted successors, in(] assigns of GUarantor(s), arid rnay be enforced by or for the benefit of any successors in interest to Elavon or Member. (juarantor(s) understands that the inducement to Elavon and Member to enter into the Agreement and give or continue services and accommodations of any kind to or for the benefit of Company, is consideration for the Personal Guarantee and that each Personal Guarantee remains in full force and effect even if the Guarantors) receives no additional benefit from the Personal Guarantee. Guarantor hereby authorizes any credit reporting agency or bureau to furnish Elavon and Member upon request with a credit bureau report that relates to the Guarantor. To the extent that any limitation period applies to any claim for payment of obligations or remedy for enforcement of obligations under this Personal Guarantee, each Guarantor agrees that-. (a) ally limitation period is expressly excluded and waived entirely if permitted by applicable law; (b) if a complete exclusion arid waiver of any limitation period is not pennitted by applicable law, any limitation period is extended to the maximum length permitted by applicable law-,(c) any limitation period applying to this Personal Guarantee expressed to be payable on demand shall not begin before an express demand for payment of the relevant obligations is made in writing by Elavon or Member to the Guarantor-, (d) any applicable limitation period shall begin afresh upon ally payment or other acknowledgment by the Guarantor of its obligations; and (e) each of this Personal Guarantee and the Agreement is a "bUSil1CSS agreement" as defined in the Limilalions Act, 2002 (Ontario) if that Act applies to it. This Personal Guarantee has been negotiated by the Guarantor or reviewed by the Guarantor with the benefit of independent legal counsel and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Personal Guarantee. e. Language. The parties hereby acknowledge that they have required the Agreement and all related documents to be drawn tip in the English language, Les parties recormaissent avoir z: demand6 clue le pr6sent contrat ainsi clue tour les documents qui sy rattachent soient r6dig6s en kUlgUe anglaise. f. Equipment Leasing, in Canada. If Lessee has elected to lease any Leased Equipment from Lessor,the terms and conditions set forth in Sections(A)(19)(g)through(w) below apply in lieu of Section (A)(20)below, g. Non-Cancellable Lease. This lease cannot be cancelled by Lessee during the term hercof. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the Leased Equipment on terms and conditions set forth herein. The parties agree that the lease of the Leased Equipment in the lease is, for all purposes,a financial lease under-a financial lease agreement(as such terms are used in the Bank Act (Canada) and the regulations thereunder). Lessee acknowledges acceptance and receipt of the Leased Equipment and certify that the Leased Equipment shall be used for business purposes only. Lessee hereby authorizes any credit reporting agency or bureau to furnish to Lessor upon Lessor's request a credit bureau report that relates to Lessee. h. No Warranties by Lessor. Lessor has made and makes no representations or warranties of any kind or nature, directly or indirectly, expressed or implied, as to ally matter whatsoever, including the suitability of the Leased Equipment, its durability, its condition, and/or its quality. Lessee leases the Leased Equipment "as-is." Lessor disclaims any warranty of merchantability or fitness for use or purpose whether arising by operation of law or otherwise. Lessor shall not be liable to Lessee or others for any loss, damage or expense of any kind or nature caused directly or indirectly by any Leased Equipment however arising, or the use or maintenance SECTION A—GENERAL PROVISIONS 22 ruavon TOS201702 TERMS OF SERVICE thereof or the failure of operation thereof, or the repairs, service or adjustment thereto. No representation or warranty as to the Leased Equipment or any other matter by the supplier ofthe Leased Equipment (the "Vendor"), the manufacturer or others shall be binding on Lessor nor shall the breach of such relieve Lessee of, or in any way affect, any of Lessee's obligations to Lessor herein. If the Leased Equipment is not satisfactory for any reason, Lessee shall make any claim oil account thereof solely against the Vendor andYor manufacturer and Lessee shall nevertheless perform all of Lessee's obligations under the lease. Lessee will not assert any claim whatsoever against Lessor for any loss whatsoever including without limitation any loss of anticipatory profits or any other indirect, special, or consequential damages. Lessor makes no warranty as to the treatment of the lease for accounting or tax Purposes.Neither Vendor nor any agent of Vendor is an agent of Lessor or is authorized to waive or alter any term or condition of the lease. i. Ordering Leased Equipment; Lessor's Right to Terminate. Lessee has selected the Leased Equipment arid the Vendor and requested that Lessor purchase the Leased Equipment from the Vendor and arrange for delivery to Lessee at Lessee's expense. If within forty-five (45) days from the date Lessor orders the Leased Equipment, it has not been delivered, installed and accepted by Lessee in form satisfactory to Lessor, Lessor may oil ten(10)days written notice to Lessee terminate the lease and Lessor's obligations to, Lessee. j. Term and Payments.The sum of all periodic monthly installment payments indicated herein or on any application shal I constitute the aggregate payments Linder the lease. 'File term of the lease shall coninience as of the date that the lease is accepted by Lessor(the"Coin inencernent Date"), and shall continue until all of Lessee's obligations under the lease have been fully performed. 'File installment payments shall be payable monthly in advance, the first payment being due on the Commencement Date, or Such later date as Lessor designates in writing, and Subsequent payments shall be due oil the same day Of each Successive month thereafter until all of the balance of the payments and any additional payments or expenses payable by Lessee under the lease have been paid in full. All payments shall be made to Lessor by pre-authorized debit as contemplated herein or at the address set forth herein or such other address as Lessor may designate in writing. Lessee hereby authorizes Lessor and its agents to withdraw without advance notice to Lessee, which notice Lessee waives, any amounts, including without limitation any and all taxes now clue or imposed, owed by Lessee in conjunction with the lease, by initiating periodic debit entries to tile DDA all in accordance with and subject to the terns of Section (A)(19)(a) above. Upon a Default (as defined below), Lessee authorizes debit of the DDA for the full amount due under tile lease. Lessee agrees that any withdrawals authorized above are pre-authorized debits for business purposes, as defined Linder Rule HI of the CPA. Lessee represents,warrants and guarantees that all persons whose signatures are required to sign on the DDA have signed the lease and that the DDA is a business purpose account. By providing and delivering this authorization to Lcssor, this constitutes delivery to the financial institution that maintains the DDA. A lease payment (whether paid by debit or other means) that is not honored by Lessee's financial institution for any reason will be Subject to a returned item service fee in the amount of$20 payable by Lessee to Lessor, the amount of which may be debited from the DDA. Should it be necessary to switch to statement billing from pre-authorized debits, Lessor is authorized to add a $110.00 per month service charge to the monthly payment amount as reimbursement for the added service and processing expenses. Lessee's obligation to niake all payments hereunder shall be absolute and unconditional and is riot subject to any abatement, set-off, compensation, defense or counterclaim for any reason whatsoever, If a security deposit is required, the same shall be held by Lessor to secure the faithful perlorniance of the lease and returned or applied in accordance with the terms of the lease. If Lessee fails to make any monthly payment or other amount required herein to be paid to Lessor within five(5) days of when due, Lessee agrees to pay Lessor, in addition to the required payment, a late fee of 15%Of tile 1111101.111t past due (but at least$7.50) for each late payment. Each month the past due payment remains unpaid, an additional late fee will be assessed. Payments are applied to late fees and service charges first and then to payments in respect of lease obligations. These amounts shall be payable in addition to all amounts payable by Lessee to Lessor as a result of SECTION A—GENERAL PROVISIONS 23 MvI& TOS201702 TERMS OF SERVICE exercise of any of the: remedies herein provided. if Lessee requests and Lessor provides any services not set out herein. Lessee agrees to pay additional applicable fees. In addition to the payment of monthly rent, Lessee agrees to pay Lessor all annual fee in all aniount not to exceed $50.00 for tile administration, billing, reconciliation, and tracking of payments due under the lease,which may generate a profit to Lessor, k. Assignment. (a) Lessor may assign or transfer the lease or Lessor's interest in the Leased Equipment without notice to or consent by Lessee. Any assignee of Lessor shall have all of the rights, but none of the obligations, of Lessor under the lease and Lessee agrees that it will not assert against any assignee of Lessor any defense, Counterclaim, set-off or compensation that Lessee may have against Lessor, (b) Lessee shal I riot assign all or any part of Lessee's rights or obligations under the lease or enter into any sublease of all or any part of the Leased Equipment without Lessor's prior written consent, (c) Lessee shall not create, incur, assume or suffer to exist any security interest, mortgage, lien, pledge, hypothec or other right, encumbrance or attachment of any kind whatsoever upon, affecting or with respect to the Leased Equipment or tile lease or any of Lessor's interests thereunder. L Title; Quiet Enjoyment. Lessor shall at all times retain title to the Leased Equipment. Lessor may at Lessee's expense, cause the lease or any document, statement or other instrument in respect to the lease showing Lessors interest in the Leased Equipment, including without limitation Personal Property Security Act or Civil Code Of QL16bee financing statements, to be filed, registered or recorded and/or refiled, reregistered and rerecorded. Lessee waives the right, where permitted by law, to receive a copy of any financing staternent, financing change statement or verification staternent. Lessee agrees to execute and deliver any docurnent, statement or instrument requested by Lessor for such put-pose, and agrees to reimburse Lessor for any expense arising therefrom. Lessee shall at Lessee's expense protect and defend Lessor's title against all persons claiming against or through Lessee, at all times keep the Leased Equipment free from legal process or encumbrance whatsoever, and shall give Lessor immediate notice thereof and shall indemnify Lessor from any loss caused thereby. Lessee agrees to procure for and deliver to Lessor, such estoppel certificates, landlord's or mortgagees' waiver or other similar documents as Lessor may request. Provided Lessee is not in default hereunder, Lessee may quietly use and enjoy the Leased Equipment subject to the terms hereof. in. Care, Use and Location. Lessee, shall maintain the Leased Equipment in good operating condition, repair and appearance, and protect the same from deterioration other than normal wear and tear; shall use the Leased Equipment in the regular course of Lessee's business, within its normal operating capacity, Without abuse,, and shall comply with all laws, ordinances, regulations, requirements arid rules with respect to the use, maintenance and operation of the Leased Equipment; shall use the Leased Equipment solely for business purposes;shall not make any modification, alteration or addition to the Leased EqUipulent without Lessor's prior written consent; shall not affix the Leased Equipment to real or immovable property as to change its nature to a fixture; shall keep the Leased Equipment at the location(s) to which Lessor has agreed, and shall not move the Leased Equipment from such location(s)Without Lessor's prior written consent. Under no circumstances does Lessor have any responsibility to install,promote, service,clean,maintain or repair the Leased Equipment, all of which is Lessee's responsibility. n. Net Lease; Taxes. Lessee intends the monthly payments hereunder to be net to Lessor, and Lessee agrees to pay all provincial,territorial and federal sales, goods and services,harmonized, use, excise, stamp, documentary and ad valorem taxes, license and registration fees, assessments, fines, penalties and similar charges imposed on the lease, possession or use of the Leased Equipment during the term of the lease; Lessee shall pay all taxes (except Lessors net capital and income taxes) imposed oil Lessor or Lessee with respect to the payments hereunder or the lease of the Leased Equipment; arid, shall reimburse Lessor upon demand for any taxes paid by or advanced by Lessor. Lessor is entitled to the tax benefits available to an owner of the Leased Equipment, including without limitation, the right to claim tax depreciation, capital cost allowance or other deductions in respect of the capital cost thereof, investment tax credits and deductions for interest incurred by Lessor to finance the purchase of the Leased Equipment, and Eldv'ln SECTION A—GENERAL PROVISIONS 24 TOS201702 TERMS OF SERVICE Lessee shall not take any tax filing position inconsistent with the foregoing. o, Indemnity. Lessee agrees to indemnify and save Lessor, Lessor's agents, servants, successors and assigns harmless from any and all liability, damage or loss, including without limitation reasonable legal fees, arising out of the ownership, selection, possession, leasing, operation, control, use, condition (including but not limited to latent and other defects, whether or not discoverable by Lessee), maintenance, delivery and return of the Leased Equipment. The indemnities and obligations herein provided shall continue in full force and effect notwithstanding the termination of the lease. 1). Insurance, Lessee shall keep the Leased Equipment insured against all risks of loss or damage from any cause whatsoever for not less than the full replacement value thereof. The amount of Such insurance shall be sufficient SO that neither Lessor nor Lessee will be considered a co- insurer. Lessee shall carry public liability insurance, both personal injury and equipment damage, covering the Leased Equipment. All Such insurance shall be in form and with insurers satisfactory to Lessor, and shall name Lessor and any assignee as first loss payee as its interest may appear with respect to equipment damage covet-age and as additional insured with respect to public liability coverage. Lessee:shall pay the premiums for such insurance and upon request deliver to Lessor satisfactory evidence Of insurance coverage required hereunder. The proceeds of such insurance payable, as a result of loss or damage to any itern of Leased Equipment, shall be applied to satisfy Lessee's obligation as set forth in Section (A)(19)(q)below. Lessee hereby irrevocably appoints Lessor as Lessee's attorney-in-fact, to make a claim for, receive payment of and execute and endorse all documents, cheques or drafts, received in payment for loss or damage under any Such insurance policy. This appointment is Coupled with an interest and is irrevocable, q. Loss or Destruction of Leased Equipment. Lessee shall notilg Lessor inn-nediately and shall bear the entire risk and be responsible: for loss, theft, damage or destruction of the Leased Equipment from any cause whatsoever after taking possession of the Leased Equipment. In Such event, Lessee shall at Lessee's expense (except to the extent of any proceeds of insurance provided by Lessee which shall have been received by Lessor as a result thereof), and at Lessor's option, shall either (a) repair Such item, returning it to its previous condition, unless dainaged beyond repair; or (b) pay Lessor all accrued and unpaid monthly payments and late charges payable hereunder, plus an amount (the "Loss Amount") equal to (i) the value of all monthly payments to become due during the remaining term of the lease,plus(ii)the amount of any purchase option or obligation with respect to the Leased Equipment or, if there is no such option or obligation, the: fair market value of the Leased Equipment, as estimated by Lessor in Lessor's sole reasonable discretion; or (c) replace such item with a like item acceptable to Lessor,in good condition and of equivalent value,which shall be and become Lessor's property, shall be included within the term "Leased Equipment" as used herein and shall be leased from Lessor herewith for the balance of the full term of the lease. 1'. Loss or Destruction Waiver. Lessor may in Lessor's sole and absolute: discretion waive Lessee's responsibility Jbr loss or destruction of the Leased Equipment and for keeping the Leased Equipment fully insured during the lease term (a"Loss or Destruction Waiver"), Should Lessee fail to provide proof of insurance, Lessor may invoke the Loss or Destruction Waiver and charge a monthly fee at current rates in order that Lessor may fully insure the Leased Equipment. fit the event of loss or destruction of the Leased Equipment, Lessor shall provide for its replacement with Leased Equipment of comparable value at that time, provided (i) Lessee took reasonable care in preventing the loss or destruction of the Leased Equipment and (ii) Lessee has paid in a timely manner the required monthly fee flor the Loss or Destruction Waiver. Lessee shall cooperate with Lessor in making any claim with respect to the Leased Equipment. s. Default. If any one of the following events (each a "Default'") shall occur, then to the extent permitted by applicable law, Lessor shall have the right to exercise ally one or more remedies set forth herein: (i) Lessee fails to pay all), payments hereunder, monthly or otherwise, when due; or (ii) Lessee fails to pay, when due, any indebtedness owed to Lessor or any of Lessor's Eldvlh SECTION A—GENERAL PROVISIONS 25 TOS201702 TERMS OF SERVICE affiliates arising independently of the lease, and Such default shall continue for rive(5)days; or (iii)Lessee fails to perform any of the terms,covenants, or conditions of the lease,other than as provided above, after ten(10)days written notice; or(iv) Lessee becomes insolvent or make an assignment for the benefit of creditors; or(v) a receiver, trustee or liquidator of Lessee or of all or a substantial part of Lessee's assets are appointed with or Without Lessee's application or consent; or (vi) all application for a bankruptcy order is filed, or any other proceedings are commenced by or against Lessee, or GUarantor, under the Bankruptcy and Insolvency Act (Canada), Or Linder any other bankruptcy, arrangement, dissolution, liquidation or insolvency law(s) providing for reliel'otdebtors. t. Remedies. If a Default shall occur, Lessor may, at Lessor's option, at any tirne (i) declare immediately due and payable and recover from Lessee, as liquidated damages for the loss of a bargain and not as a penalty, an amount equal to all accrued and unpaid installment payments and late charges, taxes, and other fees, plus the Loss Arnount; provided, however, that if a Default shall occur as described in any of Sections (A)(19)(s)(iv) through (vi) above, Lessor without any notice or action shall be deemed to have made such a declaration; (ii)autornatically charge any or all of Lessee's credit cards or accounts, other lines-of-credit or the DDA or other bank accounts for all money amounts owed; (iii) to the extent permitted by applicable Law, without demand or legal process, enter into the premises where the Leased Equipment may be found and take possession of and remove the Leased Equipment, without liability for such retaking; (iv) hold, sell or otherwise dispose of any such Leased Equipment at a private or public sale; or (v) exercise any other remedies available under applicable Law. If Lessor takes possession of the Leased Equipment, Lessor shall give Lessee credit for any sums received by Lessor from the sale or rental of the Equipment after deduction of the expenses of sale or other disposition and Lessee shall remain liable to Lessor for any deficiency. Notwithstanding the f'oregoing, to (fie extent any software forming part of the Leased Equipment is nontransferable or its transfer restricted, Lessee agrees that Lessor and/or the licensor of such software shall have no duty to remarket Such software or otherwise mitigate any damages relating to such software. Lessee shall also be liable for and shall pay to Lessor (i) all expenses incurred by Lessor in connection with the enforcement of any of Lessor's remedies including without limitation all collection expenses, that includes, but is not limited to, charges for collection letters and collection calls, charges of collection agencies, sheriffs, etc.; and all expenses of repossessing, storing, shipping, repairing and selling the Leased Equipment; and (ii) reasonable legal fees and court costs. Lessee and Lessor acknowledge the difficulty in establishiril, a value for the unexpired lease term and, owing to such difficulty, agree that the provisions of this paragraph represent an agreed measure of damages and are not to be deemed a forfeiture or penalty. All of Lessors remedies hereunder are cumulative, are in addition to any other remedies provided for by law, and may, to the extent permitted by law, be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy. No failure on Lessor's part to exercise and no delay in exercising any right to remedy shall operate as a waiver thereof or modify the terms of the lease. u. END OF LEASE TERM. (1) UPON EXPIRATION OF THE LEASE TERM, LESSEE SHALL HAVE THE OPTION TO PURCHASE THE LEASED EQUIPMENT FOR AN AMOUNT EQUAL TO 10% OF THE AGGREGATE LEASE PAYMENTS ON 12 MONTH, 24 MONTH, 36 MONTH, 48 MONTH OR 60 MONTH LEASES. WRITTEN NOTICE OF THE EXERCISE OF THIS OPTION MUST BE SENT' TO LESSOR AT LEAST THIRTY (3,0) DAYS PRIOR TO EXPIRATION OF THE LEASE TERM; (11) IF LESSEE DOES NOT ELECT TO PURCHASE THE LEASED EQUIPMENT, THEN UPON EXPIRATION OR EARLIER TERMINATION OF THE LEASE, LESSEE SHALL RETURN THE LEASED EQUIPMENT TO LESSOR IN GOOD OPERATING CONDITION AND REPAIR, SHIPPED BY PREPAID AND INSURED FREIGHT TO A LOCATION DESIGNATED BY LESSOR. IF THE LEASED EQUIPMENT IS RETURNED DAMAGED, INCOMPLETE OR SHOWS SIGNS OF EXCESSIVE WEAR, LESSEE AGREES TO PAY THE REPLACEMENT COST AND/OR THE REPAIR, SECTION A—GENERAL PROVISIONS 26 hia n TOS201 702 TERMS OF SERVICE REFURBISHING AND CLEANING COST IN AN AMOUNT DESIGNATED BY LESSOR WHICH IS PAYABLE WITHIN TEN (10) DAYS OF LESSOR'S DEMAND; (111) IF LESSEE DOES NOT ELECT TO PURCHASE OR RETURN THE LEASED EQUIPMENT AS PROVIDED IN (1) Oil (11) ABOVE, THE LEASED EQUIPMENT SHALL CONTINUE TO BE HELD AND LEASED HEREUNDER AND THE LEASE SHALL BE EXTENDED INDEFINITELY AS TO TERM AT THE THEN CURRENT MONTHLY PAYMENT UNTIL LESSOR HAS RECEIVED PAYMENT AT LEAST EQUAL TO LESSOR'S FULL INVESTMENT IN THE LEASED EQUIPMENT, AS CALCULATED BY LESSOR, FOLLOWING WHICH, AND UPON NOTICE FROM LESSOR TO LESSEE, LESSEE SHALL BE DEEMED TO HAVE PURCHASED THE LEASED EQUIPMENT FROM LESSOR ON AN "AS IS, WHERE IS" BASIS, SUBJECT TO THE RIGHT OF EITHER LESSEE OR LESSOR TO TERMINATE THE LEASE UPON THIRTY (30) DAYS WRITTEN NOTICE, WHEREUPON LESSEE SHALL DELIVER THE LEASED EQUIPMENT TO LESSOR AS SET FORTH IN THIS PARAGRAPH; AND (IV) PROVIDED LESSEE HAS FULFILLED ALL OF LESSEE'S OBLIGATIONS HEREUNDER, LESSEE'S SECURITY DEPOSIT, IF ANY, (1) SHALL BE REFUNDED AT THE EXPIRATION OF THE LEASE WITHOUT INTEREST OR (2) AT LESSEE'S DIRECTION, SUCH SECURITY DEPOSIT MAY BE APPLIED TO THE PURCHASE OF THE LEASED EQUIPMENT BY LESSEE. v. Privacy. Each of Lessee and Guarantor consents and agrees that Lessor may (i) collect and use any personal information provided by Lessee or Guarantor or obtained under any provision of the lease for the purpose of furthering the objects of the lease and to respond to any further- application for services by Lessee; (ii) use such information to conduct credit checks from time to time with credit bureaus; (iii)disclose such inforn-ration and any information regarding late payments, missed payments or. Defaults hereunder to Lessor's affiliates and third party service providers, payment networks, credit bureaus or agencies, financial institutions and similar parties for the purposes stated herein; (iv) use such information to investigate potentially firaLidulent or questionable activities regarding tile Leased Equipment or services for which the Leased Equipment is used; (v) use or disclose Such information in the Course of any actual or potential sale, reorganization, amalgamation or other change to Lessor's business or assignment under Section(A)(]9)(k)above;(Vi)0011CCt, use and disclose such information when required or permitted by applicable law, regulation or legal process; and(vii)retain all Such information for such periods of tinne as required by Lessor to perform Lessor's obligations and exercise Lessor's rights under the lease. w. Miscellaneous. Lessee shall inforin Lessor of any change in Lessee's name, address, billing address, telephone numbers, location of the Leased Equipment, or tile DDA, If Lessee fails to comply with any provision of the lease, Lessor shall have the right, but not be obligated, to effect such compliance on Lessee's behalf upon ten (10) days prior written notice to Lessee. In Such event, all monies expended by Lessor and all Lessor's expenses in effecting such compliance, shall be deemed to be additional obligations hereunder, and shall be paid by Lessee at tile time of tile next monthly payment hereunder. All notices under tile lease shall be sufficient it'given personally or mailed postage prepaid to the party intended at the respective address set forth herein, or at such other address as said party may provide in writing from time to tirne. The lease inures to the benefit of and is binding upon the personal representatives, successors, heirs and assigns of the parties hereto. Titne is of the essence of the lease. Lessee and Lessor intend the lease to be a valid and subsisting legal instrument, and agree that no provision of the lease that may be deemed unenforceable in any jurisdiction shall in any way invalidate any other provision or provisions of(lie lease in that jurisdiction, all of which shall remain in full force and effect. References to any legislation, statutory instrument, regulation, rule or a section thereof, unless otherwise specified, is a reference to the legislation, statutory instrument, regulation, rule or section as amended, restated or re-enacted from time to time. The lease and the personal guarantee set forth herein sliall be binding on Lessee and Guarantor when accepted in writing by Lessor and shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable in such Province, except in the event that the Leased -T"I SECTION A—GENERAL PROVISIONS 27 itldvlln TOS201702 TERMS OF SERVICE Equipment is Situated in the Province of Quebec, in which case the lease shall be governed by the laws of the Province of Quebec and the federal laws of Canada applicable in such Province. The limitation period in the lease is extended to the greater of six years or any longer period permitted by applicable law. For greater certainty, each of the parties hereto acknowledges that the lease is a "business agreement" as defined tinder Section 22 of the Limitations Act, 2002 (Ontario). x, Security Agreement. The following sentence is hereby added to the end of Section (A)(6)(a)(i): "Tile hypothec created pursuant to this Section (A)(6)(a)(i) is granted for the sum. ol:'$1,000,000 with interest at the rate of twenty-five percent(25.0%)per annUrn." 20. EQUIPMENT LEASING If Company has elected to lease any Leased Equipment from Lessor,the following terns and conditions apply to Company as Lessee of the Leased Equipment: a. Non-Cancellable Lease.THIS LEASE IS NO,NCANCELABLE AND AN ]IRREVOCABLE AGREEMENT. THIS EQUIPMENT LEASE AGREEMENT CANNOT BE CANCELED OR TERMINATED BY COMPANY. Lessor, its Successors and assigns,does hereby lease to Lessee and Lessee hereby rents from Lessor the Leased Equipment, on terms and conditions set forth in this Section. b. No, Warranties by Lessor. Lessee represents that Lessee has selected and approved the Leased Equipment leased hereunder and Lessee acknowledges Lessor has made and makes no representations or warranties of any kind or nature, directly or indirectly, expressed or implied, as to any matter whatsoever, including the suitability of the Leased Equipment, its durability, its condition,and/or its quality. Lessee leases the Leased Equipment"as-is."Lessor also disclairris any warranty of merchantability or fitness for use or purpose whether arising by operation of law or otherwise. Lessor and Lessor's assignee shall not be liable to Lessee or others for any loss, damaue or expense of any kind or nature caused directly or indirectly by any Leased Equipment however arising, or the use or maintenance thereof or the Failure of' operation thereof, or the repairs, service or adjustrnent thereto. No representation or warranty as to, the Leased Equipment or any other matter by the Leased Equipment supplier ('*Equipment Vendor") identified in the Company Application, or elsewhere in the Agreement, or others shall be binding oil the Lessor nor shall the breach Of Such relieve Lessee of, or in any way affect, any of Lessee's obligations to Lessor herein. If the Leased Equipment is not satisfactory for any reason, Lessee shall make any claim oil account thereof solely against the Equipment Vendor and Lessee shall nevertheless pay Lessor all rent payable under the lease. Lessor agrees to assign to Lessee, solely for the purpose of making and prosecuting any such claim, any rights it may have against the Equipment Vendor for breach of warranty or representation respecting the Leased Equipment. Regardless of cause, Lessee will not assert any claim whatsoever against Lessor for loss of anticipatory profits or any other indirect, special, or consequential damages. Lessor makes no warranty as to the treatment of the lease for accounting or tax purposes. NOTWITHSTAND- ING ANY FEES WHICH MAY BE PAID BY LESSOR TO EQUIPMENT VENDOR OR ANY AGENT OF THE LESSOR, LESSEE UNDERSTANDS AND AGREES THAT NEITHER THE EQUIPMENT VENDOR NOR ANY AGENT OF THE EQUIPMENT VENDOR IS AN AGENT OF LESSOR OR IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDITION OF THE LEASE. c. Authorization for Automatic Withdrawal of Monthly Payments. Lessee hereby authorizes Lessor, or its designee, successor or assign to withdraw the monthly lease amount and any additional amounts. including any and all taxes now due or imposed, owed by Lessee in SECTION A—GENERAL PROVISIONS 28 r1lav3n TOS201702 TERMS OF SERVICE connection with the Leased Equipment, by initiating debit entries to the DDA indicated on the Company Application or the Agreement, or such other DDA as the: Lessee may from time to time use. Ill the event of default of Lessee's obligations hereunder, Lessee authorizes the debit of its DDA for the full amount due under the lease. Lessee agrees to contest transactions that might be invalid within ninety (90) days of the transaction date, or the transaction will be deemed valid. A rental payment (whether paid by debit or other means) that is not honored by Lessee's financial institution for any reason will be subject to a returned item service fee imposed by Lessor, the amount of which may be debited from Lessee's DDA. Should it be necessary to switch to statement billing, Lessor is authorized to add a $10.00 per month service charge to Lessee's monthly payment amount as reimbursement For tile added service and processing expenses. In the event that Lessor withdraws funds erroneously from Lessee's DDA, Lessee authorizes Lessor to credit Lessee's DDA for an amount not to exceed the original amount of the debit. This authorization is to remain in full force and effect until Lessor and Lessee's financial institution have received written notice from Lessee of its termination in SLIC11 time and in Such manner as to Word I.,essor and Lessee's financial institution a reasonable opportunity to act. LESSEE REPRESENTS AND WARRANTS THAT ITS DDA HAS BEEN ESTABLISHED AS A BUSINESS-PURPOSE CHECKING ACCOUNT. d. Finance Lease. I-lessor and Lessee agree that the lease is a "Finance Lease" as defined by Section 11-2A-103(g)of the GA UCC. Lessee acknowledges either(i)that Lessee has reviewed and approved any written "Supply Contract" as defined by GA LJCC Section 11-2A-103(y) covering the [,eased Equipment purchased from the "Supplier" as defined by GA UCC Section 11-2A-103(x) thereof for lease to Lessee or (11) that Lessor has informed or advised Lessee, in writing, either prCVi0LlSIy or by the lease ofthe following: (1) the identity of the Supplier; (2) that the Lessee may have rights under the Supply Contract; and (3) that the Lessee may contact the Supplier for a description of any such rights Lessee may have under the Supply Contract. e. Ordering Equipment; Lessor's Right to Terminate. Lessee requests Lessor to purchase the Leased Equipment front Equipment Vendor and arrange for delivery to Lessee at Lessee's expense. lf,�vithin forty-five (45) days from the date Lessor orders the Leased Equipment, the same has not been delivered, installed and accepted by Lessee in form satisfactory to Lessor, Lessor may oil tell (10) days written notice to Lessee terminate the lease and its obligations to Lessee. f. Term and Rent. The sum of all periodic installments of rent indicated in the Company Application or the Agreement shall constitute tile aggregate rent reserved Linder the lease. The lease term shall commence as of the date that the lease is accepted by Lessor, (tile "Commencement Date"), and shall continue until the obligations of the Lessee under tile lease shall have been fully perforl-ned. The installments of rent shall be payable monthly in advance as stated above or oil a schedule, the first such payment being due on the Commencement Date, or such later date as Lessor designates in writing, and subsequent payments shall be due On tile same day of each Successive Month thereafter Until the balance of the rent and any additional rent or expenses chargeable to Lessee under the lease shall have been paid in full. All payments of rent shall be made to Lessor at the address set forth in the Company Application or the Agreement or such other address as Lessor may designate in writing. Lessee's obligation to pay such rentals shall be absolute and unconditional and is not Subject to any abatement, set-off, defense of counterclaim for any reason whatsoever. Lessee hereby authorizes Lessor to insert into the lease tile serial numbers and other identification data of the Leased Equipment when determined by Lessor and dates or other omitted factual matters and to correct any typographical or spelling errors. If a security deposit is indicated in the Company Application, or in any additional application and Setup forms, tile same shall be held by Lessor to secure tile faithful performance of the terms of the lease and returned or applied in accordance with Section (A)(20)(q)(iv) below, In addition to the payment of monthly rent, Lessee agrees to pay Lessor an annual fee in all arriount not to exceed $50.00 for the administration, billing, reconciliation, and tracking of payments due under the lease,which may generate a profit to Lessor. vl SECTION A—GENERAL PROVISIONS 29 tllan TOS201702 TERMS OF SERVICE g. Assignment. (i) LESSOR MAY ASSIGN OR TRANSFER THE LEASE OR LESSOR'S INTEREST IN THE LEASED EQUIPMENT WITHOUT NOTICE TO LESSEE. Any assignee of Lessor shall have all of the rights, but none of the obligations, of Lessor under the lease and Lessee agrees that it will not assert against any assignee of Lessor any defense, counterclaim or offset that Lessee may have against Lessor. Lessee acknowledges that any assignment or transfer by Lessor shall not materially change Lessee's duties or obligations tinder the lease nor materially increase the burdens or risks imposed on Lessee. Lessee agrees that Lessor may assign or transfer the lease or Lessor's interest in the Leased Equipment even if said assignment or transfer could be deemed to materially affect the interest of Lessee. (ii) LESSEE SHALL NOT ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER THE LEASE OR ENTER INTO ANY SUBLEASE OF ALL,OR ANY PART OF THE LEASED EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. (iii) Lessee shall not create, incur, assume or suffer to exist any mortgage, lien, pledge or other encumbrance or attachment of any kind whatsoever upon, affecting or with respect to the Leased Equipment or the lease or any of Lessor's interests thereunder. li_ Title; Quiet Enjoyment. Lessor shall at all times retain title to the Leased Equipment. All documents of title and evidence of delivery shall be delivered to Lessor. Lessee hereby authorizes Lessor,at Lessee's expense,to cause the lease or any statement or other instrument in respect to the lease showing the interest of Lessor in the Leased Equipment including Uniform Commercial Code Financing Statements, to be filed or recorded and/or refiled and rerecorded, and grants Lessor the right to execute Lessee's name thereto. Lessee agrees to execute and deliver any statement or illStI'Llinent requested by Lessor for such purpose, and agrees to pay or reimburse Lessor for any filing, recording or stamp fees or taxes arising from the filing or recording of any Such instrument or statement. Lessee shall at its expense, protect and defend Lessor's title against all pet-sons claiming against or through Lessee,at all times keep the Leased Equipment free from legal process or encumbrance whatsoever and, shall give Lessor immediate notice thereof and shall indemnify Lessor from any loss caused thereby. Lessee at, - mortgagees' waiver or agrees to procure for I..,essor, such estoppel certificates, landlord's or other similar documents as Lessor may reasonably request, Provided Lessee is not in del'aUlt hereunder, Lessee shall quietly use and enjoy the Leased Equipment subject to the terms hercof. i. Care, Use and Location. Lessee shall maintain the Leased Equiplilent in good operating condition, repair and appearance, and protect the same from deterioration other than normal wear and tear; shall use the Leased Equipment in the regular course of its business, within its normal operating capacity, without abuse, and shall comply with all Laws with respect to the use, maintenance and operation of the Leased Equipment; shall use the Leased Equipment solely for business Purposes; shall not make any modification, alteration or addition to the Leased Equipment, without the written consent of Lessor, which shall not be unreasonably withheld; shall not at any time so affix the Leased Equipment to realty as to change its nature to real equipment or to a fixture regardless of how attached or installed; shall keep the Leased Equipment at the location shown in the Company Application or the Agreement, and shall not remove the Leased Equipment Without written consent of Lessor, which shall not be unreasonably withheld. j. Net Lease; Taxes, Lessee intends the rental payments hereunder to be net to Lessor, and Lessee agrees to pay all sales, use, excise, personal equipment,, stamp, documentary and ad valorem taxes, license and registration fees, assessment, fines, penalties and similar charges imposed on the ownership,possession or use of the Leased Equipment during the term of the lease; shall pay all taxes (except Lessor's federal or state net income taxes) imposed on Lessor or Lessee with respect to the rental payments hereunder or the ownership of the Leased Equipment; and, shall reimburse Lessor upon demand for any taxes paid by or advanced by Lessor. Lessee agrees that the reimbursement of equipment tax calculation is based on an average tax rate. Unless otherwise agreed to in writing, Lessee shall file personal equipment tax returns with respect to, the Leased Equipment. SECTION A—GENERAL PROVISIONS 30 TOS201702 TERMS OF SERVICE k, Indemnity. Lessee shall and does hereby agree to indemnify and save Lessor, its agents, servants, successors, and assigns harmless from any and all liability, damage or loss, including reasonable attorney's fees, arising Out of the ownership, selection, possession,, leasing, operation, control, use, condition (including but not limited to latent and other defects, whether or not discoverable by Lessee), maintenance, delivery and return Of tile Leased Equipment. The indemnities and obligations herein provided shall continue in ftill force and effect notwithstanding the termination of the lease. 1. Insurance. During the term of the lease, Lessee agrees to maintain, at Irlessee"s expense, (i) "Special Form- property insurance protecting the Leased Equipment for its replacement value, naming Lessor as a loss payee on a "Lenders Loss Payable" endorsement; and (ii) public liability insurance, in amounts acceptable to Lessor, narning Lessor as -,ill additional insured (together, "Required Insurance"). Lessee must provide Lessor satisfactory written evidence of Required Insurance within thirty (30) (lays of the Commencement Date or any subsequent written request. If Lessee does not do so, Lessor may obtain insurance from an insurer of Lessor's choosing in such forms and amounts as Lessor deems reasonable to protect Lessor's interests ("Lease insurance"). Lease Insurance covers the Leased Equipment and the Lessor; it does not name the Lessee as an insured and may not cover all of the Lessee's interest in the Leased Equipment. Lessee agrees to pay Lessor periodic charges for Lease Insurance ("Insurance Charges")that include: a prenliurn that may be higher than if the Lessee maintained the Required Insurance separately; a finance charge of up to 1.5% per month on any premium advances made by the Lessor or Lessors agents; and billing and processing fees; each of which may generate a profit to Lessor and Lessors agents. Unless Lessee provides satisfactory evidence of Required Insurance by the Insurance Charge due date, Lessor will pay such Insurance Charge by debiting Lessee's DDA under the withdrawal provision of the lease. Lessor shall discontinue billing Insurance Charges upon receipt of'satisfactory evidence of Required Insurance. Lessee agrees to arbitrate any dispute with Lessor or Lessor's agents regarding Lease Insurance or Insurance Charges Under the rules of tile American Arbitration Association in Atlanta,Georgia;provided however,Such agreement does net authorize class arbitration. in. Loss or Destruction of Leased Equipment. Lessee shall bear the entire risk and be responsible for loss, theft, damage or destruction of the Leased Equipment from any cause whatsoever after taking possession of the Leased Equipment. Lessee shall notify Lessor immediately if the Leased Equipment is lost, destroyed, stolen or taken by any other person. In the event of loss, damage or destruction of any item of Leased Equipment, Lessee at its expense (except to the extent of any proceeds of insurance provided by Lessee which shall have been received by Lessor as a result Of Such loss,damage or destruction), and at Lessor's option, shall either(i) repair such item, returning it to its preVIOUS condition, unless damaged beyond repair; (H) pay Lessor all accrued and unpaid rental payments and late charges, Plus an alrnoUllt (the "Loss Amount"') equal to (1) the value of all rental payments to become due during the remaining term of the lease, plus (2) the amount of any purchase option or obligation with respect to tile Leased Equipment or, if there is 110 Such option or obligation, the fair market value of the Leased Equipment" as estimated by Lessor in its sole reasonable discretion; or(iii) replace Such item with a like item acceptable to Lessor, in good condition and of equivalent value, which shall become equipment ol"Lessor, included within the term "Leased Equipment" as used herein,and ]eased from Lessor herewith for the balance of tile full term of the lease. m Loss or Destruction Waiver. Lessor may waive Lessee's responsibility for loss or destruction of tile Leased Equipment and for keeping the Leased Equipment fully insured during tile lease term (a"Loss or Destruction Waiver"). Should Lessee fail to provide proof of insurance, Lessor may invoke tile Loss or Destruction Waiver and charge a monthly fee at Current rates ill order that Lessor may fully insure the Leased Equipment. In the event of loss or destruction of the Leased Equipment, Lessor shall provide for its replacement with Leased Equipment of comparable value at that time provided (i) Lessee took reasonable care in preventing the loss or destruction of the Leased Equipment and (ii) Lessee has paid in a timely manner the required h SECTION A—GENERAL PROVISIONS 31 1dvIn TOS201702 TERMS OF SERVICE monthly amount for the Loss or Destruction Waiver. Lessee shall cooperate with Lessor in making any claim with respect to the➢.eased Equipment. o. Event of Default. If any one of the following events (each all "Event of Default") shall occur, then to the extent permitted by applicable Law, Lessor shall have the right to exercise any one or more remedies set forth in Section (A)(20)(p)below: (i) Lessee fails to pay any rental or any other payment hereunder when due; (ii) Lessee fails to pay, when due, any indebtedness of Lessee to Lessor arising independently of the lease, and such default shall continue for five (5) days; (iii) Lessee fails to perform any of the terms, covenants, or conditions of the lease, other than as provided above, alter tell (10) days written notice; (iv) Lessee becomes insolvent or makes all assignment for the benefit of creditors-, (v) a receiver, trustee, conservator, or liquidator of Lessee, of all or a substantial part of its assets, is appointed with or without the application or consent of Lessee; or (vi) a petition is filed by or against Lessee under the Bankruptcy Code of 1978, as amended, or Under any other insolvency law(s), providing for relief of debtors. p. Remedies. If an Event ol'Default shall occur, Lessor may, at its option, at any tirne(i) declare immediately due and payable and recover from Lessee, as liquidated damages for the loss of a bargain and not as a penalty,an amount equal to all accrued and unpaid rental payments and late charges, taxes, and other fees, plus the Loss Amount; provided, however, that if all Event of Default shall occur as described in Section (A)(20)(o)(iv) through (vi) above, Lessor without any notice or action shall be deemed to have rnade such a declaration; (ii) automatically charge any or all of Lessee's credit cards or accounts, other lines ot'credit or the DDA or other bank accounts for all money amounts owed-, (iii) to the extent permitted by applicable Law, Without demand or legal process,enter into the premises where the Leased Equipment may be found and take possession of and remove the Leased Equipment, without liability for such retaking; (iv) Lessor may hold, sell or otherwise dispose of any Such Leased Equipment at a private or public sale; or (v) exercise any other remedies available Under applicable Law, III the event Lessor takes possession of the Leased Equipment, Lessor shall give Lessee credit for any sums received by Lessor from the sale or rental of the Leased Equipment after deduction of the expenses of sale or rental and Lessee shall remain liable to Lessor for any deficiency. Notwithstanding the foregoing, to the extent any software included with the Leased Equipment is nontransferable or its transfer restricted, Lessee agrees that Lessor and/or the licensor of such sollware shall have no duty to reniarket or otherwise mitigate any damages relating to such software. Lessee shall also be liable 11or and shall pay to Lessor (i) all expenses inCUrred by Lessor in connection with the enforcement of any of Lessor's remedies including all collection expenses, that includes, but is not limited to, charges for collection letters and collection calls, charges of collection agencies, sheriffs, etc.; arid all expenses of repossessing, storing, shipping, repairing and selling the Leased Equipment; and (ii) reasonable attorney's fees and Court costs, Lessor and Lessee acknowledge the difficulty in establishing a value fior the unexpired lease term and, owing to such difficulty, agree that the provisions of this Section represent an agreed measure of damages and ar•e not to be deemed a forfeiture or penalty. All remedies of Lessor hereunder are Cumulative, are in addition to any other remedies provided for by Law, and may, to the extent permitted by Law, be exercised Concurrently or separately. The exercise of any one remedy shall not be deemed to be air election Of Such rernedy or to preclude the exercise of any other remedy. No failure on tile part of the Lessor to exercise and no delay in exercising any right to remedy shall operate as a waiver thereof or modify the terms of tile lease, q. END OF LEASE TERM. (i) UPON EXPIRATION OF THE LEASE TERM, LESSEE SHALL HAVE THE OPTION TO PURCHASE LEASED EQUIPMENT FOR ITS RESIDUAL FAIR MARKET VALUE OR RETURN THE LEASED EQUIPMENT TO LESSOR. (if) THE EXERCISE OF THIS OPTION MUST BE COMMUNICATED TO LESSOR IN WRITING AT LEAST THIRTY (30) DAYS PRIOR TO THE EXPIRATION OF THE Eld-vin SECTION A—GENERAL PROVISIONS 32 TOS201702 TERMS OF SERVICE LEASE TERM. THE LEASED EQUIPMENT IS SOLD "AS IS" "WHERE IS" "WITH ALL FAULTS." EXCEPT AS PROVIDED IN THE LEASE, LESSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED EQUIPMENT PURCHASED. (iii) IN THE EVENT LESSEE DOES NOT ELECT TO PURCHASE THE LEASED EQUIPMENT, THEN UPON EXPIRATION OR EARLIER TERMINATION OF THE LEASE, LESSEE SHALL RETURN THE LEASED EQUIPMENT TO LESSOR IN GOOD OPERATING CONDITION AND REPAIR, SHIPPED BY PREPAID AND INSURED FREIGHT TO A LOCATION DESIGNATED BY LESSOR. IF, IN THE JUDGMENT OF LESSOR, THE LEASED EQUIPMENT IS RETURNED DAMAGED, INCOMPLETE, OR SHOWS SIGNS OF EXCESSIVE WEAR, LESSEE AGREES TO PAY THE REPLACEMENT COST AND/OR THE REPAIR AND REFURBISHING COST (INCLUDING CLEANING), FOR AN AMOUNT DESIGNATED BY LESSOR AND PAYABLE WITHIN TEN(10) DAYS OF LESSOR'S DEMAND. (iv) IF LESSEE DOES NOT ELECT TO PURCHASE OR RETURN THE LEASED EQUIPMENT UPON EXPIRATION OR TERMINATION OF THE LEASE AS PROVIDED HEREIN,THE LEASED EQUIPMENT SHALL CONTINUE TO BE FIELD AND LEASED HEREUNDER, AND THE LEASE SHALL BE EXTENDED FOR A PERIOD OF UP TO TWELVE (12) MONTHS UPON THE EXISTING TERMS AND CONDITIONS OF THIS LEASE AGREEMENT AND AT THE SAME MONTHLY RENTAL, SUBJECT TO THE RIGHT OF EITHER THE LESSEE OR THE LESSOR TO TERMINATE THE LEASE UPON THIRTY (30) DAYS WRITTEN NOTICE, WHEREUPON THE LESSEE SHALL FORTHWITH DELIVER THE LEASED EQUIPMENT TO LESSOR AS SET FORTH IN THIS SECTION. ONCE THE LESSEE HAS FULLY PAID 'THE ADDITIONAL TWELVE (12) MONTHS OF EXTENDED LEASE RENTAL, SUCH PAYMENT SHALL OPERATE AS PAYMENT OF THE RESIDUAL FAIR MARKET VALUE OF THE EQUIPMENT AND LESSEE WILL BE DEEMED TO HAVE PURCHASED THE LEASED EQUIPMENT. (v) PROVIDED LESSEE HAS FULFILLED ALL OF ITS OBLIGATIONS TO LESSOR HEREUNDER, LESSEE'S SECURITY DEPOSIT OR SECURITY RESERVE, IF ANY, AS INDICATED IN THE COMPANY APPLICATION, Oil IN ANY ADDITIONAL APPLICATION AND SETUP FORMS, (1) SHALL BE REFUNDED TO LESSEE AT THE EXPIRATION OF THE LEASE WITHOUT INTEREST OR (2) AT LESSEE'S DIRECTION, SUCH SECURITY DEPOSIT MAY BE APPLIED TO THE PURCHASE OF THE LEASED EQUIPMENT, IN WHICH EVENT THE LEASED EQUIPMENT NEED NOT BE RETURNED TO LESSOR. r. Entire Agreement; Changes. The ]case contains the entire agreement between the parties and may not be altered, amended, modified, terminated or otherwise changed except in writing and signed by an executive officer ofl-essor and by the Lessee. s. Miscellaneous. If Lessee fails to pay any rent or other amount required herein to be paid to Lessor within five (5) days of when due, Lessee agrees to pay Lessor, in addition to the payment,a late charge of 15%of the amount past due(but at least$7.50) lor each late payment. Each month the past due payment remains Unpaid, an additional late fee in the amount defined will be assessed. Payments are applied to late fees and service charges first and then to the lease obligation. Amounts shal I be payable in addition to all amounts payable by Lessee to Lessor as a result of exercise of any of the remedies herein provided. If Lessee requests any services not provided for herein, Lessee agrees to pay an applicable fee for delivery Of Such services. Lessee shall inform Lessor of any change in Lessee's name, address, billing address, telephone numbers, location of the Leased Equipment, or DDA. In the event Lessee fails to comply with any provision of the lease, Lessor shall have the tight, but not be obligated, to affect such compliance on behalf of Lessee upon tell (10)days prior written notice to Lessee. In such event, h v1 SECTION A—GENERAL PROVISIONS 33 1d ' n TOS201702 TERMS OF SERVICE all monies expended by, and all expenses of Lessor in effecting; such compliance, shall be deemed to be additional rental, and shall be paid by Lessee at the time of the next monthly payment of rent, All notices under the lease shall be sufficient if given personally or mailed postage prepaid to the party intended at the respective address set forth herein, or at such other address as said party may provide in writing frorn time to time. The lease inures to the benefit of and is binding upon the personal representatives, successors and assigns of the parties hereto. Time is of the essence of the lease. Lessor and Lessee intend the lease to be a valid and subsisting; legal instrument, and agree that no provision of the lease that may be deemed Unenforceable shall in any way invalidate any other provision or provisions of the lease, all of which shall remain in full fin-ce and effect. The lease shall be binding when accepted in writing by Lessor and shall be governed by the laws of the State of Georgia, provided however, in the event the lease or any provision hereof is not enforceable under the laws of the State of Georgia then the laws of the state where the Leased Equipment is located shall govern. Lessee consents and submits to the jurisdiction of the federal and state courts located in the State of Georgia and within Fulton County (the"Courts-), and expressly agree to such forum for the bringing of any suit, action or other proceeding arising out of the Lessee's obligations hereunder,and expressly waive any objection to venue in any such Courts and waive any right to a trial by jury so that trial shall be by and only to the Court. Lessee agrees that any process served for any court action or proceeding shall be valid ifniailed by certified mail,return receipt requested. t. Important Information about Credit Reporting. Lessor may report information abOUt this account to credit bureaus. Late payments, mi ssed payments, or other defaults on this account may be reflected in the credit report of Lessee and/or Guarantor. SECTION A—GENERAL PROVISIONS 34 TOS201702 TERMS OF SERVICE SECTION B - ELECTRONIC CHECK SERVICES (ECS) If Company has selected Electronic Check Services("ECS"),Company shall be subject to this Section B in addition to the terms and conditions of Section A of this TOS. The terms and conditions for ECS are set forth in the Agreement and the ECS Merchant Operating Guide (the "ECS MOG"), incorporated herein and located at Our website littps://www.iiierciiajilcoi,iiiect.coiii/CWRWeb/ElectronicClieckSei-vice.do. In the course of its acceptance and use of ECS,Company represents,warrants and covenants the following: 1. Company shall comply with and be bound by (a)the ECS Rules, including the AC14 Rules, the ECS MOG and the ECS Primer, and (b) Laws, including, but not limited to, the Check Clearing for the 2 1" Century Act and Regulation CC, Article 3 and Article 4 of the Uniform Commercial Code as in effect in the applicable state(s), the Electronic Fund Transfer Act and Regulation E, and the Fair Credit Reporting Act as aniended by the Fair and Accurate Credit Transactions Act. 2. Company shall pay the fees for ECS as set forth in the Company Application, and in any additional application and setup forms. 3. In the event Company accepts for ECS certain types of Customer payments that are ineligible as specified in the ECS MOG for any reason,such Transaction is subject to Chargeback. Company may be liable for the face value of the Transaction and any actual damages related to or arising Out Of processing a Transaction that has been charged back. 4. Company shall cause a Check Reader/Imager to be readily available for use at all Company locations where Company will accept Paper Checks I'or ECS processing. 5. Company must use commercially reasonable procedures to verify the identity Of each Customer that Submits a payment. 6. Company shall be solely responsible lbr providing Customers with notifications and disclosures in connection with ECS, including, but not limited to, posting all point of safe signage and distributing all Customer takeaways and all notices and disclosures required to be provided Linder the ECS Rules and Laws. 7. Company may use the ECS only in connection with the presentment and acceptance of certain types of Customer payments in payment for goods or services sold by Company, or fil payment for all Z> obligation owed to Company, and only in compliance with the ECS Rules, Company shall be the sole user ofthe ECS, and Company may not resell or otherwise transfer any portion of ECS (or any associated information) in whole or in part to any other Person. 8. Company represents and warrants, with respect to all FCS Transactions Submitted for processing by I-71avon, that (i) the Customer has duty authorized the debiting of the Customer's account for the amount of the ECS Transaction in accordance with Laws and ECS Rules, (ii) the Transaction represents an obligation of the Person who is Submitting a Customer payment, and (iii) the ECS Transaction is for merchandise actually sold or rented, for services actually rendered, or for the actual amount due and owing from the Customer to Company, in each case for 1110 actual price of such merchandise or services (including tax) or for the actual amount due and owing to Company. Company represents and warrants that no portion of any ECS Transaction involves any element of Company's extension of credit. 9. Company may not use ECS for merchandise returns or refunds, as ECS does not Support this I'Linction. Merchandise returns or refunds must be handled outside ECS by direct negotiation between Company and the Customer. 10. Company is responsible to Elavon for any Transaction charged back by Elavon or its agent in accordance with the Agreement, including the ECS MOG, and for any fines, penalties or assessments incurred as a result Of Company's non-compliance with Laws or the ECS Rules. Company agrees to immediately pay to Elavon or its agent(by means of debit or set-off initiated by Elavon or its agent, submission of payment by Company, or otherwise, at the sole option of Elavon), SECTION B: ELECTRONIC CHECK SERVICES 35 h1dvIn TOS201702 TERMS OF SERVICE an amount equal to the allIOUnt Of any ECS Transaction that is stopped, not settled, or charged back, as well as any related lees and charges. If. Company must Fully cooperate with all parties in the resolution of Custorner disputes, as well as Chargebacks, returns, adjustments,representinents,and errors in accordance with the ECS Rules and Laws. 12. Company is responsible for and will ensure that all information, including MICR data and payment amounts, are accurately captured from a Paper Check in accordance with the applicable ECS Rules, and that all such information is accurately reflected in the related Item Company sends to Elavon for processing through ECS. Company will not submit for clearing or settlement any physical Paper Check unless and until Elavon and Member have processed and settled a Chargeback to Company with respect to any Items created I'TO111 such Paper Check. 13. Company will not. disclose to third parties any information related to ECS Transactions including, but not limited to,Customer DDA information,driver's license number,telephone number,or social security number except as specified in the Agreement, including the ECS MOG. Company sliall keel)all such information confidential and secure, in accordance with the Agreement and Laws. 14. Company does not have the right to use ECS data for any purpose other than to support the ECS itself, 15. Company must treat all ECS documents, including, but not limited to, the Agreement, including the ECS Rules, the ECS MOG and ECS collateral material or related guides, as Confidential and proprietary information and must protect it with the same degree of care as Company would protect its own confidential and proprietary information and as further specified in the Agreement. 16. Company's Agreement and use Of the ECS may be terminated immediately by Elavon for, failure to comply with the terns of theTOS,the Agreement or Laws. 36 SECTION B: ELECTRONIC CHECK SERVICES TOS201702 TERMS OF SERVICE SECTION C - TOKENIZATION SERVICES JfCornpany has selected Tokenization Services, Company shall be subject to this Section C in addition to the terms and conditions of Section A of this 'FOS. The terms and conditions for Tokenization Services are set forth in the Agreement and the Operating Guide, incorporated herein. In the course of its acceptance and use of the Tokenization Set-vices, Company hereby agrees to the following terms and conditions governing the Tokenization Services: 1. For the payment of fees for the Tokenization Services, Elavon shall provide Tokenization Services to Company, which shall consist of a tokenization feature pursuant to which Elavon will provide Company with Tokens in substitution for Credit Card and Debit Card account numbers, More specifically, under the Tokenization Services, when a Credit Card or Debit Card account number associated with aTransaction is transmitted from Company to Elavon, Elavon will: a. generate a Token; b. associate the Token with the account number; and C. send the Token, instead of account ]lumber, back to Company in the Transaction authorization response message. 2. The account number associated with each Token under the Tokenization Set-vices will be available to Company until three (3) years after the expiration or termination of the Agreement (the *'Token Validity Period"). During the Token Validity Period, the Token, rather than the associated account number, may be submitted by Company to Elavon to process additional Transactions to the; Credit Card or Debit Card associated with Such Token across all Company locations. Company acknowledges that tile Tokens will be formatted in Elavon's reasonable discretion and may not be compatible with other Company systems, equipment, communications devices, databases and/or services. 3. Company shall cause the appropriate Hardware, including POS Devices and any hardware provided by or on behalf of Elavon from tirne to time,to be readily available for use at all Company locations that are the recipients or Users of the Tokenization Services. 4. Company acknowledges that Elavon does not store Credit Card or Debit Card expiration dates. In order to use a Token to process a Transaction, Company must provide the Token (in lieu of a account number)together with the expiration date for the original Credit Card or Debit Card. 5. Company may request a reversal of the Tokenization process as follows: a. To reverse the Tokenization process on all individual Token basis, Company may access an Elavon web portal and, with appropriate authentication credentials, retrieve the account number associated with any Token. b. To reverse the Tokenization process on a bulk basis (i.e., in excess of 100 Tokens at a time), an officer of Company must make a request in writing to Elavon and provide Elavon with the Tokens for which Company wishes to reverse the Tokenization process. Elavon will provide Company with an criMped file containing the account numbers associated with such Tokens within thirty(30)days of receiving the request. 6. DISCLAIMER OF WARRANTIES. WITH RESPECT TO THE TOKENIZATION SERVICES, THE HARDWARE, AND LICENSED PRODUCTS (INCLUDING ANY SOFTWARE), IF ANY, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OR ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. THE TOKENIZATION SERVICES, HARDWARE AND LICENSED PRODUCTS (INCLUDING ANY SOFTWARE), If, ANY, PROVIDED TO COMPANY ARE PROVIDE[) "AS IS". COMPANY ACKNOWLEDGES AND AGREES THAT IT IS NOT RELYING ON ANY STATEMENT, PROMISE, OR EldlVn SECTION C:TOKENIZATION SERVICES 37 TOS201702 TERMS OF SERVICE REPRESENTATION, EITHER ORAL OR WRII-FEN, MADE BY OFFICERS, SALES PERSONNEL, OR AGENTS OF ELAVON OR MEMBER, EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, INCLUDING THIS SECTION C, WHICH WOULD SUPPLEMENT, EXPLAIN. INTERPRET, MODIFY OR EXPAND THE TERMS AND CONDITIONS OF THIS AGREEMENT,THIS SECTION C,OR ANY SALES LITERATURE OR WRITTEN PROPOSALS. COMPANY ACKNOWLEDGES AND UNDERSTANDS THAT NO EXPRESS WARRANTY WITH RESPECT TO THE TOKENIZATION SERVICES, THE HARDWARE AND Ll CEINSE,D PRODUCTS (INCLUDING ANY SOFTWARE), IF ANY, IS CONTAINED OR CREATED IN ANY ORAL STATEMENT OR IN ANY WRITING OTHER THAN THE EXPRESS WRITTEN PROVISIONS OF THIS SECTION C. 7. LIABILITY. Except as otherwise expressly provided herein, in no event shall Elavon be liable hereunder for (a) any loss of profits or other economic loss of whatever nature, or any indirect, special, consequential, incidental or other similar damages arising out of any claim of whatever nature relating to the Tokenization Services provided pursuant to this Agreement or to any obligations, acts, events, 01'occurrences pursuant to, preliminary to or incidental to the Tokenization Set-vices provided pursuant to this Agreement, or (b) any liabilities of Company to third parties resulting from any failure of Elavon, any I lardware or any software, documentation or other related materials (whether provided by Elavon or a third party) to perform as required under the terms of this Section C to the Agreement. In no event shall Elavon's licensors, contractors, service providers or third party beneficiaries have any indemnification obligations or be liable Pursuant to this Section C for any damages, including, without limitation, any indirect, special, consequential, incidental or other similar damages arising out of any claim of whatever nature relating to the Tokenization Services provided pursuant to this Agreement or to any obligations, acts, events, or occurrences Pursuant to, preliminary to or incidental to the Tokenization Services provided pursuant to this Agreement, 38 SECTION C:TOKENIZATiON SERVICES Elavon TOS20�1702 TERMS OF SERVICE SECTION D - FANFARE SERVICES If Company has selected Fanfare Services, Company shall be subject to, and shall comply with, this Section D in addition to the terms and conditions of Section A of this TOS. The terms and conditions for Fanfare Services are set forth in the Agreement and the Operating Guide, incorporated herein. In the Course of its acceptance and use of the Fanfare Services,Company hereby agrees to the l'ollowing terms and conditions governing the Fanfare Services: 1. GENERAL PROVISIONS a. Elavon will host and make available to Company the Fanfare Web Portal. b. Company must use Supported Hardware in order to make full use of the Fanfare Services, and certain or all Fanfiare Set-vices may be unavailable or may function improperly if Company does not use them in connection with Supported Hardware. Company may obtain a current list of Supported Hardware frorn Elav011 Up011 request, which Elavon may update from time to time. Elavon shall have no responsibility or liability in connection with the performance or non-perfort-nance of the Fanfare Services, including in connection with any errors or malfunctions that may occur ill connection with the Fanfare Services, if Company uses the Fanfare Services with any PPS Devices that are not Supported Hardware. C. Company shall not acquire any intellectual property rights and/or any goodwill, know-how or any other proprietary rights in any form whatsoever or howsoever in the Fanfare Platform or the Fanfare Services. Any and all intellectual property rights in and to the Fanfare Platform or the Fanfare Services, and related goodwill, know-how and other proprietary rights are and shall remain the absolute exclusive property of Elavon and/or its licensors. d. Company will (i) cooperate with Elavon in connection with the Fanfare Services, and (ii) provide Elavon with reasonably requested information and access (which may be remote access) to equipment and to Company's personnel for purposes of facilitating setup of 130S Devices for use in connection with the Fanfare Services. C. Company shall use all reasonable means to prevent any unauthorized access to or use of the Fanfare Platform and the Fanfare Services, and if'such access Or use occurs, Company shall notify Elavon immediately. f. Company acknowledges and agrees that it is Company's sole responsibility to comply with all Laws related to its use of the Fanfare Services and all Laws governing its relationships with Customers and use of any Customer Data in connection with the Fanfare Services, including (i) the collection, storage and use of Customer Data for promotional or marketing purposes(including the compliance ol'any such storage or Use With C0111pany's applicable privacy policies and terms and conditions), (ii) the distribution (including g by e-mail or short message service (SMS)) of marketing or 9 promotional materials to Customers (including through any use Of C0111111LInication or marketing services made available to Company through the Fanfare Platform), and (iii) the issuance, sale, distribution, use and acceptance of gill cards, gill certificates, Loyalty Cards or Prepaid Cards that may be applicable to Iant'are Gift Cards (including all laws related to purchase, service and dormancy fees, Laws relating to expiration dates, Laws governing the treatment Of unused or unclaimed funds or other property and Laws related to money transmission). Further, Company agrees to comply in a timely manner with any Such Laws. g. Company acknowledges and agrees that Elavon has no responsibility for recording or storing any Customer Data or information related to the sale of any Fanfare Gift Card until such information has been received and validated by Elavon. h. Company understands and agrees that its data security obligations Linder the Agreement apply to any Customer Data it collects or receives in connection with the Fanfare Services, and Company agrees to comply With Such data security obligations with respect to all Customer Data Company may collect,access or receive in connection with the Fanfare Services, Eldvl' n SECTION D: FANFARE SERVICES 39 TOS201702 TERMS OF SERVICE i. Company will eXCILISiVely use Elavon (including Elavon-designated set-vice providers) for services similar to the Fanfare Services, and Company will not receive services similar to the Fanfare Services from any third pat-ties not approved by Elavon in writing. j. Company or Elavon may terminate the Fanfare Services for any of the reasons that Elavon or Company,as applicable,may terminate the Agreement. Ir. DISCLAIMER OF WARRANT IES, COMPANY UNDERSTANDS AND AGREES THAT THE FANFARE PLATFORM AND THE FANFARE SERVICES ARE PROVIDED ON AN "AS Is" AND "AS AVAILABLE" BASIS, WITHOU,11, LIMITING THE FOREGOING, ELAVON DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE FANFARE PLATFORM OR FANFARE SERVICES WILL COMPLY wiTIL ANY APPLICABLE LAWS, GOVERNING THE COLLECTION OF CUSTOMER INFORMATION THE USE OF CUSTOMER INFORMATION FOR MARKETING OR PROMOTIONAL PURPOSES, OR THE ISSUANCE, SALE DISTRIBUTION, USE OR ACCEPTANCE OF ANY FANFARE GIFT CARD. ELAVON WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY HARM TO COMPANY'S COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM COMPANY'S ACCESS TO OR USE OF 'I I FIE FANFARE PLATFORM OR THE FANFARE SERVICES. ELAVON MAKES NO WARRANTY THAT THE FANFARE PLATFORM OR THE FANFARE SERVICES W11.1 MEET COMPANY'S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-F`REE BASIS. NO ADVICE OR INFORMATION, WFIETHER ORAL OR WRITTEN, OBTAINED FROM ELAVON OR T14ROUGI-I THE FANFARE SERVICES, WILL CREATE ANY WARRANTY No,r EXPRESSLY MADE HEREIN. ELAVON IS NOT RESPONSIBLE FOR THE UNAUTHORIZED ACCESS TO OR USE OF ANY PROMOTIONAL OFFER, REWARDS VALUE, OTHER FANFARE LOYALTY PROGRAM OFFER, OR ANY FANFARE GIFT CARD. FURTHER, ELAVON MAKES NO REPRESENTATIONS OR WARRANTIES AS 'm THE SUITABILITY OR PROFITABILITY FOR COMPANY OF ANY (1)OFFER, PROMOTION OR REWARD ADOPTED BY COMPANY IN CONNECTION wrri-i ITS FANFARE LOYALTY PROGRAM, OR (11) FANFARE GIFT CARD ARRANGEMENT OR SOLUTION ADOPTED BY COMPANY IN CONNECTION WITH ITS FANFARE GIFT CARD PROGRAM, IN EACH CASE EVEN IF ELAVON PROMOTES SUCH A SOLUTION AS COMMON OR HISTORICALLY SUCCESSFUL IN COMPANY'S INDUSTRY OR MARKI"T. I. LIABILITY, TO THE MAXIMUM EXTENT P F"RM FF['ED BY APPLICABLE LAW, ELAVON AND EACH OF ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONS EQUENTI Al, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, USE, GOODWILL,OR OTHER INTANGIBLE LOSSES, RESULTING FROM COMPANY'S ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE TI IF FANFARE PLATFORM OR THE FANFARE SERVICES, OR RESULTING FROM COMPANY'S PROVISION OF PROMOTIONS, OFFERS, REWARDS OR FANFARE GIFT CARDS TO CUSTOMERS IN CONNECTION WITH THE FANFARE SERVICES, WI--IETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT ELAVON HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH 14EREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE PROVISIONS OF THIS SECTION SHALL REMAIN IN FULL FORCE AND EFFECT NOTW ITHSTAN DING THI", EXPIRATION OR ANN' TERMINATION OF "I'HE AGREEMENT FOR ANY REASON WHATSOEVER AND EACH OF THE PROVISIONS OF THIS SECTION SHALL OPERATE SEPARATELY IN ITSELF AND SURVIVE INDEPENDENTLY OF OTHERS. M. All Company locations, including chain location,,, will be boarded oil Elavon's system pursuant to the paperwork Submitted by Company to Elavon. However, in the event of all error or omission of fees payable by Company on the Submitted paperwork,the setup fices and other monthly fees applied to the locations during the initial set LIP or subsequent negotiations will be applied to Such locations. 40 SECTION D FANFARE SERVICES -1-1 radl,� n TOS201702 TERMS OF SERVICE n. In the event that a particular location closes or changes its Merchant Identification Nuiliber(MID), Company agrees that Elavon may bill the Primary Fanfare Company for any fees associated with subsequent transactions processed on Fanfare Gill Cards activated by the closed MID. This would apply to any system generated transactions including, but not limited to, deduction arid points conversion transactions. Monthly fees billed for Fanfare Services provided with respect to the closed location may also be billed to the Primary Fanfare Company. 0. Fanfare Services are riot available to Company's located in Canada or Puerto Rico. 2. FANFARE LOYALTY SERVICES PROVISIONS a. Elavon will host the Fanfare Loyalty Website, b, Company acknowledges that, to enroll in the Fanfare Loyalty Program and receive promotional n offers and/or rewards, a CUStOflner must enroll with Company during a point-of-sale transaction at Company or by visiting Company's Fanfare Loyalty Program Website, in each case in accordance with the Customer enrollment procedures described in the Operating Guide. C. Company is responsible 11or creating (i) a set of terms and conditions governing its Fanfare Loyalty Program, and (ii) a privacy policy addressing Conipany's collection and usage of Customer Data. Elavon will post (which may be by cross-reference link) Company's terms and conditions and privacy policy, oil Company's behalf, oil the Fanfare Loyalty Website hosted by Elavon. Elavon will provide Company with Model Documents that Company may adapt and use to govern its Customers' participation in the Fanfare Loyalty Program. Elavon makes no warranties with respect to the legality or legal sufficiency of the Model Documents. In addition, Company acknowledges that it has sole responsibility for ensuring compliance with all applicable Laws and any pre-existing commitments or obligations of Company to Customers in connection with (i) Company's use of the Model Documents-,(ii)the content of the Model Documents, and (iii) any adaptations that Company may make to the Model DOCUMCIItS in developing its own Customer-facing terms and conditions and privacy policy regarding the Fanfare Loyalty Program. Company acknowledges that Elavon will not review Company's privacy policy or terms and conditions governing its Fanfare Loyalty Program for any purpose, including specifically for PLH-POSeS of assessing the legality or legal Sufficiency of Such disclosures, regardless of whether Company uses the Model Documents, in whole or in part. Company represents, warrants and covenants to Elavon that the Customer terns and conditions and privacy policy governing Company's Fanfare Loyalty Program will (i)establish sufficient rights for Company and Elavon to exercise all rights and perform all obligations contemplated under the Agreement, including the Operating Guide, (ii) prevent Company from sharing Customer Data with any third party, affiliated Or unaffiliated, except as permitted by applicable Law and (iii) not be inconsistent with any provision included in the Model Documents provided by Elavon unless Elavon has granted its prior written consent to any such inconsistency. Company must notify Elavon, in writing prior to the launch of Company's Fanfare Loyalty Program, of the Custorner-facing terms and conditions and privacy policy Company wishes Elavon to post (by cross-reference link) to Company's Fanfare Loyalty Website. If Company does not so notify Elavon of modified or different Customer-facing terms and conditions and/or privacy policy that should govern Company's Fanfare Loyalty Program prior to the launch of Company's Fanfare Loyalty Program, Company will be declined to have instructed Elavon to post the Model Documents, in the forin provided by Elavon to Company, as Company's Customer-lining terms and conditions and privacy policy. Company agrees that it has fully reviewed and approved, as appropriate for Company and its Custoniers, the Model Documents Elavon posts to Company's Fanfare Loyalty Website. d. Company represents and warrants that it will only use Customer Data in accordance with its Fanfare Loyalty Program privacy policy and terns and conditions. In addition,Company shall obtain for the benefit of Elavon and its licensor(s) any necessary consents, approvals or notifications required for Elavon or its licensor(s) to use any CUStOrner Data for the purpose of providing Customers with services related to, the Fanfare Loyalty Program. Company understands that Elavon will have the authority to use and share Customer Data as described in the Elavon Fanfare Privacy Policy available at www.clavon.coni. SECTION D: FANFARE SERVICES 41 Eiavon TOS201702 TERMS OF SERVICE C. Company understands and agrees that Elavon may use the Fanfare Loyalty Website for purposes of obtaining Customer consent to use Customer Data in accordance with the Elavon Fanfare Privacy Policy. Company further- agrees that Elavon may use Customer Data for any of the purposes permissible under the Elavon Fanfare Privacy policy. f. Company agrees that it will not share Customer Data with any third parties, including any Company affiliates,without Elavon's prior written consent. 9- Company agrees that it will not collect or receive Customer Data from any Source other than directly from the Customer (including as a result of any Customer transactions at Company) or Elavon, and Company agrees that it shall riot supplement or enhance any Customer Data collected in connection with the Fanfare Loyalty Program with any data or information frorn sources other than the Customer or Elavon. 3. FANFARE GIFT CARD SERVICES PROVISIONS :1. Company agrees that all Fanfare Gift Cards will be printed by Elavon or an Elavon-approved vendor. b. Company agrees to comply with the Graphic Specifications and Procedures provided by Elavon, as the same may be updated by Elavon in its sole discretion from time to time. C. Company authorizes Elavon to initiate credit and debit entries arnong Company's individual chain locations for any Transactions that change the balance of a Fanfare Gift Card. In the event Elavon is unable to accomplish a credit or debit entry to reflect the effect of a Transaction, Company further authorizes Elavon to credit and/or debit the designated Master Account or Primary Fanfare Company, Company also understands that Elavon may, in its sole discretion, offset any debits against the related credit Transactions of the applicable chain or Company location. Both Company and the individual chain locations agree to pay related direct settlement fees. 42 SECTION D: FANFARE SERVICES Ela-V-Ah TOS201702 TERMS OF SERVICE SECTION E - AMERICAN EXPRESS@ ACCEPTANCE PROGRAM If Company has elected to accept American Express payment Devices through the OptBILle"" Program, Company shall be subject to, and shall comply with,this Section 11' in addition to the terms and conditions of Section A of the TOS, and the Operating Guide. In the course of its acceptance ofArnerican Express Payment Devices, Company hereby agrees to the following terms and conditions: L, GENERAL PROVISIONS a. Company hereby acknowledges and agrees that for purposes of acceptance of American Express in the United States, the American Express Merchant Operating Guide is hereby incorporated by reference into this Agreement and is available at www,aiiiericariexpress.coiii/iiiet-cliailtopgtiide. For the purposes of acceptance of American Express in Canada, the American Express Prograrn Merchant Guide is hereby incorporated by reference into this Agreement and is available at www.aiiiericaiiexpress.ca/iiiercliantgLlide. Company will comply with the terms of the American Express Merchant Operating Guide or American Express Program Merchant Guide,as applicable. b. Except as set forth herein, the terms of this Section I.` supplement, rather than displace, the terms of the remainder of the Agreement. To the extent there is any direct conflict between the terms of this Section E and the Operating Guide or 'ros, the terms of this Section E shall govern solely with respect to the Company's acceptance of American Express Payment Devices and solely to the extent necessary to resolve the conflict. For the avoidance of doubt, in the event that compliance with this Section E would cause you to violate the American Express Merchant Operating Guide or American Express Program Merchant Guide, as applicable, and/or Laws, you should comply with the American Express Merchant Operating Guide and/or I,aws. C. For all purposes of this Agreement, the American Express Merchant Operating Guide and the American Express program Merchant Guide (as applicable) are considered to be part of the Credit Card Rules. d. Company authorizes Elavon to submit American Express transactions to, and receive settlement fi-orn, American Express on behalf of Company. C. Company acknowledges and agrees that(i)Elavon may disclose American Express Transaction Data (which for purposes of this Section E shall have the same definition as "Transaction Data" in the applicable American Express Guide), Company Data (as defined below), and other information about Company to American Express, (ii) American Express may use such information to perform its responsibilities in connection with the American Express OptBlue(DR Program, promote the American Express Network, perform an,alytics and create reports, and for any other lawful business purpose, including marketing purposes, and (iii) American Express may use the information obtained in this application at the time of setup to screen and/or monitor Company in connection with American Express Card marketing and administrative purposes. If Company has provided a wireless phone number in connection with this Agreement, Company hereby agrees that it may be contacted at that number and the communications sent may include autodialed text messages or automated prerecorded calls. If Company has provided a fax number, Company hereby agrees that it may be sent fax communications. To opt Out of American Express-related marketing communications, Company may contact Elavon as described in this Agreement. For purposes of this Section E, "Company Data" means names, postal and email addresses and names of the authorized signer of Company and similar identifying information about Company. f. Company hereby agrees that, it) tile event that Company becomes a "High Charge Volurne Merchant" (as defined below), Company may be converted from the OptBlu6AD program to a direct American Express Card acceptance relationship with American t,xpress, and upon such conversion, (i) Company will be bound by American Express's then-current card acceptance agreement, and (ii) American Express will set pricing and other fees payable by Company for American Express Card acceptance. -High Charge Volume Merchant" for purposes of this Section E means a Company SECTION E—AMERICAN EXPRESS ACCEPTANCE PROGRAM 43 hiavAn TOS201702 TERMS OF SERVICE processing with either (i) greater than CS500,000 in American Express charge volume in a rolling twelve (112) month period if Company is located in Canada or (ii) greater than USSI,000,000 in American Express charge volume if Company is located in the United States. For clarification, if Company operates multiple establishments, the American Express charge volume from all establishments in the United States, or if a Canadian Company in Canada, shall be Summed to together when determining whether Company has exceeded the thresholds,above, , g. Company shall not assign to any third party any American Express-related payments due to it under this Agreement, and all indebtedness arising from American Express Charges (as defined below) will be lor bona fide sales of goods and services (or both) at its establishments (as defined below) and free of liens, claims,, and encumbrances other than ordinary sales taxes; provided, however, that Company may sell and assign future American Express transaction receivables to Elavon, its Affiliates, or any other cash advance funding source that partners with Elavon or its affiliated entities,without consent of American Express. h. Company hereby agrees that American Express shall have third party beneficiary rights, but not obligations, to enforce the Agreement against Company to the extent applicable to American Express processing, Termination of American Express card acceptance shall have no direct or indirect effect oil Company's rights to accept other card brands. To terminate American Express acceptance, Without penalty, Company may contact Elavon customer service as described in this Agreement. L Without limiting any other rights provided herein, Elavon shall have the right to immediately terminate Company's acceptance of American Express cards upon request of American Express, j. Glossary. AS use(] in this Section E, the capitalized terms set forth below shall have the following delinitions: i. American Express Payment Device: (i) Any Card, account access device, or Payment Device or service hearing American Express oi- American Express Affiliate's Mark and issued by an Issuer or(ii)a Card Number. ii. American Express Acceptance Program: The American Express OptBluev' Program, pursuant to which a Company is permitted to accept Transactions initiated with American Express Payment Devices through Elavon, iii. American Express Merchant Operating Guide: Tile Merchant Operating Guide published by American Express containing tile rules and regulations of American Express applicable to the American Express Acceptance Program in the United States, together with all technical specifications, documentation, and other policies or procedures incorporated therein and currently located at littp://www.aiiiei-icaiiexpress.corii/iiici-cliatitqpg.Liide. For all purposes of dais Agreement, the American Express Merchant Operating Guide is considered to be part of the Credit Card Rules. iv. American Express Program Merchant Guide: The American Express Program Merchant Guide published by American Express containing tile rules and regulations of American Express applicable to the American Express Acceptance: Program in Canada, together with all technical specifications.,documentation,and other policies or procedures incorporated therein and Currently located at %vww.aniericanexpress.ca/iiierchaiit(,tticle. For all Purposes of this Agreement, the American Express Program Merchant Guide is considered to be part of tile Credit Card Rules. -1-1-la SECTION E—AMERICAN EXPRESS ACCEPTANCE PROGRAM 44 r-Aaw in TOS201702 TERMS OF SERVICE SECTION F - SAFE-T FOR SNIB SERVICES if Company has elected to receive SAFE-T for SMB Gold or SAFE-T for SMB Silver,Company shall be subject to, and shall comply with,this Section F in addition to the terms and conditions of Section A of this TO�S in connection with its receipt such services. For the avoidance of doubt,this Section F shall not apply to any tokenization or encryption solution offered by Elavon other than the SAFE-T For SMB Gold and SAFE-T for SMB Silver offerings, and to the extent terms governing any other Such tokenization or encryption Solution are separately provided to Company,those terms,rather than this Section F,shall apply. In the course of its acceptance and use of the SAFE-T for SMB Services(as defined below), Company hereby agrees to the following terms and conditions: I. DESCRIPTION OF SAFE-T FOR SNIB SERVICES. Subject to the terms and conditions of this Section F and the Agreement, Elavon shall provide Company with the following services (collectively, the"SAFE-Tfor SMB Services"): a. Encryption Services. Transaction Receipts properly encrypted by Company using Elavon- provided encryption software and Elavon-approved Hardware(as defined below)will be decrypted by Elavon in accordance with the terms and conditions of this Section F and the Agreement(such services, the"Encryption Set-vices"). b, Tokenization Services. Elavon will provide Company with Tokens in Substitution for Credit Card, Debit Card and Gift Card account numbers, More specifically,when a Credit Card, Debit Card or Gift Card account number associated with aTransaction is transmitted from Company to Elavon, Elavon will. i. Generate a Token; ii. Associate the Token with the account number in a secure manner;and iii. Send the Token, instead of the account number,back to the Company in the Transactions authorization response message. As long as Company is receiving the SAFE-T for SMB Services,Company may submit the Token, rather than the associated account number,to Elavon to process additional Transactions to the Credit Card, Debit Card or Gift Card associated with such Token at any of Company's locations, Note: The SAFE-T for SMB Services only apply to Card Present and mail order/telephone order Transactions,and do not apply for Electronic Commerce Transactions. For mail order/telephone order transactions, information must be hand-keyed into the POS Device for SAFE-T For SMB Set-vices to apply. COMPANV RESPONSIBILITIES. a. Company shall cause the appropriate Hardware, including POS Devices and any other Hardware provided by or on beliall'of Elavon From time to time,to be readily available for use at all Company locations that are the recipients or users of the SAFE-T for SMB Services. Company shall be solely responsible for ensuring that,for every Transaction,(i) it utilises only Such Hardware that is included on Elavon's then-current list of Hardware compatible with the SAFE- T for SMB Services for every Transaction and(ii)the SAFE-T for SMB Set-vices are enabled on such Hardware. b. Company acknowledges that Elavon does not store Payment Device expiration dates. In order to use a Token to process a Transaction,Company must provide the Token (ill lieu of all account number)together with the expiration date for the original Payment Device, if available. c. Company 111LISt cooperate with Elavon to promptly take any action necessary to enable the SAFE-T for SMB Services oil Company's Hardware, including promptly downloading, SECTION F—SAFE-T FOR SMB SERVICES 45 Ela"vion TOS201702 TERMS OF SERVICE installing and implementing any software or updates thereto in accordance with Elavon's instructions. Company acknowledges and agrees that it may riot be able to receive the benefits of the SAFE-T for SMB Services to the extent that it does not take Such actions in accordance with Elavon's instructions. 3. LIABILITY; DISCLAIMER OF WARRANTIES. a. COMPANY EXPRESSLY ACKNOWLEDGES AND AGREES TI IATTHE LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES,CONTAINED IN SECTION A OF THIS TOS SHALL APPLY WITH RESPECT TO THE SAFE-T FOR SMB SERVICES AND TO ANY HARDWARE AND SOFTWARE PROVIDED IN CONNECTION WITH THE SAFE-T FOR SMB SERVICES, ALL HARDWARE AND SOFTWARE PROVIDED IN CONNECTION WITH THE SAFE-'I FOR SMB SERVICES IS PROVIDED"AS IS-- NOTWITHSTANDING THE FOREGOING,THE TERMS OF ANY EXPRESS LIMITATION OF LIABILITY OR DISCLAIMER OF WARRANTIES CONTAINED IN ANY ADDENDUM TO THE AGREEMENT SHALL CONTROL WITH RESPECT TOTHE SERVICES AND PRODUCTS(INCLUDING HARDWARE AND SOFTWARE), IF ANY, PROVIDED PURSUANT TO SUCH ADDENDUM TO THE AGREEMENT. b. Notwithstanding the forgoing,Subject to the eligibility requirements provided in Section A of this TOS,companies that have selected the Silver level of the SAFE-T for SMB Services will be eligible for Data Breach Reimbursement Lip to a maximuln amount of$100,000,and companies that have selected the Gold Levcl of SAFE-T for SMB Set-vices will be eligible for Data Breach Reimbursement of up to a niaxinlurn amount of$250,000,provided that such companies have properly installed all software and updates made available by Elavon in connection with the SAFE-T for SMB Services and the SAFE-T for SMB Services are actually enabled on the Company's Hardware. 4. TERM AND TERMINATION. a, Term. Unless terminated asset forth below,the terms of this Section F will remain in effect firom the date of acceptance of the Company Application or other form by which Company elects to receive the SAFE-T far SMB Services,as applicable,by Elavon and Member Until the expiration or termination of the Agreement. SECTION F—SAFE-T FOR SMB SERVICES 46 r.11divilin TOS201702 TERMS OF SERVICE SECTION G: GLOSSARY ABA Routing Numbcr: The ABA number that uniquely identifies the bank on which check is drawn. ACH: Automated Clearing House, the funds transfer system governed by the rules of NACI IA. ACIA allows financial institutions to clear interbank entries electronically. ACH Network: The funds transfer system governed by the ACH Rules. The ACIA Network allows participating depository financial institutions to clear interbank entries electronically. ACH Rules: The NACHA Operating Rules and Operating Guidelines, which govern the interregional exchange and settlement ofACH transactions, Agreement: The TOS, including the Company Application, the Operating Guide, the Electronic Check Service Merchant Operating Guide (if applicable), any Company Agreement or Company Processing Agreement, and any other guides or manuals provided to Company from time to time, and all additions to, arnendinerits and modifications of, and all replacements to any of them,as applicable. American Express: The American Express Company or Amex Bank of Canada arid, to the extent applicable in Canada,The American Express Company, Authorization Code: The code sent by the Issuer in response to an Authorization request that indicates whether the Transaction is approved. Responses may include: "Approved," "Declined," "Declined Pick- Up,"or"Referral"("Call Auth"). Bankruptcy Proceeding: With respect to ,in entity, (i) that the entity or any subsidiary of such entity will: (a) commence a voluntary case under the Bankruptcy Code of 1978, as amended, or other federal bankruptcy laws(as now or hereafter in eflcct);(b) rile or be subject to a petition seeking to take advantage of any other applicable state or federal laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding tip or composition or adjustment of debts or any other similar conservatorship or receivership proceeding instituted or administered by any regulatory agency or body; (c) consent to or fail to contest, in a timely and appropriate manner, any petition filed against it in an involuntary case under such bankruptcy laws or other applicable laws; (d)apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a trustee, receiver, custodian, liquidator, or similar entity of such entity or of all or any Substantial pail of its assets, domestic or foreign; (e) admit in writing its inability to pay its debts as they become due; (1) make a general assignment for the benefit of creditors; (g) make a conveyance fraudulent as to creditors under any applicable state or federal laws; or (h) take any action for the Purpose of effecting any of the foregoing; or (ii) that a case or other proceeding will be commenced against the entity or any subsidiary Of such entity in any court of competent jurisdiction, or through any regulatory agency or body, seeking: (x) relief Linder the Bankruptcy Code of 1978, as amended, or other federal bankruptcy laws (as now or hereafter in effect) or under any other applicable laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition, or adjustment of debts; or (y) the appointment of a trustee, receiver, custodian, liquidator or the like Of Such entity or of a]I or any Substantial part of"the assets, domestic or foreign, Of Such entity or- any other similar conservatorship or receivership proceeding instituted or administered by any regulatory agency or body. Biller Direct Services: The services offered by Elavon described herein pursuant to which Transactions are presented for authorization,clearing and settlement in accordance with the Agreement. SECTION G—GLOSSARY 47 inalvin TOS201702 TERMS OF SERVICE Canadian Payments Association (CPA): The national association that establishes standards, rules, and procedures and maintains a funds transfer system to enable depository financial institutions to exchange electronic payments. Card Present: The processing environment where the Payment Device is physically presented to the Company by the Cardholder as the form of payment at the time offransaction. Cardholder: The individual in whose name a Payment Device has been issued and any authorized user of such Payment Device. Cardholder Data: Has the meaning stated in the Payment Card Industry (PCI) Data Security Standard (DSS) and Payment Application Data Security Standard (PA-DSS) Glossary offerms, Abbreviations, and Acronyms. Cardholder Information Security Program (CISP): Visa's data Security regulations to protect Cardholder account data and other data security best practices. The exact requirements for CISP can be I'OUnd at www.visa.com/cisp. Chargeback: A Transaction disputed by a Customer or Issuer pursuant to the Payment Network Regulations. For purposes of Section B, "Chargeback" means (i) a sales Transaction disputed by a Customer or an Itera not in compliance with Conversion with Guarantee warranty provisions or ECS Rules; (ii) for all Set-vice Levels other than Conversion with Guarantee, the face amount of any Item that is returned by the Drawee Bank or an ECS Association to Elavon unpaid and that is ineligible for resubmission to the Drawee Bank or the ECS Association, including any Item returned for non-sufficient or uncollected funds after the third presentment; and (iii) for all Service Levels, an Item that is not in compliance:with Company's obligations,representations and warranties under the Agreement or the TOS. Check Reader/Imager: A device certified by Elavon that electronically captures the MICR line and/or an image of the Paper Check. Company: The business entity indicated on the Company Application that provides goods and/or services to Customers,or that accepts payments from Customers. Company Agreement(Company Processing Agreement): Any agreement that Company has entered into for Processing Services, which agreement is either with Elavon or another entity that, directly or indirectly, transferred its rights under such agreement to Elavon, Company Application: The Company Application and any additional document containing information regarding Company`s business that is submitted to Elavon and Member in connection with Company's application Ior Processing Set-vices, including any additional location fortn(s)and any documents submitted by Company as a part of the bid process, if applicable. Confidential Information: All inforniation or items proprietary to Elavon or Member, ofwh1ch Company obtains knowledge or access as a result of Company's relationship with Elavon and Member, including,but not limited to,the following types of information and other information of a similar nature(whether or not reduced to writing): scientific, technical, or business information, product makeup lists, ideas, concepts, designs, drawings, techniques, plans, calculations, system designs, formulae., algorithms, programs, software(Source and object code), hardware, manuals, test procedures and results, identity and description of computerized records, identity and description of suppliers, customer lists, processes, procedures, trade secrets, "know-how," marketing techniques and material, marketing and development plans, price lists, pricing policies, and all other financial information. Credit Card: .A card or device associated with a revolving line of credit that may be used to purchase goods and services from Company or to pay an amount due to Company or to obtain cash advances. Credit Card Associations: (i) Visa; (ii) MasterCard; (iii) American Express; (iv) Discover Network; (v) Diners Club International Ltd.; (vi) JCB International Co., Ltd., (vii) China UnionPay Co., Ltd; and (viii) SECTION G—GLOSSARY 48 Elal/vlan TOS201702 TERMS OF SERVICE any other organization or association that hereafter contracts with Elavon to authorize, capture, and settle Transactions effected with Credit Cards issued or sponsored by such organization or association, and any successor organization or association to any of the Foregoing. Z� Credit Card Rules: All applicable rules and operating regulations of the Credit Card Associations, and all rules, operating regulations, and guidelines for Credit Card Transactions issued by Elavon thorn time to time, including,without limitation,all amendments,changes and revisions made thereto from tittle to time. Credit Transaction Receipt: A document, in paper or electronic form, evidencing a Company's refund or price adjustment to be credited to the Cardholder's account and debited from Company's DDA. ']'his is also known as a credit slip or credit voucher. Customer: a client of Company who elects to conduct a payment Transaction with Company through presentation of a Payment Device (including a Cardholder) or who participates in Company's Fanfare Loyalty Program. Customer Data: Any infortriation or data related to a Customer, including personal infonnation,personally identifying information and iril'onnation about a Customer's purchase Transactions at Company, collected by Company and provided to Elavon or received by Haven frorn a Customer in connection with the Fanfare Loyalty Program or Elavon's provision of the Fanfare Loyalty Services. DDA (Demand Deposit Account): The commercial checking account at a financial institution acceptable to Elavon designated by Company to facilitate payment for Transactions, Chargebacks, returns, adjustments, fees, fines, penalties, assessments from the Payment Networks, Leased Equipment payments and other payments due under the Agreement. In the instance of a Debit Card or ATM Card,this refers to the Cardholder's deposit account, Debit Card: A card or device bearing file symbols) of one or more EFT Networks or Credit Card Associations, which may be used to purchase goods and services from Company or to pay an amount due to Company by an electronic debit to the Cardholder's designated deposit account. A-Debit Card"includes (i) a card or device that bears the symbol of" a Credit Card Association and may be used to conduct signature-based, offline debit Transactions; and (ii) a card or device that bears the symbol of an EFT Network and can be used to conduct PIN-based,online debit Transactions. Debit Card Rules: All applicable rules and operating regulations of the EFT Networks, and all rules, operating regulations, and guidelines for Debit Card Transactions issued by Elavon from time to time, including,without limitation,all amendments,changes,and revisions made thereto from time to time. Diners: Diners Club International Ltd. Discover: DFS Set-vices LLC. Discover Network: Discover Network, Inc. Drawee Bank: The financial institution where a Customer maintains a checking account on which a Paper Check that serves as the source document to generate an Item at the POS Device or payment for a Transaction is,drawn. ECS Association: NACTIA and any regional ACH association or network, the Federal Reserve (in its processing of ACH entries or demand drafts or other legal replacements or substitutes flor a paper check, including Linder the Check Clearing for the 2 1 st Century Act or Linder applicable provisions of the Uniform Commercial Code), and any other organization or association Elavon uses in connection with the ECS that is hereafter designated as an ECS Association by Elavon 1roin time to time, ECS Primer: The detailed information relating to ECS processes and implementation provided by Elavon to Company, Which Must be used by Company in conjunction With the technical specifications and SECTION G—GLOSSARY 49 Elavon TOS201702 TERMS OF SERVICE certification requirements provided by Elavon to promote integrated point of sale system connectivity and integration between Company and Elavon. ECS Rules: All applicable rules and operating regulations of or applicable to the ECS Associations (including the ACH Rules) and the ECS MOG, in each case including without limitation, all amendments, changes, and revisions made thereto from time to time. ECS Transaction: Any purchase, reversal/void, decline, Chargeback, or representment/resubmit pursuant to the Electronic Check Set-vice Rules. EFT Networks: (i) Interlink Network Inc,, Maestro U.S.A., Inc., STAR Networks, Inc,, NYCE Payments Network, LLC, PULSE Network LLC, ACCEL/Exchange Network, Alaska Option Services Corporation, Armed Forces Financial Network, Credit Union 24, Inc., NE_TS, Inc., and SHAZAM, Inc.; (ii) (i) Interac and the Interac Direct Payment service; and (iii) any other organization or association that hereafter -ansactions effected with Debit authorizes the Elavon and/or Member to authorize, capture, and/or settle Ti Cards, and any Successor organization or association to any of the foregoing. Elavon: As applicable, Elavon, Inc., a Georgia corporation, Elavon Canada Company, a company validly existing and organized in Nova Scotia, and any affiliate or subsidiary of Elavon, Inc. that provides Processing Services to a Company related to Transactions. Elavon is a registered member service provider of each Member. Elavon may also be referred to as "Servicer" in the Agreement, the Operating Guide or other documents provided to Company in connection with the Processing Set-vices. Elavon Fanfare Privacy Policy: Elavon's privacy policy applicable to Elavon's use of Customer Data obtained from consenting Customers in connection with Company's Fanfare Loyalty Program. Electronic Commerce 'Irransaction: A Transaction that occurs when the Cardholder uses the Internet to make a purchase from a Company or Company uses the Internet to submit the Transaction for processing. Electronic Gift Card (EGC): A special stored value card provided by or on behalf of Company that is redeemable for merchandise, services or other Transactions. Electronic Gift Card Services: The Processing Set-vices provided by Haven to companies with respect to Electronic Gift Cards offered by such Companies, as more fully described herein and the Operating Guide. Fanfare Enrolled Customer: A Customer of Company that has enrolled (as Further described herein) to participate in Company"-, Fanfare Loyalty Program, Fanfare Gift Card: A special card, code or device purchased by or provided to a Customer that is redeemable for merchandise,services or other Transactions with Company. Fanfare Gift Card Program: A program established and managed by Company using the Fanfare Z� Z�' Platform in accordance with the Agreement, including applicable provisions of the Operating Guide. Fanfare Gift Card Services: Fanfare Gift Card Program setup and Processing Services provided by Elavon and Member to Company as described in the Agreement and in the Operating Guide. Fanfare Loyalty Program: A program established and managed by Company, using the Fanfare Platform,through which Company may endeavor to promote Customer loyalty and increased spending by oftering,promotions, rewards and incentives to Fanfare Enrolled Customers, Fanfare Loyalty Services: A loyalty program platform that supports Company establishment of a Fanfare Loyalty Program, Customer enrollment in the Fanfare Loyalty Program at Company's point-of-sale, establishment and maintenance of the Fanfare Loyalty Website, the ability to generate marketing campaigns and offer promotions to Customers, and Processing Set-vices related to redemption Of Customer -W-1 a 1­7?von SECTION G—GLOSSARY 50 Li TOS201702 TERMS OF SERVICE rewards, in each case as described in the Agreement, including applicable provisions of the Operating Guide. Fanfare Loyalty Website: A Custorner-facing website hosted by Elavon and co-branded by Elavon (Fanfare)and Company through which(i)Customers that have not enrolled in Company's Fanfiare Loyalty Program may enroll online as part of the registration process, (ii) Fanfare Enrolled Customers may access Company's Fanfare Loyalty Program disclosures, (iii) Fanfare Enrolled Customers may un-enroll in the Fanfare Loyalty Program, or (iv) Fanfare Enrolled Customers that have registered through the website may manage their Fanfare Loyalty Program accounts, in each case as described in the Agreement, including the Operating,Guide. rll� Fanfare Platform: The systems hosted directly or indirectly by Elavon through which (i) Company establishes its Fanfare Loyalty Program and/or fanfare Gift Card Program, and (ii) the Fan tlare Services are provided to Company. Fanfare Services: The Fanfare Loyalty Services and/or Fanfare Gift Card Services provided by Elavon and Member and used by Company in accordance with the Agreement, Fanfare Web Portal: A web-based portal provided by Elavon through which Company may obtain information and guides pertaining to the Fanfare Services and Fanfare Platform, and may access Company-specifie program metrics via dashboards, view information about a Customer's purchase Transactions at Company, create additional Customer offers and retrieve reports regarding Company's Fanfare Gift Card program and/or Fanfare Loyalty Program, in each case as applicable to the Fanfare Services elected by Company. GA UCC; Georgia Uniform Commercial Code. Glossary: This Section G of the TOS. Graphic Specifications and Procedures: The requirements, specifications and procedures applicable to standard and custom Electronic Gift Cards, including all artwork appearing or permitted to appear on Electronic Gift Cards,as may be provided by Elavon to Company frorn time to time. Guarantor: A Person that executes a Personal Guaranty for the benefit ofEllavon and Member. Hardware: POS Devices and other similar Hardware used by Company to accept Payment Devices, including any Hardware provided by Elavon. Interac: Interac Association. Interac Direct Payment: The service provided by Interac to permit Customers to pay for goods and services by debiting money directly from their accounts using a PODS Device equipped with a PIN pad with PIN verification, Issuer: The financial institution or other entity that issued the Credit Card or Debit Card to the Cardholder. JCB: JC13 International Co.,Ltd. Laws: All applicable local,state,and federal statutes,regulations,ordinances,,rules,and other binding law in effect from time to time. Leased Equipment: The equipment and/or software and related license agreement(s) described in the Company Application or the Agreement with all replacement parts, repairs, additions and accessories included therein and/or affixed thereto. Lessee: Company,when applicable. Lessor: Elavon dba LADCO Leasing. SECTION' G—GLOSSARY 51 hlavin TOS201702 TERMS OF SERVICE Loyalty Card: A device used to hold a currency and/or points value in a stored value program. Master Account: 'File account (e.g. funds pool) that is used to hold the value of Electronic Gift Cards or Fanfare Gill Cards, as applicable, that have been issued among a group or chain of merchants. Alternatively, this may refer to the back-up account used to offset electronic payment, ACH or Canadian Payments Association rejects or returns, if applicable, MasterCard: MasterCard International Incorporated. MasterCard Merchant Agreement: 'rhe Company Agreement that is a part of the Agreement and is between Company, the Member of MasterCard and Haven, if as part of the Program Company has requested the ability to accept MasterCard Credit Cards. The Member of MasterCard is a party to the MasterCard Merchant Agreement for purposes of cornpliancewith the MasterCard Credit Card Rules while Elavon is a inernber service provider ol'MasterCard and as Such is also a party to the MasterCard Merchant Agreement. The Member of Visa is not a party to the MasterCard Merchant Agreement and shall have no liability with respect to any matters relating to, or arising Out of the MasterCard Merchant Agreement, including any actions of Elavon or the Member of MasterCard thereunder. The MasterCard Merchant Agreement is contained within the Agreement and is identical to the Visa Merchant Agreement except as set out herein Member: A financial institution designated by Elavon that is a principal, sponsoring affiliate or other member of Visa, MasterCard or other member of the applicable Payment Network. References to "Member" in the MasterCard Merchant Agreement shall refer to the Member of MasterCard and references to "Member" in the Visa Merchant Agreement shall refer to the Mernber of Visa. For purposes of `Transactions in Canada only, as of the date of distribution of the TOS, tile Visa Member is U.S. Bank National Association, acting thmftli�ll its Canadian branch, the MasterCard Member is Haven Canada Company, and the Discover Network Member is Elavon Canada Company. The Member may be changed by Elavon at any tirne and Company will be provided notice of same. MICR: The magnetic ink character read line encoded on a Paper Check that contains information about the Customer's checking account,including the ABA Routing Number and checking account number. Model Documents: A sample Set Of CLIStOlner terms and conditions and a privacy policy provided by Elavon to Company for Company's use in developing its own Customer-facing terms and conditions and privacy policy governing CUStOlnel'participation in the Fanfare Loyalty Program. NACHA: The national association that establishes standards, rules, business practices, and procedures governing the ACH Network, including the ACH Rules. Operating Guide: The operating manual provided by Elavon to its Company that prescribes rules and procedures governing the Transactions. 'file Operating Guide may be amended from time to time by Elavon in its sole discretion,which amendments,will be effective upon notice to Company. Paper Check: A Customer's paper check presented to Company for payment to Company, which check will serve as the source document for Items. Payment Card Industry Data Security Standard (PCII DSS): The data security regulations, including maintaining Cardholder account data in a secure environment, and other data security best practices endorsed by the major card associations including Visa, MasterCard and Discover, as such may be amended from time to time. Visa requires that companies and their agents comply with LISP, MasterCard requires that companies and their agents comply with SDP and the PC[ DSS regulations of Discover- Network. Payment Device: Any device or method used for the purpose of obtaining credit or debiting a designated account including a Credit Card, Debit Card, and any other financial transaction device or method, including an Electronic Gift Card, check (whether converted into electronic forill or used as a Source Elal/vlah SECTION G—GLOSSARY 52 TOS201702 TERMS OF SERVICE document for an electronic fund transfer), EBT Card, stored value card, "smart" card, or other device created to be used for the purpose of'obtaining credit or debiting a designated account. Payment Network: Any Credit Card Association, E[,"F Network, ECS Association or automated clearing house association, governmental agency or authority, and any other entity or association that issues or sponsors a Payment Device or PayPal Payment Device (as defined in the Operating Guide) or operates a network oil which a Payment Device is processed. Payment Network Regulations: 'File rules, operating regulations, guidelines, specifications and related or similar requirements of any Payment Network. Tile Visa operating rules are located at https://usa.visa.com/dani/VCOM/downIoad/about-visa/1 5-Apr i�1-20 15-Visa-R u les-Pt i Ill ic.odf. MasterCard operating rules are located at littps://wwA,.tiiastei-carci.coiii/ca/merchatitYeti/getstarted/rules.litini. PCI Compliance Program: Elavon's program for validation of Company compliance with the PCI-DSS requirements. Person: Any individual, firm,corporation, business trust,partnership,governmental agency or authority,or other entity and shall include any successor(by merger or otherwise)of such entity. Personal Guaranty: Any written guaranty of Company's duties and obligations to Elavon and Member by a Person that is given in connection,with the Agreentent including, without limitation, as part ofthis TOS, tile Company Application, any Company Agreement or Company Processing Agreement, or any other document signed by the Person in favor of Elavon and Member. 111N: A number that must be entered by a Cardholder in order to complete certain types of Transactions (e.g., online debit, EBT). POS Device: A terminal, software or other point-of-sale device at a Company location that conforms to the requirements established from thne to time by Elavon and the applicable Payment Network. Prepaid Card: A card having available funds paid for in advance by the Cardholder. Primary Company: The Merchant Identification Number (MID)/location originally enrolled for Electronic Gift Cards and set up to be billed for the card orders placed or designated as the corporate or headquarter location. Primary Fanfare Company: The Merchant Identification Number(MID)flocation originally enrolled for the Fanfare Services and Set Uj)to,be billed for all Fanfare Set-vices provided by Haven. Processing Services: The Payment Device processing services and other related products and services received by Company pursuant to the Agreement, Program: The Payment Device processing set-vices and other related products and set-vices received by Company pursuant to the Agreement. Reserve Account: The account established pursuant to Section(A)(6). Retrieval Request: A request initiated by a Cardholder or Issuer that requires Company to produce a legible copy of the Cardholder's signed Transaction Receipt within a specified period of time. zn Service Provider: Any entity that stores, processes, transmits or accesses Payment Device data or Transaction data on behalf 017Company or that provides software to Company for transaction processing, storage,or transmission. Servicer: See"Elavon." SECTION G--GLOSSARY 53 Maur TOS20,1702 TERMS OF SERVICE Site Data Protection Program (SDP): MasterCard's data security regulations to protect Cardholder account data and other data security best practices. The exact requirements for SDP can be found at littl)s://sdL).iiiastereardiTItI.COTII. Supported Hardware- The equipment, systems and hardware, including POS Devices, necessary for Company to make use of Company's selected Fanfare Services. Terms of Service (TOS): TheseTernis of Service and all additions to, amendments, and modifications of, and all replacernents to the TOS,as applicable. Token: A numerical token provided by Elavoll in Substitution ofa Payment Device account number. Tokenization Services: Those services described in paragraph I of Section C ofthis Agreement. Transaction.- Any action between Company and a Cardholder using a Payment Device that results in activity on the Cardholders account(e.g.,payment,purchase, refund,or return). Transaction Receipt: The paper or electronic record evidencing the purchase of goods or services frorn,or payment to,a Company by a Cardholder using a Payment Device. Visa: As applicable, Visa US.A., Inc. and Visa Canada, Inc. Visa Merchant Agreement: The Company Agreement that it a part of the Agreement and is between Company, the Member of Visa and Elavon, if as part of the Program Company has requested the ability to accept Visa Credit Cards. The Member of Visa is a party to the Visa Merchant Agreement for purposes of compliance with the Visa Credit Card Rules while Elavon is a registered independent sales organization of Visa and as such is also a party to the Visa Merchant Agreement. The Member of MasterCard is not a party to the Visa Merchant Agreement and shall have no liability with respect to any matters relating to or arising out of the Visa Merchant Agreement, including any actions of Elavon or the Member of Visa thereunder. The Visa Merchant Agreement is contained within the Agreement and is identical to the MasterCard Merchant Agreement except as set out herein. WebSuite Services: An electronic commerce Solution provided by Elavon's third party service providers that permits Customers to purchase or add value to Electronic Gift Cards through Company's WebSUite Site. Customers Submit payment for the Electronic Gill Card via a Payment Device via the Processing Services. SECTION G—GLOSSARY 54 r1lavIn February/ d'017 Operating Guide OG201702 Table of Contents Chapter 1 : About Your Card Program ...........................................1 About Transaction Processing ........................... .........2 General Operating Guidelines ................ ........ ......................2 Additional Services ................. ........................................ ....._4 Chapter 2: Processing Transactions ................................................6 Company Compliance .... ...._............. ........ .......................6 Authorization ....................................__............. .................................. .8 The Electronic Authorization Process ._._.......... ............................. .....9 Full and Partial Authorization Reversals.............................___....__...._10 Settlement ........ ............ ................... .......... ......................10 Paying The Company For Transactions ....................................................11 Transaction Processing Procedures ..... ......................................._...... ....11 Transaction Processing Restrictions....................___..... .......................13 Transaction Receipts ............................ .......__.......... ........................13 Processing Card Not Present Transactions ........... ...... ........ .........15 PaperDrafts .... ................................................... .......19 Processing Credit Transactions.............. ...... ............... .......20 Returns And Exchanges......................... .............. ...... ..................._.20 Additional Requirements Applicable to Debit Card, PIN-Authorized Debit Card and Prepaid Card Transactions .......... ........... .......21 Additional Requirements Applicable to PIN-Authorized Debit Card Transactions .._._._._.... ................. ..............................._.23 Special Requirements Applicable to Internet PIN:-Based Card Transactions.......... ............................ ...... ....... .......25 Other Transaction Types ........ ...__.......... ....................... ....____27 Recurring Payments and Pre-Authorized Orders .......................................27 Quasi-Cash Transactions ............ ....... ........................ .........................29 Contactless Transactions ... ..................._........... ....... ........29 Chapter 3: Settling Daily Transactions .......................................31 Settling The Daily Batch ...... .....................................31 PaperDeposits ......... .................. ......__... ........_31 Adjustments ...... .......................................... .........._... ..... ......32 Chapter 4: Preventing Card Fraud ...............................................33 Identifying Suspicious Customer Actions ____...... ........ ......................_33 '--I i Ela'von Operating GUide OG201702 Identifying Suspicious Card Not Present Transactions ..................... ........34 Identifying Valid Cards .......................................................35 Identifying: Suspicious Employee Actions ..................................................37 Factoring .................. .................. ...... .........._. 37 Chapter 5: Code 10 Procedures ...................................................38 CODE 10 Authorization Numbers ..... .....................................................38 What To Do With An Unauthorized Card ............................................ ...38 Chapter 6: Retrieval Requests and Chargebacks ......................40 Notification Of Retrieval Requests And Chargebacks, ...._.... ............. ..........40 Retrieval Requests ............ ........................... ......... ........_.... .........41 Chargleb,acks .......... .............. ...... ........ .................................___42 Excessive Activity ... ............... ............ ......................................43 Chapter 7: International Transactions ..........................................4 Dynamic Currency Conversion Transactions.... ............................... ...___. A4 Your Responsibilities and Restrictions ......................... .........................44 DCC Written Disclosure Requirements......... ....... ...................45 DCC Transaction Receipt Requirements ....................................................4 Mail Order (MO) Transactions ...... ...........................___......... .......46 Electronic Commerce Transactions ............................................................46 Priority Check-Out and Express Return Transactions (Limited T&E Situations) .................. ................... .......... .........46 Multi-Currency Pricing ............................................ _47 Chapter 8: Vehicle Rental or Leasing Authorization Procedures ..................................................................................48 Preparation Of Transaction Receipts, ..... ............ .4 8 Vehicle Rental Or Leasing Ancillary Charges .............................................49 Chapter 9: Lodging Accommodations Authorization Procedures .................................................................................50 Preparation Of Transaction Receipts ..........................................................50 Lodging Accommodations Ancillary Charges ......... ...51 Lodging Reservation Service ...... ...... ..._... ... ........ ............. .......52 Advance Lodging Deposit Service............. ........... .......53 Priority/Express Check-Out Services .................. .....55 ii Elavon Operating Guide OG201702 Chapter 10: Convenience Fee and Government/Public Institution Service Fee Requirements .,............................................................57 Terms Applicable to Both Convenience Fees And G�overnment/Public Institution, Service Fees ...................... ....57 Convenience Fees .................................................... .......... ........ ...........58 Govern ment/Public Institution Service Fees ................................................59 Chapter 11 : Electronic Benefits Transfer (EBT) Transactions.............................................................................62 Chapter 12: PIN-less Bill Payment Transactions ........................63 Chapter 13: No Signature Required Transactions .....................66 Chapter 14: Wireless Service Transactions ...................... .....67 Chapter 15: Store and Forward Application Transactions.........69, Chapter 16: Electronic Gift Card (EGC) Services........................71 EGC Processing Services .............................. ........ ........................71 WebSuiteServices ............. ..................................... .......................72 Processing Electronic Gift Card Transactions, ......... .......................73 Electronic Gift Card Artwork ....... .......................................74 Chapter 17: Petroleum Services...................................................75 Provisions Applicable To All Petroleum Services ... ............. ..._75 Company's Obligations For SmartLink Services ..._.............._....... ..76 Company's Obligations For Voyager Card Acceptance ..-........__...... ...77 Company's Obligations For Wright Express Card Acceptance....................77 Company's Obligations For Private Label Card Acceptance .......................78 Chapter 18: Converge Services ....................................................79 Use of Converge Services ...... ...... ....................79 Additional Terms Applicable to Converge Services ................ ............ ..._79 Terms Applicable to Converge Tokenization Services..... .....................81 Chapter 19: Services in Canada ...................................................83 Chapter 20: Services in Puerto Rico ............................................91 --I iii Elav" on Operating Guide OG201702 Chapter 21 : FanFare Loyalty and Gift Card Services ..................96 General Features and Requirements ........................................... .......-96 Fanfare Loyalty Services .....----......... .......... ......................... ...---96 Fanfare Gift Card Services ....—............................................ ...... .....100 Chapter 22: Payments Insider and MerchantConnect...............102 PaymentsInsider.......-.............. ...............................................................102 MerchantConnect .........................--............. ........ .......... ...................103 Chapter 23: Transend Pay Services ............................................104 Chapter 24: Payment Navigator...................................................106 Provisions Applicable to the Payment Navigator Services.........................106 Healthcare Administration Services ......................... .................................108 Chapter 25: Gateway Services .....................................................109 Description of the Gateway Services and Functionality.........--........... ...109 Gateway Services General Terms and Conditions .....................................110 Connectivity Equipment Location Terms ......................................... .........113 Chapter 26: Biller Direct Services ...............................................116 General Provisions Applicable to the Biller Direct Services .......... 16 Payment Card Service Provisions ... .....119 ECS and ACH Provisions ....... ........ ........ 1191 Chapter 27: Safe-T Instant Tokenization TM Services .................120 Chapter 28: Equipment—...............................................................122 Provisions Applicable to Rental Equipment ............................... .......122 Provisions Applicable to Apple, Inc. Equipment...... ...123 Chapter 29: Supplies ......................................... .........................124 Chapter 30: MasterPasSr,r" Wallet Services..................................125 Chapter 31 : PayPal Acceptance .,.................:..............................�..126 Chapter 32: Level III Data ............................................. ............127 --I Eldvon Operating Guide CSC 201702 Chapter 33: Additional Resources ...............................................129 Payment Network Company Information ..................................................129 PCI Data Security Standards Information ...... ................129 Appendix A: Glossary ....................................................................130 v Elav" On Operating Guide OG201702 Chapter 1 About Your Card Program Thank you for your choosing Lis as Your Servicer. This Operating Guide contains instructions for processing card transactions with Lis and minimizing the risk of fraud to your business. This guide is a part of the Agreement With US. Please familiarize yourself'with this guide as you are the First line of defense against fraud. Failure to comply with these guidelines and suggestions may be considered a breach of the Agreement and may result in financial loss to your business. In the event that compliance with this Operating Guide would cause you to violate applicable Payment Network Regulations and/or Laws, you should comply with such applicable Payment Network Regulations and/or Laws. Throughout this guide terms that have specific meaning to the Card industry are rioted with initially capitalized letters (e.g., Credit Card, Card Present Transactions), if you are not familiar with those terms, refer to Appendix A, Glossmy for definitions. TYPES OF CARDS Types of'Cards include: • Credit Card: A Credit Card is issued by a Financial institution or other Credit Card company(called the Issuer) that extends a line of credit to the Cardholder. A Credit Card allows the Cardholder to borrow money against the credit line and to repay the funds with interest if the Balance is carried over from month to month. Visa and MasterCard Credit Cards (often referred to as "Bank Cards") are issued by banks, while American Express, Discover Network, and other Credit Cards may be issued by tile Card company itself or in some instances by other Financial institutions. There are many Issuers that offer Discover Network, Visa and MasterCard Credit Cards, making it possible for a Cardholder to have several different Credit Cards, each of which represents its own line of credit, • Debit Card: A Debit Card is issued by a financial institution. Purchases made with Debit Cards result in the immediate withdrawal of' funds from the Cardholder's bank account. Debit Cards do not represent a line of credit; they can only be used to the extent the Cardholder has available funds in the account associated with the Debit Card. Discover Network, Visa and MasterCard offer Debit Cards in addition to Credit Cards. Debit Cards that are processed on Credit Card Association networks are typically signature-based Debit Cards, while Debit Cards that are processed on l"I'T Networks are generally Personal Identification Nurnber (PIN)-based Debit Cards. • Automated Teller Machine(ATM)Card: An ATM Card is a plastic card issued by a financial institution that allows a Cardholder to withdraw funds, make deposits, make purchases, or perform other banking function-, against the Cardholders batik account through an ATM or POS Device. --I I Elav" on Operating Guide OG201702 • Electronic Gift Cards (ECQ: EGCs are issued by Companies at a set dollar arnount for future purchases. When a Cardholder uses an EGC to make a purchase, the Transaction total is deducted from the value remaining on the Card until the pre-paid arnount is spent, • Electronic Benefits Transfer(EBT)Cards: EBT Cards are Cards used by a Cardholder to purchase qualifying goods or services from a Company using govermuent-funded benefits loaded onto the Card. EBT Cards are used like Debit or ATM Cards (requiring a PIN). When an EBT Card is used to make a purchase, the Transaction total is deducted from the value remaining in the Cardholder's account until the pre-paid amount is spent. ABOUT TRANSACTION PROCESSING To accept Credit Cards, Debit Cards or other Cards for payment, you process the Transactions through a PPSZ� Device and/or with point-of-sale software. A group of"Transactions is called a Batch, and the process of sending these Transactions to us is called Settlement, When you settle a Batch, information for each Transaction is sent to clearing networks across the Country and sometimes around the world. Based on each Card number, we send information about a Transaction to the corresponding Issuer so they can charge the Cardholder. Then, funds for the Transaction are deposited into your Demand Deposit Account (I)DA). Refer to Chapter 2, Processing Transactions, for specific details about processing Transactions. In exchange for these services, you are charged a percentage ofeach Transaction (known as a Discount), along with Transaction fees, Authorization fees, and any other fees specified in the Agreement. Fees are deducted from Your DDA on either a monthly or a daily basis. When a Cardholder does not agree with a Transaction posted to his or her account, the Cardholder can contact the Issuer and initiate a dispute. In this case, the Transaction amount is debited from your DDA and we send YOU a Chargeback notice. In order to protect your rights, it is important that you respond promptly to any Chargeback notice you receive. Refer to Chapter 6, Retrieval Requests & Char deb acks, for a detailed explanation ofthis process, GENERAL, OPERATING GUIDELINES When you process Transactions, it is important to keep the following general guidelines in mind: • Do Not Set Restrictions on Card Transactions: Discover Network, Visa and MasterCard prohibit setting a minimum or maximum purchase amount except that you are permitted to set a rnininiurn purchase amount Of LIP to S 10 for Credit Card Transactions and, if you are a government agency or institution of hi-her education, you may set a maximum Purchase arnount for Credit Card Transactions. Discover Network, Visa and MasterCard permit adding a surcharge to a Credit Card Transaction arnount, subject to specific conditions and requirements. You may give a discount Born your standard pricing or offer an in- kind incentive for payment by cash, Credit Card, Debit Card or any other method of payment. Card customers are frequently among your best custorners, due to their available lines of credit, purchasing freedom,and their tendency to spend more than cash customers. • Do Not Discriminate: You must honor all valid Cards within your acceptance categories when properly presented for payment, without discrimination, unless Laws expressly require otherwise. You must maintain a policy that does not discriminate, unless Laws expressly require otherwise, arnong Cardholders seeking to make purchases with a particular brand of Card accepted by you. • Keep Passwords Secure: Keep all passwords that allow you to access Our databases or services secure. Remember, you are responsible for the actions of anyone Who Uses Your password, If you believe your password has been compromised or shared with an unauthorized user,please contact us immediately. • Protect Cardholder Privacy: You may only require a Cardholder's personal information if it is necessary to complete a Transaction (such as a delivery address and/or telephone number for Card Not Present --1 2 Elav' on Operating GUide OG201702 Transactions)or if the Voice Authorization Center specifically requests it. YOU may not refuse to complete an otherwise valid Card Transaction just because a Cardholder refuses to provide additional identification or information, Discover Network, Visa and MasterCard regulations prohibit listing a Cardholder's personai information on the Transaction Receipt because it can expose a Cardholder to increased risk of fraud. YOU must not use any Servicer's systems, including, but not limited to, custom fields or any other unprotected fields within Service's systems, to collect, transmit, or store any sensitive or confidential data, including, but not limited to, personal unique identifiers, including, but not limited to, Primary Account Numbers (PAN), Card expiration dates, track data, Card Identification Numbers, Card Validation Codes, Social Security numbers, Personal Identification Numbers, individually identifiable health information, Or other private data Of Customers or cardholders. You must not, and must not cause Servicer to, violate applicable requirements of the Payment Card Industry (PC]) Data Security Standard, including Visa's Cardholder Information Security Program (LISP), MasterCard's Site Data Protection Program (SDP) and the Discover Information Security& Compliance(DISC) program. • Plan Ahead for Fees and Chargebacks: Maintain sufficient funds in your DDA to cover all fees, Chargebacks, or any other adjustments that may occur. Monthly fees are debited from your DDA neat, the beginning of each month for the prior month's activity. We recommend that You keep five percent (5%) of your average monthly processing volume available in your account to cover monthly fees and the possibility of Chargebacks. Keep in mind that this is only it recommendation and your business may require additional available funds. l'or example, businesses that conduct high-risk Transactions (such as Card Not Present or those with future delivery of products or services) should consider maintaining a Ilig her percentage of their average monthly processing volume in their account. • Keep Cardholder Data Secure: Keep all Transaction Receipts in a locked area that is accessible only to select personnel. When You dispose of Transaction Receipts after the designated retention period, make sure that account numbers and Imprints are rendered unreadable,as criminals can commit fraud with even a few pieces of Cardholder data, Your customers will not only appreciate your concern and consideration,but will also gain confidence in your service and integrity. • Perform Regular Audits. Ili addition to balancing daily receipts, compare Transaction Receipts to the register tape to ensure that they match. Periodic reviews help identify potential problems associated with a specific register or sales associate. Remember, it is your responsibility to address inconsistencies and educate Your staff, • Know Your Third Party Vendors: If YOU use software or other services (Such as an online "shopping cart") provided by a third party or value-added reselller (VAR), you may be impacted by and Financially liable for security breaches or system failures by the third party vendor. Be Sure to acquaint yourself with the third party vendors' requirements and limitations so you can minimize disruption in service and protect yourself frorn unauthorized access. It is your responsibility to ensure that all Cardholder information (including that accessed or maintained by your third party vendor) is stored in an encrypted and secure environment. You are responsible for ensuring that any third party vendors that YOU engage are registered with the Payment Networks prior to the performance of any contracted services on your behalf. Additionally,you are responsible for notifying Serviccr of any third party vendors registered or VARS Used by you. • Security Program Compliance: You, and any third party vendors that You utilize, must comply with all applicable requirements of the Payment Card Industry (PCI) Data Security Standard, including Visa's Cardholder Infort-nation Security Program (LISP), MasterCard's Site Data Protection Program (SDP) and the Discover Information Security & Compliance (DISC) program. You must remain in compliance with these standards as they change. • Data Compromise- Notify LIS immediately, and in any event within twenty-four(24) hours, if you know or suspect that Cardholder information has been accessed or used without authorization, even if this compromise involves a third party vendor. You must take immediate steps to preserve all business records, logs and electronic evidence and contact local law enforcement authorities (including the local I`BI and [J,S. Secret Service). You must work with us to rectify any issues that result, including providing us (and 3 Ela'v` on Operating Guide OG201702 obtaining any waivers necessary to provide us with) all relevant information to verify your ability to prevent future data incidents in a manner consistent with the Agreement. • Interchange: Interchange qualification requirements, as defined by the Credit Card Associations, affect the Company's fees or surcharges owed for Transactions. Company will pay a higher discount rate, higher fees, and surcharges for Transactions that do not meet the best rate qualification criteria or have been processed in a manner other than for which the Company was approved, • Display of Card Marks. Unless otherwise informed by Servicer, you must prominently display the most Current versions of the Credit Card Association's and EFT Network's names, symbols, and/or service marks, as appropriate, at or near the PUS Device as may be required or requested by the Payment Networks, For Companies that accept Cards for Electronic Commerce Transactions, you must display such names, symbols and/or service marks oil Internet payincrtt screens. You may also display such marks on promotional materials to inform the public that such Credit Cards and Debit Cards will be honored at your placc(s) of business. Company's use of such marks must comply with the requirements of each mark's owner. Company's right to use or display such marks will continue only so long as the Agreement remains in effect and such right will automatically terminate upon termination of the .Agreement. Company must remove the marks immediately upon termination. • Prohibited Transactions. A Company must not: (a) submit for payment into interchange any Transaction that (i) arises from the dishonor of Cardholder's personal check. (H) arises from the acceptance of a Card at a PUS Device that dispenses scrip, (iii) is illegal, or(iv) is otherwise prohibited herein or in the Payment Network Regulations; (b) accept Cardholder payments for previous Card charges incurred at the Company location; (c)accept a Card to collect or refinance an existing debt that has been deemed uncollectible by the Company providing the associated goods or services; or (d) accept Cards at PUS Devices that dispense scrip. • Marketing; Opt-out. Elavon seeks to provide you with updated inforniation regarding the products and set-vices that we offer to you. In addition to our traditional methods of communication, we may also reach out to you via mobile text messaging and email messages. By providing your mobile phone number and/or e-mail address in your Company Application, you authorize Servicer to use that information to contact YOU about your account and to market additional products/services to you. You are not required to provide your mobile phone number and/'or e-mail address in connection with your Company Application, and, if you do, You may elect not to receive Such Coln Ill un i cations from Servicer in the future by contacting Servicer at mt L)L 1 t C,i)sl ayo f I--co I I I- ADDITIONAL SERVICES In addition to the traditional Card processing services offiered, we also provide the Following services: • Acceptance of American Express, Discover Network, Diners, JCB, and/or UnionPay Cards: It' Servicer provides authorization and/or data capture services to Company for American Express, Discover Network, Diners, JCB, and/or UnionPay Transactions, Company agrees to the following provisions, in addition to the other provisions set forth in the Operating Guide. If Card Processing Fees are indicated Ilor Discover Network on your Company Application or Schedule A (Schedule of Fees) to the Agreement, as applicable, then Servicer provides full authorization, processing and settlement services for Discover Network "transactions and the Company's Discover Network Transactions must Comply with the provisions of the Operating Guide; otherwise, Servicer provides only authorization and/or data capture services for Discover Network Transactions. • Address Verification Service (AVS): Allows a Company to help prevent fraud by verifying a Cardholder's billing, address prior to completing a Card Not Present Transaction, Z� • MerchantConnect: Allows a Company to manage Transaction Data from multiple locations or multiple company accounts via any standard web browser (e.g,, Internet Explorer) using a wcb-based Transaction reporting and reconciliation system. 4 Elav" oh Operating Guide OG201702 • Automated Customer Service(ACS): Allows a Company to view detailed reports of Transaction activity, statement detail, Card type history, and qualil"ication detail using a desktop reporting and accounting reconciliation application. • Dynamic Currency Conversion (DCC): Allows a Company to offer international Cardholders in the United States the option at the point-of-sale to pay in their home currency rather than in U.S. Dollars. • Electronic Check Services (ECS): Allows a Company to convert paper checks and other payment information into electronic ']"ran sac t ions, eliminating the need to manually deposit checks at a bank. ECS provides you and your Customers with efficient, easy, and secure bank account payment processing. Refer to the separate Electronic Check Service Merchant Operating Guide (1,G5 A110G) for additional information on electronic processing of checks using ECS, • Electronic Gift Card (EGC)Services: Allows a Company to sell Electronic Gift Cards redeemable for in- store merchandise or services. EGCs provide Customers with another form of payment white encouraging repeat shopping, • Electronic Benefits Transfer (EBT) Service: Allows electronic transfer of government funds to zl.� individuals through the use of a plastic debit-like Card and a PIN. 1-he federal government requires all states to distribute food stamps and cash benefits in this manner. • Hospitality Set-vices: Allows a Company operating in the hotel and hospitality industry to process Transactions for lodging accommodations. • Petroleum Services: Allows a Company to process peLrOICUrn-related Transactions, including SmartLink Services, Voyager Card Acceptance and Wright Express Card Acceptance. • Fanfare Loyalty and Gift Card Services: Allows a Company to establish and operate a Customer loyalty program and/or a gift card program, including a Custorner-facing website, through which the Company can create and manage marketing campaigns and prornotional offerings to Customers. • Services in Canada: Allows Companies operating in Canada to process Transactions subject to the requirements set forth herein and in the Agreement. I Please contact us if you are interested in any of these services. -1 Elav" on Operating Guide OG201702 Chapter ldlwft� AM"9M Processing Transactions, This Chapter explains the two steps involved in the Transaction process.—Authorization and Settlement-- as well as the different types ol"Fransactions. COMPANY COMPLIANCE 1. Settlement of Transactions. Subject to the other provisions of the Agreement and subject to Company's compliance with the terms of the Agreement and the Payment Network Regulations, Servicer will process Transactions daily, and if Company maintains its DDA with Member, provisional credit for Transactions (less recOL[Pment of any Chargebacks, returns, adjustments, fees, fines, penalties, assessments from the Payment Networks and other amounts due to Servicer Linder the Agreement) may be available as soon as the next banking day after the banking day on which Servicer a process the Transactions. Regardless of where Company maintains its DDA, Company acknowledges and agrees that Servicer May use either "direct" (ACH debit authority pursuant to which Chargebacks, returns, adjustments, fees, fines, penalties, assessments and charges from the Payment Networks and other amounts due to Servicer Linder the Agreement are debited from tile DDA)or"net"(pursuant to which Chargebacks, returns, adjustments, fees, fines, penalties, assesStTlents and charges from the Payment Networks and other amounts due to Servicer under the Agreement are netted from Transaction proceeds) methods to recover any amounts owed by Company to Servicer under the Agreement. To the extent required, Company authorizes and appoints Servicer to act as Company's agent to collect Transaction amounts from the Customer, the Issuer or the Customer's financial institution. 2. Deposits, Company acknowledges that its obligation to Servicer For all amounts owed Linder the Agreement arises out of the same transaction as Servicer's obligation to deposit funds to the DDA and such amounts are owed in the ordinary course of business. 3. Provisional Credit, Company acknowledges that all credits for funds provided to it are provisional and subject to reversal in the event that Servicer does not receive payment or corresponding settlement amounts from the Payment Networks, Company further acknowledges that all credits are subject to adjustments for inaccuracies and errors (including rejects) and Chargebacks in accordance with the Agreement and the Payrnent Network Regulations, whether or not a Transaction is charged back by the Issuer or Customer. Company authorizes Servicer to initiate reversal or adjustment (debit or credit) entries and to initiate or suspend such entries in accordance with the Agreement as may be necessary to grant or reverse provisional --1 6 Elav' on Operating Guide OG201702 credit for any Transaction. Further, Servicer may delay Company-issued Cardholder credits for up to five (5) business days for accounting verification. Cardholder credits issued by Company to PIN-Debit Cards will not be subject to this delay. 4 Chargebacks, Company agrees to accept for Chargeback, and will be liable to Servicer in the arnount of any Transaction disputed by the Cardholder or Issuer for any reason tinder the Payment Network Regulations. Company authorizes Servicer to offset from funds due Company or to debit the DDA or the Reserve Account for the amount of all Chargcbacks. Company will fully cooperate with Servicer in complying with the Payment Network Regulations regarding all Chargebacks. 5. Original Transaction Receipts, Under no circumstances will Servicer be responsible for processing ITUHMS, refunds, or adjustments related to Transactions not originally processed by Servicer. 6. Fernand Deposit Account, Company will maintain sufficient funds in the DDA to accommodate all Transactions contemplated by the Agreement and all Chargebacks, returns, adjustments, fees, fines, penalties, assessments from the Payment Networks and other payments due under the Agreement. Servicer has the right to delay, within its reasonable discretion, crediting the DDA with funds related to Transactions in order to investigate any Transactions related to suspicious or fraudulent activity or funds for Transactions for which Servicer has not received funding from the applicable Payment Networks. Servicer will endeavor to investigate or process any delayed Transactions expeditiously and will endeavor to notify Company if any Transactions are delayed for more than 48 110LH's 7. Asserted Errors. It is the responsibility of Company to reconcile the statements regarding Transaction activity received from Servicer, any Payment Network, and any third party vendors with the statements Company receives For Company's DDA. a. Company must promptly examine all statements relating to the DDA and promptly notify Servicer in writing of any errors in the statement Company received from Servicer, Company's written notice must include: i. Company name and account number; H. The dollar amount of the asserted error; iii. A description of the asserted error; and iv. Ali explanation of why Company believes an error exists and the cause of it, if-known. b. The written notice described above must be received by Servicer within forty-five (45)days of the date of the Servicer statement containing the asserted error. If Company fails to provide such notice to Servicer within said forty-five (45) days, Servicer will not be liable to Company for any errors Company asserts at a later date. Company may not make any clairn against Servicer for any loss or expense relating to any asserted error far forty-rive (45) days immediately following Servicer's receipt ofCornpany's written notice. During that forty-five(45)day period, Servicer: i. Will be entitled to investigate the asserted error, and Company will not incur any cost or expense in connection with the asserted error without notifying Servicer, and J. Notify Company of its proposed resolution of the asserted error. 7 Eldvon Operating Guide OG201702 8. Fraud Monitoring. Company is solely responsible For monitoring its Transactions. Servicer is under no duty to monitor Company's Transactions for fraudulent or other suspicious activity. 9. Use of Trademarks. Company will use and display the Payment Networks' marks as may be required or requested by the Payment Networks, and will display Such marks in accordance with the standards for use established by the Payment Networks, Company's right to use all such marks will ten-ninate upon termination of the Agreement or upon notice by a payment Network to discontinue Such use. Company's use of promotional materials provided by the Payment Networks will not indicate, directly or indirectly, that such Payment Networks endorse any goods or services other than their own and Company may riot refer to any Payment Networks in stating eligibility for Company's products or services. 10. Accuracy of Information, Company niust promptly notify Servicer in writing of any material changes to tile information provided in the Company Application, in the bid process if applicable, or otherwise in the Agreement, including, Without limitation, any additional location or new facility at which Company desires to use the Servicer Services, the form of entity (e.g., partnership, corporation, etc.), change in control, material changes to the type of goods and services provided and/or payments accepted, and how Transactions are completed (e.g., by telephone, mail, electronic commerce, or in person at Company's place of business). The notice must be received by Servicer at least ten (10) business days prior to the change. Company will promptly provide any additional information reasonably requested by Servicer. Servicer has the right to rely upon written instructions submitted by Company to request changes to Company's business infion-nation. Company may request written confirmation of Servicer's consent to the changes to the Company's business information, 11. Transaction Receipts. Company is solely responsible For alb Transactions and Transaction Receipts until Such time as the Transaction Receipts have been received and validated by Servicer. Company will maintain sufficient "backup" information and data (e.g., Transaction Receipts or detailed reporting) with respect to Transactions and will provide such information and data to Servicer upon request in order to reconstruct any information or data lost due to any nialf"Linction of Company's or Servicer's systems. Servicer is Under no duty to recreate lost Transactions or Transaction Receipts unless such loss results from Servicer's breach of the Agreement. AUTHORIZATION The first step in processing a Transaction is to request Authorization from the Issuer to accept a Card for payment. Company must obtain an Authorization Code before completing any Transaction. An Authorization request is made via one of the following two methods: • Electronic Authorization: The Company swipes a Card through or manually enters a Card number into a POS Device, Then, the POS Device sends the Transaction information electronically to the Issuer for Authorization. • Voice Authorization: The Company calls the Voice Authorization Center, which then communicates the Transaction information electronically to the Issuer. An operator or an interactive voice response(IVR) Unit provides the Company with the Authorization Code given by the Issuer. Voice Authorization toll-free telephone numbers are located oil a sticker on your POS Device. If there is not a Voice Authorization sticker on your POS Device, contact merchant services. Most Authorizations are requested electronically, Voice Authorization is usually used if a Company does not have a working POS Device or if the Issuer requests additional information during Electronic Authorization. An Authorization request is required for every Transaction to determine if: • The Card number is valid: • The Card has been reported lost or stolen; and/or • Sufficient credit or funds are available. 8 Elawn Operating Guide OG201702 Receipt of an Approval Code in response to an Authorization request does not: • Guarantee that the Company will receive final payment for a Transaction; • Guarantee that the Cardholder will not dispute the Transaction later (all Card Transactions are subject to Chargebacks even when an Approval Code has been obtained); • Protect You from Chargebacks for Unauthorized Transactions or disputes regardintp- the quality of goods or services;or • Waive any provision of the Agreement or otherwise validate a fraudulent Transaction or a Transaction involving the use of an expired Card. Company will follow any instructions received during Authorization. Upon receipt of an Authorization Code, Company may consummate only the Transaction authorized and must note the Authorization Code on the Transaction Receipt. In any case in which a Transaction is completed Without imprinting the Card, the Company, whether or not an Authorization Code is obtained, will be deemed to warrant the true identity of the Customer as the Cardholder, THE ELECTRONIC AUTHORIZATION PROCESS The following,diagram describes the Electronic Authorization process: '0 1iso** ot 14) Figure 2-1.Authorization Process 1. Authori7ation of purchase: The Transaction process begins when a Cardholder wants to buy goods or services using a Card. Before the Transaction can be completed, the Company Must receive an Approval Code from the Issuer. 2. Servicer Host: The Company's POS Device sends the Transaction Data to the Servicer [lost to verify the MID, to read the Card number, and to route the information to the appropriate Issuer. 3. Issuer: The Servicer Host sends the information to the Issuer through the Discover Network, Visa, or MasterCard network, or directly to other Issuer networks (e.g., American Express). Tile Issuer determines whether the Transaction should be approved and sends one of the following responses back to the Servicer, who then forwards it to the Company: • Approval Code: Credit or funds are available to complete the sale and that the Card has not been reported lost, stolen,or otherwise invalid. The Company may complete the Transaction. • Declined Code: The Issuer does not approve the Transaction. The Company should ask for another form ol'payment and should not resubmit that Card for Authorization. • Declined Pick-Up: The Issuer does not approve tile Transaction and requests that the Card not be returned to the Cardholder. The Card should be cut lengthwise without damaging the Magnetic Stripe and sent, along with the MID,Company address,and the date of the incident, to: Exception Processing 9 Elav' on Operating Guide OG201702 AT'I-N: Card Pick Up Elavon, Inc. 7300 Chapman I lighway Knoxville, TN 37920 "Referral" or"Call Auth": The Issuer requests the Company to call the Voice Authorization Center, which will either provide an Approval Code or ask the Company to request additional information from the Cardholder(e.g., mothers maiden name). The Voice Authorization Center will provide this information to the Issuer who will either approve or decline the Transaction. 4. Servicer Host. The Servicer Host receives the response from the Issuer and routes it to the Company. 5. Company: The Company receives the Issuer's response From the Servicer Flost and follows the appropriate steps to complete the Transaction. FULL AND PARTIAL AUTHORIZATION REVERSALS For any approved amount received pursuant to ail Authorization request that will not be included in a Transaction presentment for Settlement, a full or partial authorization reversal must be processed by the Company: • Within 24 hours of the original Authorization request for Card Present Transactions; and 0 Within 72 hours ofthe original Authorization request for Card Not Present Transactions. This requirement does not apply ifthe Company is properly identified with any one ofthe following MCCs: • MCCs 3351 through 3441 (Car Rental Agencies), • MCCs 3501 through 3999(Lodging--flotels, Motcls, Resorts); • MCC 4411 (Cruise Lines); • MCC 7011 (Lodging----Hotels, Motels, Resorts--not elsewhere classified); and $ MCC 7512(automobile Rental Agency---not elsewhere classified). SETTLEMENT The final step in processing a Transaction is Settlement, which occurs when the Company sends all of its Card Transactions to Servicer to receive payment, During Settlement, the Company is paid and Cardholders are billed for previously-approved Transactions. NIO+TE: This process can take two or more husiness laws (exclucling holidqv�) unless you are set up )r delaj7ed finding. The folloNvin- diagram describes the Settlement process: 10 Elavah Operating Guide OG201702 9 CnAa:otiw.OIDER • ••a o 81 to Figure -2.Settlement Process, PAYING 'I HE COMPANY FOR TRANSACTIONS 1. Company: Sends all approved, un-settled "Transactions (known as the open Batch) in the POS Device to the Servicer [Jost to close or settle the Latch. 2. Servicer Host. Sends Visa and MasterCard Card Transactions (and, if' applicable, Discover Network 'transactions) to Interchange and other Card Transactions to the appropriate Issuer(e.g., American Express Transactions to American Express). If the`transactions are not sent to Interchange, go to step d. 3. Interchange. Sends Transaction I:)ata to the appropriate Issuer. 4. Issuer: Posts the Transaction to the Cardholder's account. The Issuer either sends to Interchange the difference between the Transaction amount and the Interchange fee charged to the Servicer, or sends the funds to the Company's DDA (see step 7). +. Interchange: Sends the difference between the 'Transaction amount and the Interchange Dees to the Servicer Host. 6. Servicer Host. Sends a message to the Automated Clearing Ilouse (ACI-I) to pay the Company for the Transactions. 7. Automated Clearing House(ACH). Sends the funds from Servicer to the Company's DDA via electronic transfer. Fees are debited from the Company's DDA on a monthly or daily basis. TRANSACTION PROCESSING PROCEDURES Follow these guidelines when you process Transactions: • Deep the Card in your hand until you complete the"T`ransaction; the Card is required in several Transaction processing steps. • If your POS Device displays "Referral" or "Call Auth" during a Transaction, call your toll-free Voice Authorization telephone number (located on a sticker on your POS Device) and hallow the operator's instructions. • if you receive an Approval Code, but are still suspicious about the Cardholder, Card, or circumstances of the Transaction. call for a Code 10 Authorization and follow the operator's instructions. Defer to Chapter 5, C;'otk 10 Procethires, for additional information. Elavon Operating Guide OG201702 • Use a ballpoint pen for steps that require handwritten information. Never use a marker or a pencil to write on a Transaction Receipt. • Do not write additional information (e.g., Cardholder's telephone number, address, driver's license number, l Social Security number)on any Transaction Receipt. To process a Transaction, follow these steps: 1. Follow all Prompts and Enter all Data Elements. You must include required elements to receive approval for Transactions and you can include optional data elements to qualify for better Interchange rates. For example: Under the Current data requirements, Visa Business, Visa Corporate, and Visa Purchasing Card Transactions must include sales tax information to qualify for the Level 11 Interchange Rate, where applicable. Purchasing Cards only qualify if the customer code is also included in the Transaction. 2. Make Sure the Card is Valid. Check the Card's expiration date and other features to ensure that the Card is valid. Refer to Chapter 4, ldentijying Valid Cards for validation information. Refer to Chapter 4, Prevenlhg Card Fraud for additional loss-prevention information. 3. Swipe the Card Through the POS Device. If the Card is successfully swiped, the POS Device may prompt YOU to enter the last four digits of the Card number. This process compares the account number in the Magnetic Stripe with the account number embossed on the Card. If the POS Device cannot read the Magnetic Stripe, press the appropriate key to initiate a manual Transaction. When you are prompted by the POS Device, enter the Card number and expiration date embossed on the front of the Card. Make an Imprint of the Card on a paper Transaction Receipt to prove that the Card was present during the Transaction. Keep the Imprinted Transaction Receipt with the electronically printed Transaction Receipt from the POS Device. Ensure that the paper Transaction Receipt contains all of the information related to the Transaction, such as the Transaction amount, Transaction Date, Company information, Authorization Code, and Cardholder's signature. 4. Enter the Amount of the Transaction. When prompted by the POS Device, enter the amount of the Transaction using the numeric key pad. You do not need to include a decimal point. For Example: Enter $125.00 by pressing the 1-2-5-0-0 keys consecutively, and then pressing the ENTER Z� key. The POS Device displays a message that indicates when the Transaction is being processed for Authorization, 5. Obtain the Authorization Code. If the Transaction is approved, the Approval Code prints on the Transaction Receipt. If a printer is not present, the POS Device displays the Approval Code. If you have to Imprint the Card, remember to record the Approval Code on the Transaction Receipt. If the Transaction is declined, the POS Device displays "Declined" or"Declined-Pick-Up". In these cases, you should ask for another form of payment. If the POS Device displays a "Referral" or "Call Auth" message, call the toll-free Voice Authorization telephone number(located on a sticker on your POS Device) and follow the operator's instructions. If you receive an Approval Code, you must enter it into your POS Device to complete the Transaction. If Authorization is declined, the Voice Authorization Center may ask you to retain the Card. If this occurs, follow the operator's instructions. A reward may be paid for the return of a Card at the Voice Authorization Center's request. 6. Have the Cardholder Sign the Transaction Receipt, and then Compare Signatures. In Card Present Transactions, Transaction Receipts must be signed by the Cardholder unless otherwise specified under separate criteria for a Credit Card Association program (c,g., No Signature Required Programs). Compare the signature on the Transaction Receipt with the signature on the back of the Card. If you cannot tell whether the signatures are similar, ask to see another form of identification and compare the second signature with the others. You may also compare the appearance of the Cardholder with the picture on his or her identification cards. Company must not honor any Card if: (i)the Card has expired; (ii) the signature on the Transaction Receipt does not correspond with the signature on the Card or if the signature panel on 12 Flavor Operating Guide OG201702 the Card is blank. or uses language to the effect of`:see id"; or (Hi) the account number embossed on the Card does not match the account number on the Card's magnetic stripe. If you are still suspicious of the Transaction or the Cardholder, YOU May perform a Code 10 Authorization. Refer to Chapter 4, ldwfif Valid Cards for more information. 7. Return the Card and the Customer Copy of the Transaction Receipt to the Cardholder. When the "Fransaction is complete, return the Card to the Cardholder, along with the Customer copy of the Transaction Receipt. Keep the Company copy of the Transaction Receipt for your records. TRANSACTION PROCESSIN(; RESTRIC]"IONS Surcharges. Discover Network, Visa and MasterCard permit Companies in the U.S. to add a surcharge to a Credit Card Transaction arnount, subject to their respective Credit Card Rules, As a result, if permitted, Company may add ail amount to the posted price of goods or services Company offers as a condition of paying with a Discover Network, Visa and MasterCard Credit Card. If Company is permitted to and elects to apply a Surcharge to its Discover Network, Visa and MasterCard Credit Card Transactions, Company must abide by all Payment Network Regulations applicable to surcharging, including, but not limited to, any advance notice requirements. In addition, Company may be required to register with Discover Network, Visa and/or MasterCard prior to surcharging any Credit Card Transactions, Registration requirements are set forth in the applicable Credit Card Rules and may be available through the applicable payment Network websites, This paragraph does not prohibit Company from offering a discount or in-kind incentive to induce a person to pay by cash, Credit Card, Debit Card or any other rnethod of payment, Return Policy. Company must properly disclose to the Cardholder, at the time of the Transaction and in accordance with the Card Rules, any limitation Company has,on accepting returned merchandise, No Claim Against Cardholder. Unless Servicer refuses to accept a Transaction Receipt or revokes their prior acceptance of a Transaction Receipt (after receipt ol'a Chargeback or otherwise): (i)Company will not have any claim aclainst, or right to receive payment from, a Cardholder in any Transactiow, and (ii) Company will not accept any payments frorn a Cardholder relating to previous charges for merchandise or set-vices included in a Transaction Receipt, and ifCompany receives such payments, Company will promptly remit them to Servicer, TRANSACTION RECEIPTS A Transaction Receipt is a paper or electronic record of the purchase of goods or services from a Company by a Cardholder using a Card. You must provide the Cardholder with a Transaction Receipt for his or her personal records. Transaction Receipts are required for all Transaction types and must be retained For a minimum of two(2)years (or such longer period as the Card Rules or the Laws May require). Transaction Receipts should be stored ill a safe,secure area and organized in chronological order by'l-ransaction Date. ELECTRONIC TRANSACTION COMPONENTS An Electronic Transaction Receipt must contain the following information: • Transaction Date • Total Transaction arnount, including applicable taxes, fees and any adjustments or credits • Transaction Type(e.g.,cash, debit, credit,etc.) • Description of the goods and/or services purchased • Card account number (must be truncated on the Cardholder copy) including the specific payment brand (e.g,, Visa, MasterCard or Discover) • Space for Cardholder signature for Card Present Transactions • Authorization Code • Company name and location --1 13 Elav" on Operating Guide OG201702 • Location code(i.e., POS Device or MID issued by Scrvicer) • Special return or refund terms printed in close proximity to the Cardholder signature line on the Transaction Receipt, if restricted • Indication of who will receive each copy of the Transaction Receipt(e.g., Company Copy, Bank Copy, and Cardholder Copy). W',11RODUCTION OF INFORMATION For Card Present Transactions, if the following information embossed or printed on the Card is not legibly I - imprinted on the Transaction Receipt, Company will legibly reproduce on the Transaction Receipt the: (i) Cardholder's name-, (ii) Card account number; (iii) Card expiration date; and(iv)Company's name and place of business. TRUNCATION 0 Cardholder's Copy of the Transaction Receipt, The Card account number and expiration date must be truncated on all Cardholder copies of Transaction Receipts and other paperwork provided to the Cardholder. Truncated digits should be replaced with a fill character such as "x," "*," or"#," and riot with blank spaces or numeric characters. All POS Devices must suppress all but the last four (4) digits of'the Card account number and the entire expiration date on the Cardholder's copy of the 'Transaction Receipt generated from electronic (including Cardholder-activated) POS Devices, These truncation rules do not apply to Transactions in which the only way to record a Card account number arid expiration date is in handwriting or by making an imprint or copy of tile Card. 0 Company's Copy of the Transaction Receipt. 'file Company's copy of the Transaction Receipt must suppress the entire expiration date, The Company may also have an obligation to suppress or truncate other information on the Company's copy ofthe Transaction Receipt Linder state or federal laws. UNRE,%DABLE MA(,NETICSTRIPES F'or Card Present Transactions, if Company authorizes and presents Transactions electronically and Company's POS Device is unabte to read the Magnetic Stripe on the Card, Company must generate a manual Transaction Receipt containing the information set forth below Linder -Manual Transaction Components," in addition to key-entering the Transaction into the POS Device for processing, MANUACrIZANSACHON CONIN)NENTS A manual Transaction Receipt must contain the following inforniation: • Physical Imprint of the Card(not a photocopy) • Identification of the Transaction type(sale.credit/refund, etc.) • Transaction Date • Total Transaction amount • Cardholder signature • Authorization Code • Company name and location 10 POS Device or MID • Description of the merchandise or service purchased • Special return or refund terms printed in close proximity to the Cardholder signature line on the Transaction Receipt • Salesperson's initials or department number n 14 Ela Operating Guide OG201702 NOTE: q'lhe Cardholder presents an unembossed Card ard and the 110S Device cannot read the A1agnelie Stripe than the Cojnj aial, must request another jbrm qfpqyment, Xfanual Transaction Receil'ils are prohibited on D-ansactions involvh,�g an uneinhossed Card, DELIVERY W,Tii,tNs..kcriON RECEIPTS The Company must provide a complete and legible copy of'the Transaction Receipt to the Cardholder in tile following rnanner: • Card Present Transactions: Provide the Transaction Receipt to the Cardholder at the time of the Transaction. • Card Not Present Transactions: Provide the Transaction Receipt to the Cardholder in either electronic (e.g., e-mail, fax) or paper (e.g., handwritten, PODS Device-generated) formal, Electronic Commerce Transaction Receipts must not include the Card's account number, Ei,ECTRONic TRA.M.MISSION OFTRA NSACT ION RECEIPTSTO SERVICE R If Company Utilizes electronic Authorization and/or data capture services, Company will enter the data related to Transactions into a POS Device and settle the'"Fransactions and transmit the data to Servicer or its designated agent in the form specified by Servicer no later than tile close of business on the date the Transactions are completed. If Servicer requests a copy of a Transaction Receipt, Credit Transaction Receipt, or other Transaction evidence, Company must provide it within the time frame specified in the request, M TRAN&A.CTION Rt!,ct,,jrrs Cornpany will include a description and total amount of'goods and services purchased in a single Transaction ransaction on a single Transaction Receipt unless: (i)partial payment is entered on the Transaction Receipt and the balance of the Transaction amount is paid in cash or by check at the time of the Transaction; or (ii) a Transaction Receipt represents art advance deposit in a Transaction completed in accordance with the Agreement and the Card Rules, ffi-A,Osrrs Company must execute one Transaction Receipt when processing the deposit Transaction and a second Z� Transaction Receipt upon processing the balance of the Transaction. Company will note the words "deposit" or "balance^' on the applicable Transaction Receipt, as appropriate. Company will not deposit the Transaction Receipt labeled "balance" until the goods have been delivered to the Cardholder or until Company has fully, performed the set-vices, FuTURE DELIVEAY Company represents and warrants to Servicer that Company will not rely on any procccds or credit resulting from future delivery Transactions to purchase or furnish goods or services. Company will maintain sufficient working capital to provide For the delivery of goods or services at tile agreed upon fixture date, independent of' any credit or proceeds resulting from Transaction Receipts or other Credit Transaction Receipts in connection With future delivery Transactions. PROCESSING CARD Nm,PRESENTTRANSACTIONS Card Not Present Transactions include Mail Order (MO), Telephone Order (TO), and Electronic Commerce (EC) Transactions. "These .Transactions occur when the Card is not physically presented to the Company at the time ol'a sale. You must be authorized by us to process Card Not Present Transactions, If more than twenty percent (20%) of your Transactions are MO/TO, you must apply for a separate MID for those Transactions. If more than one percent (1%) Of your Transactions are Electronic Commerce orders, You must also apply for a separate MID for those Transactions. 15 Elavon Operating Guide OG201702 MAIL ORDEWT ELE PI 10NE ORDER(MO/'TO) Company understands that Transactions processed via MO/TO are high risk and subject to a higher incidence of Chargebacks. Company is liable for all Chargebacks and losses related to MO/TO Transactions. Company may be required to use an address verification set-vice ("AVS") oil MO/TO Transactions, AVS is not a guarantee of payment and the use of AVS will not waive any provision of the Agreernent or validate a fraudulent Transaction. Company will obtain the expiration date of the Card for a MO/T0 Transaction and submit the expiration date when requesting Authorization of the Transaction. For MO/TO Transactions, Company will type or print legibly on the signature line of the "Transaction Receipt the following applicable words or letters: telephone order or"TO," or mail order or"MO.," as appropriate. Servicer recommends that Company obtain a signed Transaction Receipt or other proof of delivery signed by Cardholder for M O/T0 Transactions. ELECTRONIC jCO3NrjN1ERCE1(EC) Company may process, Electronic Commerce Transactions only if the Transactions have been encrypted by Servicer or a third party vendor acceptable to Servicer. Company understands that "Transactions processed via the Internet are high risk and subject to a higher incidence of' Chargebacks. Company is liable For all Chargebacks and losses related to Electronic Commerce Transactions, whether or not such Transactions have been encrypted. Encryption is not a (guarantee of payment and does not waive any provision of the Agreement or otherwise validate a fraudulent Transaction. Servicer recommends that Company obtain a signed Transaction Receipt or other proof of delivery signed by the Cardholder for all Electronic Commerce Transactions. All communication costs and compliance with Laws related to Electronic Commerce Transactions will be Company's responsibility. Company understands that Servicer will not rnarrage the telecommunications link for Electronic Commerce Transactions and that it is Company's responsibility to manage that link. Company authorizes Servicer to perform air annual audit and examination of Company's website and such other due diligence review as required by tile Payment Network Regulations for Electronic Commerce Companies. Requirements, Company's website must Contain all of the following information: (a) prominently display the name of the Company; (b) prominently identify the name of the Company as displayed on the website as both the Company and as the name that will appear on the Cardholder statement; (c) display Company name information as prominently as any other information depicted oil the website, other than images of the products or services being offered for sale; (d) complete description of the goods or services offered-, (e) returned merchandise and refund policy; (0 customer service contacts, including electronic mail address and/or telephone number; (g) complete address (street address, city, state, zip code, and Country) of the permanent establishment of' the Company's business-, (h) complete address of the permanent establishment of the Company's business on either the checkout screen (which displays the total purchase amount) or within the sequence of website pages presented to the Cardholder during the checkout process; (i) Transaction currency (such as U.S. or Canadian dollars), 0) export or legal restrictions, if known; (k) delivery policy; (1) Customer data privacy policy; and (m) Company's method of Transaction security such as Secure Sockets layer (SSL) or 3-D Secure, If Company stores Card account numbers, expiration dates, or other personal Cardholder data in a database, Company must follow the applicable Payment Network Regulations our securing such data. Company may not retain or store CVV2/CVC2/CID data after authorization for record keeping or additional authorization processing. A Company must riot refuse to complete an Electronic Commerce Transaction solely because the 11 Cardholder does not have a digital certificate or other secured protocol. Shipped Coods. For goods to be shipped on Electronic Commerce Transactions, Company may obtain authorization up to seven (7) days prior to the shipment date. Company need not obtain a second authorization if the Transaction Receipt amount is within fifteen pet-cent (15%) of the authorized amount, provided the additional amount represents shipping costs. --1 16 Elawn Operating Guide OG201702 Card Not ["resent Transactions pose a higher risk of fraud and Chargebacks, so it is important that You take precaution in processing these Transactions. Follow these guidelines prior to processing a Card Not Present Transaction,as applicable: • Use a ballpoint pen when handwritten information is required. Never use a marker or pencil when writing On a`Transaction Receipt. • Obtain tile following information from the Cardholder, if needed: Cardholder's billing address Shipping address, if different from billing address • Cardholder's telephone number • Cardholder's account number • Card expiration date • CVV2/CVC2/CID number • Purchaser's narlic (in lieu of Cardholder signature) NOTE: You must not retain or record the C'VV2XVC2?1(3) data element heYond the original Authorization request. P"urther, the CVJ1'21CVC21(.7D data element must not be printed on the Transaction Receipt or oil fa y document given to the Cardholder. In addition to the Transaction Receipt requirements set out in Chapter 2, Processing Tralts actions, a Card Not Present Transaction Receipt must also contain: • Company online address • Customer service contact, including telephone number Do not settle a Transaction before shipping the goods. This increases the risk of a Chargeback to the Company and is prohibited by the Agreement. Do not retain magnetic stripe data except for first thric use. MANUAL TRANSACTION RECEIPTS FOR CARD NOT PRESENT TRANSACTIONS Follow these steps for manual Transaction Receipts: 1. Write the Cardholder's Name and Card Number on the Transaction Receipt. Refer to Chapter 2, Processing Transactions -- Electronic Transaction Components for information on Transaction Receipt requirements. In addition to the electronic Transaction components requirements, a manual Transaction Receipt for a Card Not Present Transaction may include the full Card account number and expiration date and must include the Cardholder's billing address (arid shipping address, if different) and telephone number. Do not record CVV2/CVC2/CID data elements on the Transaction Receipt. 2. Record the Order Type on the Transaction Receipt. Write one of the following on the signature line of tile Transaction Receipt: • "[~tail Order" • "Telephone Order" • "Internet" POS DEVICE GENERATED RECEIPTS Ifyou are using a POS Device to generate a Transaction Receipt for a Card Not Present Transaction, enter the Transaction into the device by following these steps: 1. Press the appropriate key on Your POS Device to initiate tile Transaction. 2. When prompted,enter the Card number. --1 17 Elav' on Operating Guide OG201702 3. When prompted again, enter tile Card expiration date. 4. Finally,when prompted, enter the Transaction amount. 5. Record the Authorization Code on the Transaction Receipt, Refer to Chapter 2, Processing Transactions Transaction Receipts for more information. CARD IDEIN,riFICATION NumBER AM)ADDRESS VEIRIFICATION SERVICE The use of CVV2/CVC2/C[D and AVS can lessen your risk of Chargebacks by providing you with additional information to assist with your decision oil whether or not to process a Card Not Present Transaction. NOTE: The use q1'CVV21Cf/C2X71D andAll'S will not relieve you offiabilitvfor Chargebacks. Remember, you bear the risk(?floss associated with any Chargeback. I f you are using these set-vices, follow the next two steps prior to processing a Transaction. I Verify the Card Identification Number (CVV2/CVC2/C[D) Printed on the Front or Back of the Card (at the end of the Card Account Number in the Signature Panel), as Applicable to the Specific Card Type. If your POS Device is set Lip for CVV2/CVC2/CID and if the CVV2/CVC2/CID number is provided at the time of Authorization, the Issuer returns either a "match" or it "no, match" response, "Match" means it is more likely that the Card is present and in the hands of tile Cardholder at the time of the "Transaction. "No match"" means you should consider whether or not to process the Transaction. Even though you receive an Approval Code with a "no match" response, the Approval Code is not a guarantee of payment, The decision to process a Transaction, regardless of the response received, is LIP to you, because you are responsible for any risk associated with processing a Transaction. NOTE: You must not retain or record the ('111121CV(.721CID data element beyond the oi-iginul ,11uthorization request. Further, the (.7111/210,"C21CID data element must not be printed on the Transaction Receipt or on any document given to the Cardholder. Most Customers do not know where the CVV2/CVC2/ClD code is located on the Card. To assist a Customer, have him or her locate the last three(or four) alphanumeric characters in the signature panel on the back of his, or her Card for Discover Network, Visa or MasterCard Card types or on the front of his or her Card for American Express Card types. Refer to Chapter 4, (Mique Card (3turacteristics, for more details concerning the Card Identification Number. The following table sets forth CVV2/CVC2 response codes. Code Definition Space CVV2 processing riot requested M CVV2/CVC2 Match N CVV2/CVC2 not matched P Not processed S C�VV2 should be printed on the card, but it was indicated that the value was not present u Issuer does not support CVV2 X Service provider did not respond 2. Verify the Cardholder's Address by Using the Address Verification Service (AVS). If Your POS Device is set up for AVS, it prompts you to enter the numeric portion of the Cardholder's billing address and the five digit zip code to verify that the individual providing the Card account number is the Cardholder, The AVS result code indicates whether the address given by the Cardholder matches (exactly, partially, or not at all)the address that the Issuer has on file for the Card. "Exactly'" rneans it is more likely that the Card is being used by the authorized Cardholder. "Partially" or "not at all" 18 Elav' oh Operating Guide OG201702 means you should consider whether or not to process the Transaction. The decision to process a Transaction, re-ardless, of the response received, is Lip to you, as you are responsible for any risk associated with processing a Transaction. F"ven though you will receive an Approval Code following a "no match"response, the Approval Code is not a guarantee of payment, The following table sets forth AVS response codes. Code Definition A Address(street) matches -ZIP Code does not B Street address match, postal code in wrong format(international issuer) C Street address and postal code in wrong formats D Street address and postal code match(international issuer) E Error response for Merchant Categoa Code.(SIC) G Card issued by a non-U.S. issuer that does not participate in the AVS system I Address inl'ormation not verified by international issuer M Street address and postal code match (international jSSLICr) N No match on address(street)or ZIP Code 0 No response sent P Postal codes match, Street address not verified due to incompatible formats R Retry,systern is unavailable or timed out S, Service not supported by issuer U Address information is unavailable(dornestic issuer) W Nine-digit ZIP Code matches- Address(street) does not match X Exact AVS Match Y Address(Street)and five di-it Zip match z Five-digit zip matches- address(street)does not match NOTE: For more hilbe-mation about CTJ,'2/CJ/C2/(,7D an'd A P'S, eontact lnervhat?l Services. For more information about processing Card Not Present Transactions, call the following numbers: • MC(MasterCard)Assist: (800)622-7747 • Visa's Company Assistance Service: (800) 847-2750 • American Express Address Verification Service: (800) 528-2121 • Discover Network: (800)347-1111 The information provided by calling these numbers may allow you to verify a Cardholder's address and obtain the Issuer's telephone number. PAP ER DRAFTS We supply you with the materials and forms that You need to process Discover Network, Visa or MasterCard Transactions using paper drafts. You must maintain a supply of these materials. Refer to z:l Chapter 29,Supplies for more information. Before you process a paper draft, please follow the guidelines under Transactimi 1'roctmsing Procedurt�,v earlier in this Chapter. To correctly process a paper Transaction. Receipt, follow these steps: I Make Sure the Card is Valid. Check the Card's expiration date and other Natures to ensure that the card is valid. Refer to Chapter 4, ldenliljhig Valid Cards for validation information. Refer to Chapter 4, 11revenling Card Fraud for additional loss-prevention information. 19 Ela'von Operating Guide OG201702 2. Imprint the Transaction Receipt. Make a legible Imprint of the Card on all copies ofthe Transaction Receipt. 3. Call for Authorization. Call the Voice Authorization number provided on the sticker on your PPS Device and have the following information available: • Card account number • MID • Amount of sale(dollars and cents) • Card expiration date 4. Write the Approval Code in the Space Provided on the Transaction Receipt. The Approval Code is required. S. Have the Cardholder Sign the Transaction Receipt, and then Compare Signatures. Compare the signature on the Transaction Receipt with the signature on the back of the Card. If you cannot tell t� L� whether the signatures are similar, ask to see another l'orin of identification and compare the second signature with the others. You may also compare the appearance of the Cardholder with the picture on his or her identification cards. If you are still suspicious of the Transaction or the Cardholder,You may perform orm a Code 10 Authorization. Refer to Chapter 4, Idenlift,ing 1"alid Car els for more information, 6. Return the Card and the Cardholder Copy of the Transaction Receipt to tile Cardholder. When the Transaction is complete, return the Card to the Cardholder, along with the Cardholder copy of tile Transaction Receipt. Make Sure to keep the Company copy of the Transaction Receipt for Your records. 7. Storage of Paper Drafts. It is important to keep copies of your Transaction Receipts in a sare place, filed by Transaction Date. This is especially important for quickly locating a receipt if questions arise. The 13CI Data Security Standard sets out the requirements on how to handle the storage of paper drafts that contain Cardholder information. Visit littp.://ivww.peisecuritystatidards.ot-2/securitv standards/pci dss.shtmI or contact Customer Service at 1-800-725-1243 for more inforination. PROCESSING CRIEDn'TRANSACTIONS Credit Transaction Receipt. Conipany must issue a Credit Transaction Receipt, instead of issuing cash or a check,, as a refund for any previous Transaction. Servicer will debit the DDA for the total face amount of each Credit Transaction Receipt Submitted to Sci-vicer. Company must not submit a Credit Transaction Receipt relating to any Transaction Receipt not originally submitted to Servicer, and Company Must not Submit a Credit Transaction Receipt that exceeds the amount of the original Transaction Receipt. Company must, within the time period specified by applicable Laws or the Card Rules, whichever time period is shorter, provide Servicer with a Credit Transaction Receipt f*or every return of goods or forgiveness of debt for services that was the subject of a previous Transaction in accordance with the Card Rules. Revocation of Credit. Servicer may, in its reasonable discretion, refuse to accept any Credit Transaction Receipt For processing. Reprocessing. Company Must not resubmit or reprocess any Transaction that has been charged back. RETURNS AND EXCHANGES Refunds for a Transaction must be processed by issuing a credit to the Card on which the original purchase 0 was made. You must also prepare a Credit Transaction Receipt for the arnount of credit issued. Do not refund a Card purchase with cash or check. Do not refund cash or check Purchases to a Card. If You have a special policy regarding returns or refunds, make sure that the policy is: • Clearly posted at the point-of-sale 20 Elav' on Operating Guide OG201702 0 Printed on the Transaction Receipt using letters approximately 1/4 inch high and in close proximity to the signature line 11' you are processing an even exchange, no action is necessary, However, if" all exchange involves merchandise of greater or lesser value, you must issue a Transaction Receipt or a Credit Transaction Receipt for the difference. If you prefer, you may instead give a full refund to the Cardholder for the original Transaction amount and process the exchange as a new Transaction. ADDITIONAL REQUIRENIEN'i's APPLICABLE 'ro DEBIT CARD, PIN-AUTHORIZED DEBIT CARD AND PREPAID CARD TRANSACTIONS With respect to Debit Card, PIN-authorized Debit Card, and Prepaid Card `transactions, Companies operating in the Merchant Category Codes in the table below must. I. For all Card Present 'transactions occurring at an attended POS Device or at a Cardholder-activated 1110S, Device identified with MCC 5542 (Automated fuel Dispensers), Support partial approvals; 2. I�or all'Fransactions,SUPPOrt full and partial reversals; and 1 For all Card Present Transactions occurring at an attended POS Device and conducted with a Prepaid Card, support account balance responses; each as further described below. MCC 4111 'transportation—Suburban and Local Commuter Passenger, including Ferries tl 4812'Felecornmunication Equipment including Telephone Sales 4814 Telecommunication Services 4816 Computer Network/In florrilat ion Services 48,99 Cable, Satellite, and Other Pay Television and Radio Services 5111 Stationery,Offi cc Supplies 5200 Horne Supply Warehouse Stores 5300 Wholesale Clubs 53 10 Discount Stores 5311 Department Stores 5331 Variety Stores 5399 Miscellaneous General Merchandise Stores 5411 Grocery Stores, Supermarkets 5499 Miscellaneous Food Stores Convenience Stores, Markets, Specialty Stores and Vending Machines 5541 Service Stations(with or without Ancillary Services) 5542 I"tici Dispenser, Automated 5732 Electronic Sales 5734 Computer Software Stores 5735 Record Shops 5812 Eating Places, Restaurants 5814 Fast Mood Restaurants 5912 Drug,Stores, Pharmacies 5921 Package Stores, Beer, Wine,and Liquor 5941 Sporting Goods Stores 59412 Book Stores --1 21 Slav' on Operating Guide OG201702 5943 Off-ice, School Supply and Stationery Stores 5964 Direct Marketing-- Catalog Merchants 5965 Direct Marketing Combination Catalog—Retail Merchants 5966 Direct Marketing Outbound Telemarketing Merchants 5967 Direct Marketing-­lnbOLind Telemarketing Merchants 5969 Direct Marketing-- -Other Direct Marketers,- -riot elsewhere classified C 5999 Miscellaneous and Specialty Retail Stores 7829 Motion Picture-Video Tape Production-Distribution 7832 Motion Picture Theaters 7841 Video Entertainment Rental Stores 7996 Amusement Parks, Carnivals,Circuses, Fortune Tellers 7997 Clubs-----Country Membership 7999 Recreation services not elsewhere classified 8011 Doctors--- not elsewhere classified 8021 Dentists, Orthodontists 8041 Chiropractors 8042 Optometrists, Ophthalmologists 8043 Opticians,Optical Goods,and Eyeglasses 8062 Hospitals 8099 Health practitioners, Medical Services—not elsewhere classified 8999 Professional Services----not elsewhere classified 9399 Government Services ---- not elsewhere classified Partial Approvals. When a Debit Card, PIN-authorized Debit Card, or Prepaid Card Authorization request is sent, the issuer can respond with an approval amount less than the requested arnount. When the approved amount is less than the originally requested arnount, Company should prompt the Customer to pay tile difference with another form of payment. If the Customer does not wish to proceed with all or part of the Transaction (or if tile Transaction "tines out"), tile Company must initiate an authorization reversal Transaction. Full and Partial Authorization Reversals. An "authorization reversal" is a real-time "I'l-ansaction initiated when the Customer decides that it does not want to proceed with tile Transaction or if the Company cannot complete the Transaction for any reason (e.g., the item is out of stock, the Transaction "`times Out" while waiting for the Authorization response, etc.). To initiate an authorization reversal, the Transaction must have already been authorized but not submitted for Settlement. If the Transaction has already been submitted for clearing, then the Company should initiate a void, refund, or other similar Transaction so that the Customer's open-to-buy is freed up and the available balance is restored. A partial authorization reversal should be initiated whenever the Company determines that the final Transaction arnount will be less than the amount of the Authorization. Authorization reversals must be processed by the Company within 24 hours of the original Authorization request for Card Present Transactions and within 72 hours of the original Authorization Request for Card Not Present Transactions; provided, however, that Companies in hotel, lodging, cruise line and vehicle rentals are exempt from this,requirement. Account Balance Response. For some Prepaid Cards, the Issuer is required to include the remainint, available balance on the Cardholder's account in the Authorization response message. If the remaining available balance is included, the Company must print it oil the Transaction Receipt or display it on a Customer facing P'OS Device. 22 Eldv` dn Operating Guide OG201702 Aw)ITIONM, REQuIREMEM"s APPLICABLE To PIN-AurilORIZED DEBIT CARD TRANSACTIONS Debit Card Rules. Company will comply with and be bound by tIiQ Debit Card Rules, which are incorporated by this reference as if fully set Forth herein. F'Acept as otherwise provided below, Company must comply with the general Card acceptance and Transaction processing provisions in this Chapter when accepting Debit Cards. The Debit Card Rules are confidential information of the Payment Networks, and Company will not disclose the Debit Card Rules to any Person except as may be permitted tinder (lie Agreement or under requirements of Laws. Use and Availability of POS Devices and PIN Pads, • A Cardholder's Debit Card information and PIN are confidential. The Company may not request or require a Cardholder to disclose his or her PIN at any point during a'Transaction. • During the Transaction process, the Company must provide a reasonably secure area for Cardholders to enter their, PIN into the PIN Pad. Company is responsible for installing the POS Device and PIN Pad in such a way that Cardholders may enter their PIN into the PIN Pad in a confidential manner. • Company will cause a POS Device and PIN Pad to be readily available for the use of all Cardholders at all of Company's business locations where PIN-authorized Debit Cards are accepted.Company will take all reasonable steps to ensure that all POS Devices and PIN Pads operated at Company's business locations Function with a ininimurn of error, in a reliable manner, and in accordance with the standards established from time to time by Servicer and the EFTNetworks. • Company will use a POS Device to initiate every PIN-authorized Debit Card Transaction, and Company will require that either the Cardholder or the Company insert and "swipe" the Debit Card through the POS Device to initiate every PIN-authorized Debit Card Transaction, except as set forth herein. No PIN-authorized Debit Card Transaction may be initiated unless the Debit Card is physically present. Company will require that each Debit Cardholder enter his or her PIN utilizing a PIN Pad at the POS Device when initiating a PIN-authorized Debit Card Transaction. Company may not require a Debit Cardholder initiating a PIN-authorized Debit Card Transaction to sign a Transaction Receipt or other receipt, or require any other means of identification, No Minimum or Maximum. Company will not establish rninimurn or maximum Debit Card Transaction amounts except to establish a maximum cash back dollar amount not to exceed S200.00 or such lower amount as may be required Linder applicable Payment Network Rules. Pre-Authorization Requests. Company may initiate pre-authorization I-CCILICStS pursuant to the following proCCCILIT-CS: • ,Fhe Cardholder must enter the PIN on the PIN Pad. • The Debit Card Must be inserted and"swiped" through the POS Device. The pre-ai.10101'iZat ion request must be for a specific dollar amount and only goods and services, including applicable taxes, may be purchased, The subsequent purchase pre-authorized hereunder Must be completed within two(2)hours after the original pre-authorization request. Funds Nvill not be transferred with respect to a pre-authorization request. • In order to complete the subsequent purchase pre-authorization, Company will transmit a completion message indicating the actual dollar amount of the Debit Card Transaction. and will comply with all requirements of a purchase Debit Card Transaction, at that time, except that entry of a PIN and "swiping" of a Debit Card is not required to complete the subsequent purchase if these steps were properly taken in order to pre-authorize such purchase. Such subsequent purchase will not be authorized or completed unless the actual dollar amount of the purchase is less than or equal to the amount specified in the pre-authorization request, 23 Eldv' oh Operating Guide OG201702 • If Company initiates pre-authorization requests, it will support the processing of partial pre- authorizations, Debit Card Transactions. Companies that accept PIN-authorized Debit Cards will support the following Debit Card Transactions: • Purchases, and • Merchandise credits, Company may also support the following Debit Card Transactions if supported by the applicable EFT Network: • Purchase with cashback,and Balance inquiries. Prohibited Transactions. Company will initiate Transactions only for products or services approved by Servicer. In no event will Company initiate, allow, or facilitate a gambling or gaming transaction, or fund a stored value account for such purposes. Transaction Receipt Requirements. At the time of any Debit Card Transaction (other than a balance inquiry or pre-authorization request), Company will make available to each Cardholder a Transaction Receipt that complies fully with all Laws,and containing,at a minimurn,the following information: Amount of the Debit Card Transaction; • Date and local time of the Debit Card Transaction; • Type of Transaction; • If during the Debit Card Transaction the Cardholder is prompted to select the type of account used, then the type of account accessed must be displayed on the Transaction Receipt; Truncated Debit Card number(showing the final four(4)digits); • Company's name and location at which the Debit Card Transaction was initiated; • Trace or retrieval reference number; • Authorization Code; • Unique number or code assigned to the POS Device at which the Debit Card Transaction was made; and • Status and disposition of transaction (approved or declined), Merchandise Returns. Company may electronically perform a merchandise return (if permitted by the applicable EFT Network) for a Debit Card Transaction only at the same Company named on the Transaction Receipt where the original Debit Card Transaction was initiated. If permitted, a merchandise return requires the following procedures: C, • The Cardholder must re-enter the PIN on the PIN Pad; • The Debit Card must be inserted and"swiped'through the POS Device; and • Company must transmit the reference number or Authorization Code and the exact dollar amount of the Debit Card Transaction to be returned. For all merchandise returns or any other debit return initiated through Company's POS Device or account, Company bears all responsibility for such Transaction even if fraudulent. Balance Inquiries. Company may accommodate balance inquiries if the applicable EFT Network and the Issuer support the balance inquiry function, provided that the Company requires that the Cardholder enter their PIN on the PIN Pad and insert and"swipe"the Debit Card through the POS Device. --1 24 Ela'von Operating Guide OG201702 Purchase with Cash Back. Company may offer purchase with cash back Transactions pursuant to the Following procedures: Z� • For each purchase with cash back, Company will transmit in its Transaction message the amount of cash given to the Cardholder(if'permitted by Servicer's Debit System). • If a request for Authorization of a purchase with cash back is denied solely because the cash requested exceeds the Debit Card Issuer's limit on cash withdrawals, Company will inform the Cardholder of the reason for the denial and that a new purchase Transaction in tile arnount of the purchase alone might be approved. • The amount ol'cash back may be limited by the Ff"T Networks or Issuer. Technical Problems. Company will ask a Cardholder to use an alternative means of payment if the Servicer Debit System, the POS Device, or the PIN Pad is inoperative, the electronic interface with any F-J"T Network is inoperative, or the magnetic stripe on a Debit Card is unreadable, and Company elects not to or is unable to store Debit Cart]'Fransactions. Adjustment. A Debit Card Tnuisaction may be adjusted if an error is discovered during Company's end- of-day balancing only by means of"a written request from Company to Servicer. The request for adjustment must reference a settled Debit Card Transaction that is partially or completely erroneous or a denied pre- authorize Transaction for which tile pre-authorization request was approved. Ali adjustment must be completed within rorty-five(45)days after tile date of the original Debit Card"Transaction. Termination/Suspension. When requested by any LIT Network, in its sole discretion, Company will immediately take action to: (i) eliminate any fraudulent or improper Transactions; (d) suspend the processing of Debit Card Tran sac t ions; or(iii)entirely discontinue acceptance of'Debit Card Transactions. SPECIM.REQLAREMENTs APPLICABLE To INTERNET PIN-BASED CARD TRANSACTIONS Acceptance of Internet 1"IN-Based Card Transactions. This section describes certain special requirements applicable to Internet PIN-Based Card Transactions. Fxcept as specifically provided in this section, Company will comply with the general provisions of this Chapter regarding PIN-authorized Debit Card Transactions with respect to Interact PIN-Based Card Transactions, For the avoidance of doubt, Internet PIN-Based Card Transactions are Card Not Present Transactions. Therefore, notwithstanding anything in this Operating Guide to the contrary, Company is not required to'"swipe" a Card in conjUnCtiOT1 with any Internet PIN-Based Card Transaction and tile Cardholder and the Card are not required to be present at the time or the sale. Fees for Internet PIN-Based Card Transactions will include Authorization, Interchange and access fees,as defined by the respective EFT Network or Interactional Network. Domestic Internet PIN-Based Debit Card Processing Services. If Company has elected to receive Domestic Internet PIN-Based Debit Card Processing Services, Company may Submit for- processing Domestic Internet PIN-Based Debit Card Transactions involving Debit Cards issued rot, acceptance over those EFT Networks identified by Servicer from time to time. Company acknowledges that Servicer may not be able to accept Transactions Ior.Debit Cards on all the LFTNetworks. International Network Requirements. a. If Company has, elected to receive International Internet PIN-Based Card Processing Services, Company may Submit For processing International Internet PIN-Based Card Transactions involving Cards issued for acceptance over the International Networks identified on Schedule A (Schedule Of Fees)to the Agreement. b, Company is not permitted to submit International PIN-Based Credit Card Transactions for processing pursuant to this Chapter unless specifically indicated on Schedule A (Schedule of Fees) to tile Agreement. 25 Elavon Operating Guide OG201702 c. Except to the extent superseded by this Chapter, Company's acceptance and processing of International Internet PIN-Based Card Transactions will comply with the provisions of the Operating Guide applicable to acceptance and processing of.'PIN-based Debit Card Transactions, and references to "Debit Cards" in Such provisions will be understood to include International Debit Cards (and, if Company is permitted to accept International PIN-Based Credit Card Transactions pursuant to Schedule A(Schedule of Fees)to the Agreement, International Credit Cards). d. If Company supports Internet PIN-Based Card Transactions, Company will comply with and be bound by the International Network Requirements and Internet PIN-Based Card Transaction Documentation, which are incorporated by this reference as if fully set forth herein. 'file International Network Requirements and Internet PIN-Based Card Transaction Documentation are confidential information of the International Networks or of Servicer, as applicable, and Company will not disclose the International Network Requirements or the Internet PIN-Based Card "transaction Documentation to any Person except as may be permitted under the Agreement or under requirements of Laws. If compliance with this Chapter, any other part of the Operating Guide, or the Agreement would cause Company to violate applicable International Network ReqUirernents or Laws, Company will comply with Such International Network Requirements or Laws. Use and Availability of Internet PIN Pads, • A Cardholder's Card information and PIN are confidential. • During tile "transaction process, an Internet PIN Pad with appropriate technology will be used to ZD -1 maintain the confidentiality of the Cardholders Card information and PIN. • Company Will use appropriate technology for every Internet PIN-Based Card Transaction so as to prevent the unauthorized recording or disclosure of a Cardholder's PIN. Company will take all reasonable steps to ensure that all Internet PIN Pads operated at Company's internet website function with a minimum of error, in a reliable manner, and in accordance with tile standards established from time to time by Servicer and the applicable EFT Networks or International Networks. • Company Will require that each Cardholder enter his or her PIN on an Internet PIN Pad when initiating an Internet PIN-Based Card"transaction. Surcharges. Company may not add any amount to the posted price or goods or services Company offers as a condition of paying with a Card except as permitted by tile Operating Guide and the applicable Card Rules or International Network Requirements. Transaction Receipt Requirements, At the time of any Internet PIN-Based Card Transaction, Company will make available to each Cardholder a Transaction Receipt that complies with all International Network Requirements and Laws and includes: + Amount of tile Internet PIN-Based Card Transaction, or if a Convenience Fee applies, the aniOUnt debited from the Cardholder's account (exclusive of the Convenience Fee, shipping, handling and other fLes), and the amount debited from the Cardholder's account(inclusive of the fees); • Description of the goods or services and, for transactions involving the shipment of goods, tile promised ship-by date; • Date and local time(at Company's physical address)of the Internet 111IN-Based Card Transaction; • Type of Transaction; Authorization Code, if availabIe; Type of account accessed; truncated Card number(showing the final four(4) digits); • Cardholder's name,email address,and telephone number; • Company's name, Merchant Identification Number, customer service contact information, and the website address at which the Internet PIN-Based Card Transaction was initiated: and • Trace or retrieval reference Refunds / Cashback / Balance Inquiries. If permitted by tile applicable International Network or El"T Network, Company may electronically perl'orin a merchandise return or refund lbr an Internet 26 Elavon Operating Guide OG201702 11IN-Based Card Transaction. However,credits, balance inquiries and purchases with cash back cannot be perfornied as Internet PIN-Based Card"transactions. Merchandise Returns. Company may electronically perform a merchandise return (if permitted by the applicable EFT Network or International Network) for an Internet PIN-Based Card Transaction only if Company initiates the original Internet PIN-Based Card Transaction. If such returns are permitted, Company will transmit the reference number or authorization number and the exact dollar amount of the Internet PIN-Based Card Transaction to be refunded. Technical Problems. Company will ask a Cardholder to use an alternative ineans, of payment it' the Servicer Debit Systern, the Internet PIN Pad, or the electronic interface with any EFT Network or International Network is inoperative. Termination / Suspension. When requested by Servicer, Company will immediately (i) eliminate any fraudulent or improper Transactions; (ii) suspend or terminate the acceptance of"Internet P,IN-Based Card Transactions with respect to a specific EFf Network or International Network; or(iii)Suspend or terminate the acceptance of all Internet PIN-Based Card Transactions. Risk of Internet P,IN-Based Card Transactions. Company understands that Internet PIN-Based Card Transactions may be high risk and there is, a risk that a Cardholder's PIN may be tracked or improperly disclosed if the Internet PIN Pad and other appropriate security technology is not in place. Company is responsible for implementing and maintaining its own security technology. Accordingly, Company indemnifies Servicer against any claims made by a Cardholder regarding the unauthorized disclosure of Such Cardholder's PIN in any Internet PIN-Based Card"transactions submitted to Servicer for processing. OTHER TRANSACTION TYPES Company pray solicit the following other Transaction types provided that (a) Company discloses such method of processing to Servicer in the Company Application or otherwise in writing, (b) Company has been approved by Servicer to Submit such Transactions, and (c) Company meets the additional requirements for tile applicable type of Transaction set out below, If Company completes any of'these Transaction types without having received Servicer's approval, then Company will be in breach of the Agreement and Servicer may terminate the Agreement in addition to any other remedies available under tile Agreement, Laws, or Payment Network ReQUlations, and Company may pay a surcharge on each such Transaction. RECURRING PAYMENTS AND PRE-AUTHORIZED ORDERS Recurring Payments are Transactions for which a Cardholder provides written pet-Iflission or electronic authorization to a Company to periodically charge his or her Card for recurring goods or services (e.g., monthly membership fees, utility bills, insurance premiums, or subscriptions). When processing Recurring Payments,you must obtain a separate Authorization Code for each Transaction. Pre-authorized Orders are Transactions in which the Cardholder provides written or electronic authorization to charge his or tier Card, one or more times, at a future date. You must be authorized by us to process Pre-authorized Orders. You must obtain a signed order lorni or other written agreement from the Cardholder for all Recurring Payments and Pre-authorized Orders, The order form or agreement must contain the f'ollowing information: • Card number • Card expiration date • Cardholder's name • Cardholder's signature 27 Elavon Operating Guide OG201702 Transaction amount(charged to the Cardholder's Card) Charge frequency (weekly, monthly, etc.) Length of time over which the recurring charges will occur • The words"Recurring Payment"or"Pre-authorized Order"written on the signature line of the Transaction Receipt YOU must keep a copy of the order form or written agreement for the duration or the recurring service. You must also provide a copy of the order form or agreement for Recurring Payments or Pre-authorized Orders Z.� to US Upon request. A new order f*6rrn or written agreement with the Cardholder is needed when a Recurring Payment is renewed. Recurring Transaction Requirements. Company will not complete any recurring Transaction after receiving: (i) a cancellation notice from the Cardholder; (ii) a notice from Servicer that authority to accept recurring Transactions has been revoked; or (iii) a response that the Payment Device is not to be honored. Company is responsible For ensuring its compliance with Laws with respect to recurring Transactions. Limitations on the Resubmission of Recurring Transactions. In some limited instances, Company may resubmit a declined preaUth0rized recurring Transaction LIP to four (4) times within sixteen (16) calendar days of the original Authorization request, provided that the decline response is one of the following: (i) authorization denied; (ii) insufficient funds; (iii) exceeds approval amount limit; or(iv) exceeds withdrawal frequency. Recurring Transaction Receipts. Company must print legibly on the Transaction Receipt the words "Recut-ring Transaction." Company Must obtain the Cardholder's signature, which may be an electronic signature or other similar authentication that is Cft`CCtiV0 Linder applicable Laws, oil the Transaction Receipt. Company must also include the frequency and duration or the Recut-ring Transaction authorization, as,agreed to by the Cardholder,oil the Transaction Receipt. Electronic Commerce Recurring Transactions. In addition to the above, for an Electronic Commerce Transaction, Company must also provide a simple and easily accessible online cancellation procedure that complies with Laws, if the Cardholder's request for goods or services was initially accepted online, Recurring Transactions with Varying Amounts. For Recurring Transactions of varying amounts, all of the following apply: (i) the order form must allow the Cardholder to specify a minimum and maxii-ourn Transaction arnount to be charged, unless the Cardholder will be notified of the amount and date of each charge, as specified in the remainder of this section; (ii)Company must inform the Cardholder of their right to receive, at least ten (10) calendar days prior to each scheduled Transaction Date, written notification of the amount and date of the next charge; and (iii) the Cardholder may choose to receive the notification in all), of the following ways: (a) for every charge, (b) when the Transaction amount does not fall within the range of amounts specified on the order form; or(c)when the Transaction amount will differ from the most recent charge by more than an agreed upon amount. Company is responsible for ensuring that all Z� communications with,and disclosures to, Cardholders comply with Laws. To perform a Pre-authorized Order, follow these specific guidelines: • Separately authorize cacti "Fransaction for the exact amount of that Transaction, instead of authorizing the entire amount of all the Transactions or no amount at all. • If'applicable to the 'Transaction, write the words "Delayed Delivery," and "Deposit" or "Balance" oil the Transaction Receipt- The Authorization date and Authorization Code must also be printed on the Transaction Receipt. While you may process tile Transaction for the ",Deposit" before delivery of the goods and/or services, you may not process the"Balance"of the Transaction Until the goods and/or services are delivered. --1 28 Elavon Operating Guide OG201702 QUASI-CAStil TRANSACTIONS Quasi-Cash Transactions represent the sale of items that are directly convertible to cash. Examples of Quasi-Cash Transactions include: • Casino gaming chips Money orders • Deposits • Wire transfer money orders • Travelers cheques • Travel money cards • Foreign currency You Must be authorized by us to process, Quasi-Cash Transactions. No Company may process a Quasi- Cash Transaction as a cash disbursement. ACCEPTANCE AND ADDITIONAL REQUIREMENTS In addition to the general requirements described in Chapter 2, Transaction Receipts, Companies processing Quasi-Cash Transactions must: • Review identification (Such as a valid passport or driver's license) to validate the Cardholder's identity, • Record the type or identification presented by the Cardholder oil the Transaction Receipt, along with the serial number, expiration date, and Cardholder name(if different than the embossed name on the Card)and address. • For Visa and MasterCard: Record the printed four digits from the face of the Card(found above or below the embossed account number) on the Transaction Receipt. Refer to Chapter 4, Unique (.'ard Characteristics for more information, • For Discover Network: Record the printed three digits on the signature panel on the back of the Card on the Transaction Receipt. Refer to Chapter 4, Unique COrd C.haracteristics for more information. • Compare the first fOUr digits of the Card account number on the printed Transaction Receipt with the first four di-its of the embossed Card account number. If they do not match, decline the Transaction and attempt to recover the Card (reasonably, lawfully, and peacefully), while also noting a description of the Cardholder. CONTACTLEss TRANSACTIONS The Contactless Transaction requirements are as follows: Participation. Cornpany is responsible for: I. E'nSffing that all PPS Devices that accept Contactless Cards for Transactions meet the applicable Credit Card Association specifications, are approved by Services and/or the applicable Credit Card Associations for use with Contactless Cards, and are configured to transmit the data elements required for Contactless Transactions. 2. Complying with all Payment Network Regulations applicable to Transactions conducted with Contactless Cards, including all operating requirements, technical guides and other requirements specified by the applicable Credit Card Associations in connection with the acceptance of Contactless Cards. 29 Elav' on Operating Guide OG201702 Registration. It is Company's responsibility to ensure that it is eligible and has been approved by Servicer to accept Contactless Cards, and that Company has been registered with the applicable Credit Card Associations to participate in their respective Contactless Card payment prograln(s). Processing. Company is responsible for: L Providing any data in the Authorization request as required by the applicable Credit Card Associations. 2. Transmitting the full and unaltered contents of Track I or Track 2 data of the Card's Magnetic Stripe or Contactless payment chip in the Authorization request. 3. Ensuring that Transactions are not processed as Contactless Transactions if currency conversion is performed. 4. Submitting only a single Authorization per clearing Transaction. Companies that are eligible for both a Credit Card Association's No Signature Requirement Program and to Z� accept Contactless Cards may combine these programs to further enhance the benefits of accepting Contactless Cards and participating in a No Signature Required Program. 30 Elav" On Operating Guide OG201702 Chapter 3 Settling Daily Transactions '['his Chapter describes how to settle your daily Transactions. The guidelines for Settlement within this Chapter can help you: • Ldirninate balancing errors • Promptly record deposits to your DDA • Prevent duplicate billing to CUStOnlers • Minimize Charoebacks SETTLING THE DAILY BATCH To settle the daily Batch, perform the following steps: 1. Total the day's Transaction Receipts and Credit Transaction Receipts. 2. Verify that the Transaction Receipts equal the POS Device totals. You may print a report from Your POS Device to assist you with balancing. For more inforl-nation about balancing, refer to the instructions that came with your POS Device, If the totals do not balance,then do the following: • Compare the Transaction Receipts to the individual entries in the POS Device, • Make any necessary adj List rnerr Ls before transmitting or closing the Batch. To make adjustments, refer to the instructions for your POS Device. 3. Close the Batch according to the instructions for your POS Device. NOTE: Submit your D-tinsactionslbr processing daily to obtain the most'fimorable pricing. PAPER DEPOSITS, If you are not using a POS Device, You Must deposit Discover Network, Visa and MasterCard Transaction Receipts or Credit Transaction Receipts within three(3)business days, except: 1. The Transaction Receipts or Credit Transaction Receipts must not be presented until after the products are shipped or,the services are performed unless, at the time of the Transaction, the Cardholder agrees to a properly disclosed delayed delivery of the products or services. 2. When the Company receives Cardholder authorization for a delayed presentment (in which case the words"Delayed Delivery" must be noted on the Transaction Receipt or Credit Transaction Receipt), Elav" on Operating Guide OG201702 3. When the Company is obligated by law to retain the Transaction Receipt or Credit Transaction Receipt or return it to a Customer upon timely cancellation, in which case the Company should present the record within ten(10)business,days after the Transaction date. 4. When the Company has multiple locations and uses a central facility to accumulate and present records to Servicer, in which event the Company Must present the record in accordance with applicable law and, in any event,within thirty(30)calendar days of the Transaction date. Please include a Batch I-leader with your Transaction Receipts. PREPARING PAPER DEPOSITS To prepare a paper deposit, follow these steps: I. Place your Company Identification Card and tile Batch IrJeader in the Imprinter. 2. Imprint the information onto the Batch Header. 3. I'mer the total number and dollar amount of Transaction Receipts. It is not necessary to separate tile Discover Network, Visa and MasterCard Transaction Receipts. 4. Enter the total number arid dollar amount of Credit Transaction Receipts. 5. Review the Transaction Receipts and Credit Transaction Receipts to make sure they bear legible Discover Network, Visa or MasterCard numbers and amounts. Visa uses 16-digit account numbers beoinnina with a "4" and MasterCard uses 16-digit account numbers beginning with a -5." Discover Network uses 16-digit account numbers beginning with a-6." 6. I"nter the net amount of the Transaction Receipts and the Credit Transaction Receipts. 7. F'ill in the date and your DDA (Dornand Deposit Account)number. 8. I'lace the bank copy of all Transaction Receipts arid Credit Transaction Receipts behind the Batch I leader and insert them into the Company deposit envelope, which is addressed to the paper Processing center. If you need additional Company deposit envelopes,please contact merchant services. 9. Retain a copy of the Batch I-leader, along with your Copies of the Transaction Receipts and Credit Transaction Receipts for your records. 10. Make Sure the paper processing center address is on the front of the envelope, It. Mail the Company deposit envelope. 12. Store paper drafts, appropriately. For storage requirements for paper drafts in compliance with the PCI Data Security Standard, visit: http://wwi%,.pcisecuritVstandards.or2/secijrity standards/pei dss.shtnil. ADJUSTMENTS If we detect an imbalance between your Batch Header and the attached Transaction Receipts, we make an adjustment to your DDA and send you an adjustment notice. Remember, adjustments differ frown Chargebacks. If you have any qUCStiOflS concerning an adjustment, contact merchant services. The most common reasons for adjustments include: • The Transaction Receipts received do not match tile amount shown on the Batch Header. • A Card number is invalid or illegible. To receive credit, you must correct the number and resubmit the Transaction Receipt with a new Batch Header, • Your DDA was credited in error or has been debited to reflect a Negative Deposit. Remember to reconcile your monthly Company Statements with your DDA statement, along with any adjustment notices you may have received, --1 32 Elav" on Operating Guide OG201702 Chapter AW M1 AIF M1 My rreventing Card Fra�ud It is important to take steps to educate yourself and YOUr staff to reduce your risk of accepting a counterfeit or fraudulent Card Transaction. Remember that you are responsible for all Chargebacks, including those for fraudulent Transactions. Fraudulent Card sales involve an invalid Card account number or, more commonly, a valid Card number presented by an unauthorized User. Fraud normally occurs within hours of the loss, theft, or compromise of a Card number or Card, and before most victims report the. Card missing or discover the compromise. If a Transaction is, declined, do not request a Code 10 Authorization and do not complete the Transaction. However, if you receive an Approval Code but suspect a Card has been altered or is counterfeit, call the Voice Authorization Center and request a Code 10 Authorization (see Chapter 5, Code 10 Procudurc-u), 'fire following sections provide tips to assist you in protecting Yourself against fraud losses. IDENTIFYING SUSPICIOUS CUSTOMER ACTIONS Common sense is the best guide for spotting Suspicious behavior. Be sure You combine watchfulness with proper Card identification and validation techniques. Be aware ot'customers who: • Make indiscriminate ]at-,,c dollar purchases without regard to size,color, style, or price • Question the sales clerk about credit limits or the Authorization process • Attempt to distract the sales clerk(e.g.,continually delay selections,talk continuously) • Slurry a clerk at quitting time • Purchase a high-ticket item, Such as a wide-screen HDTV monitor or other large item, and insist on taking it immediately, rather than having it delivered -even when delivery is included in the price • Bay a high-ticket item and request that it be sent next day air or request for sorneone else to pick Lip the purchase at a later tirne • Pull a Card from a pocket rather than a wallet • Sign the Transaction Receipt in a deliberate or unnatural manner • Appear too young to make purchases with a Card --1 33 Elav" on Operating Guide OG201702 • Buy clothing without trying it on for size or decline alterations that are included in the price • Charge expensive items on a newly valid Card • Do not have a driver's license, tell you that his or her driver's license is in the car, or provide only a temporary license without a photo • Do not ask questions on major purchases • Make purchases, leave the store, and return to make more purchases • Make purchases just after the store opens orjLlst before it closes • Use a Card belonging to a friend or relative • Ship purchases to an address outside ofthe U.S. • Recite the Card number from rneniory rather than presenting the Card itself 0 Ask to see the Card again before signing (lie Transaction Receipt IDENTIFYING SUSPICIOUS CARD NOT PRESENT TRANSACTIONS The increased use of Electronic Commerce, mail, and telephone orders has resulted in an increasing amount of fraud, If you accept Card Not Present Transactions, take Caution if a customer attempts to: 0 Request delivery to a freight forwarder • Order goods and/or services via a fi-ce e-mail service • Request that an order be rushed and wants a tracking number as soon as possible • Purchase items that the company does not sell (the most common items are laptop COMPLIters and Cellular phones) • Use more than one Card for any given purchase(also known as a"Split Ticket-) • Use Cards that have sequential numbers or patterns • Place an unusually large or uncommon order compared to your typical Transactions • Use a Card issued by a foreign bank along with one ofthe other actions within this list • Request delivery to a post office box • Request delivery to a foreign country • Utilize phone relay service where the Cardholder does not speak directly to the Company • E-mail purchase orders that involve multiple Card accounts in which each order includes the same product and dollar amount.']'his is sometimes common for Transactions resulting in foreign Card fraud I • Place an order and then call back to place subsequent orders using the same or different Cards You should be particularly careful ifyou sell products that are easily resold. For example, computers and computer equipment, printer catiridges, and jewelry are more Susceptible to fraud than perishable items such as food.---although criminals can victimize virtually any type of business. NOTE: !fyou receive an order fi)r a large purchase jbr delivery to afin-eign country or to afi-eiqht we recommend that you contact your Voice 4uthorization Center to reqnest a Code 10 specijlcallv hlenl�ffing the Transaction as a large.1breign shipment Transaction. 34 Elav" on Operating Guide OG201702 IDENTIFYING VALID CARDS Cat-cis share similar qualities to help identify their validity, and there are anti-fraud safeguards unique to each Card brand. CARDS AND SIGNATURES You Should not accept a Card that is not signed. Many Card users write "Use other ID" (or something similar) in the signature panel because they believe it provides a higher level of security. This is not actually true, it simply allows a thief to sign his or her own name or use a fake ID with any signature. Ifan unsigned Card is presented to you: 1. Inform the customer that the Card must be signed. 2. Have the Customer sign the Card in your presence and provide a current, valid government 11) that has been signed (such as a passport or driver's license). Do not accept a temporary form of' ID, such as a temporary driver's license that does not have a photo. 3. Compare the signature on the ID to that on the Card. 4. If the custorner refuses to sign the Card,do not complete the Transaction. Remember,you are liable for any Transaction processed with a fraudulent Card. CARD PROCESSINGTIPS After you swipe a Card, the 110S Device prompts You for specific information. 'The POS Device may also prompt you to enter the last four digits or the account number to verify that the embossed account Z� number matches the number on the Magnetic Stripe (on the back of the Card). If the numbers do not match, the POS Device indicates a mismatch of the digits or an invalid Card. Do not accept the Card. Once you receive an Approval Code, verify that the Card number on the Transaction Receipt matches the number embossed on the Card. If it does not match, do not accept the Card. CHARACTERISTICS OF MOST CARDS These characteristics typically apply to most Card brands. • Overall Card Quality: A Card may be any color (but is never laded or washed out) or feature a background pattern or photograph. The Card's edge should be st-nooth and clean, never rough. The print S1101.11d be crisp and clear. • Matching Account and BIN Numbers: An identical series of' numbers (known as the Batik Identification Number [BIND is printed directly above or below the first flour embossed numbers on the Card and in the signature panel. • Embossing Quality: A hot iron is sometimes used to smooth embossed numbers and then emboss new numbers. When this is done, the numbers can appear irregular in spacing or in vertical alignment, or there can be a slight "halo" around the numbers. 'I'his technique is also used to modify the expiration date, so check both the month and the year for alterations. Refer to Chapter 4, Lvamples(?17cnnperh g for details. • Hologram Quality: An authentic Hologram Sh0Ufd reflect light and change in appearance as you move the Card. It should barely catch your fingernail, but should not be such that you can peel it off. A fake Hologram is often a sliver of tin foil that lacks the features of an authentic Hologram. Z�l • Card Account Number and Card Identification Number: "The signature panel on the back of the Card should include either the entire Card account number or its last four digits, followed by the Card Identification Number. These numbers should be printed in reverse italics and should match the embossed numbers. 35 Elav" on Operating Guide OG201702 • Signature Panel (quality: The signature panel should not be defaced (e.g,, peeled-off white plastic, smudged imprinting, or "void" appearing in the signature panel), Refer to Chapter 4, Examples oj"Tani1wring for details. • Signature Panel Print Design: With the exception of some ATM Cards and various Store- branded Cards, signature panels are rarely plain white, They usually contain an overprint or watermark. UNIQUE CARD CHARACTERISTICS For the unique Card design elements specific to the Cards, please visit the following Card websites. • MasterCard: • Visa: Nlttp://L�sa.vis,,t.cc)iii/l)ei-sorial/cai-dsrIci-edit/itidex.litilli • American Express: littT �vw// �v20l.aiiiericaiiexorcss.coiii/,—,v20 1.aiiiericaiiexoress.com/,rettliceardd/liollic • Discover Network: litti)://w°ww.discovei-cai-d.cotii EXANIPLES oi:TAMPEAING The following section identifies common Card tampering techniques. Although an American Express tn Card is used in the examples, these tampering methods are widespread arnong all Card types. FRAUDULENT EMBOSSING Characteristics of fraudulent Embossing include: 2 Figure 4-5.Example of Fraudulent Embossing • The black ink on the Card number(1)or Cardholder name(2) is smudged or messy. • The Embossed numbers are crooked, out of line, or unevenly spaced(2). • The typeface of the Card account number does not match the rest of the Card typeface(2). • The Card number embossed on the front does not match the number printed on the back (1). ALTERED MAGNETIC STRIPE Characteristics of altered Magnetic Stripes include: • The Card number on the printed Transaction Receipt does not match the number embossed on the front ofthe Card or imprinted oil the back. 36 Elav" on Operating Guide OG201702 • The name printed on the Transaction Receipt does not match the name embossed on the Card- • The Magnetic Stripe is deliberately scratched or altered making it necessary to,manually key the Card account number. • The signature panel has been whited Out, taped over or erased. IDENTIFYING SUSPICIOUS EMPLOYEE ACTIONS Be aware - not all Card fraud is committed by Customers. Sometimes employees engage in fraud using the following activities: • Record. Card Numbers: J."Imployees may pocket receipts left behind by Cardholders or may write Card numbers on another piece of paper, • Use Card Skimmers: I"Imployees may use a Card skimmer (i.e., a battery-operated, hand-held electronic device) that reads a Card's Magnetic Stripe and records it to memory. Card nurnbers, are then downloaded from the skimmer and used to make counterfeit Cards or make unauthorized purchases. Some Card companies offer a reward for infbi-oration leading to the arrest and conviction of anyone involved in the manufacture or use Of Counterfeit Cards. • Process Credit Transactions to Personal Card Accounts: Employees may issue credits to their own Card or to an accomplice's Card using the Company's POS Device. Often these credits do not have an offsetting prior sale. NOTE: Most PO.5 Device products alloy v a Compaqv to require a password in order to process a Credit Transaction. To help prevent employee-related fraud, do the following: • Reconcile your work daily rather than monthly. • Password protect your 110S Device, if this feature is available. • Disable the credit flinction on Your POS Device. • Secure your POS Device during non-business hours. FACTORING Factoring (also known as Laundering)occurs when you process another person's transactions through your Conipany, account. Processing transactions which belong g to another person or business is in violation of the Agreement and is prohibited by law in many states. Factoring may result in the termination of your Card acceptance privileges, Be wary of the "fellow business person" who offers to pay you to process card transactions in return for a fee. These transactions are often questionable or fraudulent. These schemes typically result in a flood of Chargebacks which are debited frorn your DDA. By the time you realize this has occurred, the other business Will most likely have relocated under a different name. To protect you From these schemes and the devastating losses that ensue, educate Yourself and your stall' about this serious problem and immediately report Factoring propositions to us or to the U.S. Secret Service. Remember, You are responsible for all transactions processed using your MID, so make sure that all transactions processed through your account represent transactions between You and the Cardholder. Company will not present for processing or credit, directly or indirectly, any Transaction not originated as a result of a transaction directly between Company and a Cardholder or any Transaction Company knows or should know to be fraudulent or not authorized by the Cardholder. Perpetrators of fraudulent Transactions will be referred to law enforcement officials. Company will not deposit any Transaction Receipt representing the refinancing of an existing obligation of a Cardholder. --1 37 Elav' on Operating Guide OG201702 Chapter 5 Code 10 Procedures Code 10 is a term used by tile Credit Card Associations to refer to suspicious or questionable Transactions, Cards, or Cardholders. If you are Suspicious of a Card `Transaction, contact your Voice Authorization Center and request a Code 10 Authorization. Using the tern? "Code 10" allows you to call the Voice Authorization Centel- to question the Transaction without alerting the Cardholder. Follow tile instructions given to You oil how to proceed to minimize any discornfort between You and the Cardholder. NO TE: Be alert to individuals who contact your business via phone or the Internet attempting to make lat,qe purchases,lbr overseas shipment, direct or through a freight.1brivarder. These individuals Inqy Wilize one or more Carcls in their "urgent"reqw"W. lfyou receive such a request, we encourage you to contact your Poice 4ulhori:alion Center to reqUeSt a Co4le 10, spec fically the Transaction as as large foreign shipinew Transaction. NO1 TE: Frauchilent transactions, even when authoi*ed, are sutjecl to Chargebock,5, and_final pqvinent is not guaranleetl CODE 10 AUTHORIZATION NUMBERS "To request a Code 10 Authorization for a Discover Network, Visa or MasterCard 'Transaction, call the telephone number on your Voice Authorization sticker(located on the 130S Device). To request a Code 10 Authorization for American Express, call one of the following numbers: (800) 528-2 12 1 (provides Approval Codes and verifies names and addresses) (80(1) 876-9786(validates Consumer information) WHAT TO DO WITH AN UNAUTHORIZED CARD If you are informed that a Card has been reported lost or stolen, or is otherwise invalid, do not complete the Transaction. Card Recovery. If Company chooses to recover any Card, Company will use reasonable, peaceful means to recover any Card: (i)on Visa Cards, if the printed four digits below the embossed account number do not match the first four digits of the embossed account number; (ii) if Company is advised by Servicer (or its designee), the Issuer, or the designated voice authorization center to retain it; (iii) if Company has reasonable grounds to believe the Card is lost, stolen,counterfeit, fraudulent, or otherwise invalid, or its use is not authorized by the Cardholder; or (iv) for MasterCard Cards, if the printed four digits below the embossed account number do not match the first Imir digits of the embossed account number, or the Card does not have the-Twin Globes" hologram oil the lower right comer of tile Card face. 38 Elav' on Operating Guide OG201702 If you are instructed to retain the Card, follow these procedures: Maintain a record of the Card number in Your riles. • Cut the Card through the account number lengthwise without damaging the Magnetic Stripe. • Gather the following information: • Company's name, MID, telephone number, and address • Employee's name,, telephone number,and address • Card account number • Reason For recovery • Mail the information to: Exception Processing, ATTN: Card Pick Up Flavon, Inc. 7300 Chapman Highway Knoxville, TN 37920 NOTE: Do not challenge the Card user. Avoid anj7 pl ysicul conftontation with oqyone u,ho inqy he ushkg a lost, stolen, or otherwise invalid Cai-d Do not jeopardize your sq1&1j;, or dial rip'your eniploYees or Cus-tolners. Once the person leaves your location, note in writing his or her physical characteristics and any other relevant identification information. Keep in mind that a reward may be offered by the Issuer for the recovery and return of lost,stolen,or otherwise invalid Card. 39 Elavon Operating Guide OG201702 Chapter Retrieval Requests and Chargebacks A Cardholder or issuer may dispute aTransaction for any number of reasons, including a billing error, a quality dispute, or non-receipt or goods and/or services. This Chapter describes the process for handling disputed Transactions by explaining Retrieval Requests and Chargebacks. Disputes With Cardholders. All disputes by any Cardholder relating, to any Transaction will be settled between Company and the Cardliolder. Servicer does not bear any responsibility for such Transactions or disputes,other than with respect to processing Chargebacks,under the Payment Network Regulations. No-nFICATION OF RETRIEVAi-,REQUESTs AND CHARGEBACKS Company is fully responsible for all Retrieval Requests and Chargebacks under the Payment Network Regulations. Upon receipt of a Retrieval Request or Chargeback from a Payment Network, Servicer will forward such request or documentation to Company. Company is responsible for responding, as appropriate, to each Retrieval Request or Chargeback, including providing a copy of the relevant Transaction Receipt to, Servicer. In addition, Company will cooperate with Servicer in complying with the Credit Card Rules and Debit Card Rules regarding Retrieval Requests and Chargebacks. The following is a non-exhaustive list of reasons for which Company may incur a Chargeback. It is not a complete list of Chargeback reasons and is intended only to provide the most commonly encountered Situations where a Charge back may occur: Failure to respond to a Retrieval Request or failure to provide a legible, complete, or proper copy of a Transaction Receipt in response to a Retrieval Request 6 Unauthorized use of a Card as alleged by the Cardholder Dispute by the Cardholder over the quality ofgoods or services • Failure by Company to provide goods or services • The Transaction Receipt does not bear the Cardholder's signature • The Transaction Receipt represents a Transaction for which Authorization was initially declined and was subsequently obtained by means Of Multiple Authorization attempts or other means not permitted hereunder • The Transaction Receipt fails to comply with the terms and conditions of the Agreement or fails to comply with the Card Rules • The 'Transaction evidenced by a Transaction Receipt or any other credit extended in respect thereof includes a cash disbursement made by the Company 40 Eldv" on Operating Guide OG201702 • The Transaction evidenced by a Transaction Receipt or any other credit extended in respect thereof is for any reason illegal,null or void • The Transaction Receipt refers, to a Card which has expired or which Servicer has notified Company not to honor • Copies of the Transaction Receipt have been deposited by Company more than once or Servicer has credited the account more than once with the same Transaction Receipt • The Company has processed a Transaction for goods sold or set-vices performed (or alleged to have been sold or perfon-red)by parties other than Company • An Electronic Commerce Transaction is or is claimed by the Cardholder to be unauthorized except where the Company provides Servicer with the appropriate Cardholder authentication verification value which matches that passed to Company by the Issuer for Such Electronic Commerce Transaction 0 You may elect to receive Retrieval Requests and Chargeback notices by U.S. mail, Autofax or online. To update or change the way you receive a Retrieval Request or Chargeback notification, contact merchant services or the Chargeback department at the toll-free telephone number listed on your notice RETRIEVAL REQUESTS A Retrieval Request is made by the Issuer on behalf of the Cardholder for a copy of the Transaction Receipt. A Retrieval Request(also known as a Copy Request)most often occurs when Cardholder: • Loses his or her copy of the Transaction Receipt; • Does not remember the Transaction; or • Questions the Transaction for any reason. The Retrieval Request notice you receive will include the following information to help you identify the Transaction: • Card number. Retrieval Request notices do NOT include the Cardholder's name, because this information is not provided by the Issuer. • Dollar amount. For Transactions charged on foreign Cards, the dollar amount may vary because of currency exchange rates. • Transaction Date, The Transaction Date listed on the Retrieval Request may differ a few days from the date of the actual Transaction. If you cannot locate a specific Transaction Receipt in your records for the date specified on the Retrieval Request notice, search your records for three days before and three days after the Transaction Date listed. When you receive a Retrieval Request notice, you are required to provide us with a copy of the applicable Transaction Receipt so we can send it to the Issuer on your behalf. The Transaction Receipt copy must be clear and legible, signed by the Cardholder, and provided within the time frame specified in the notice. We suggest you maintain Transaction Receipts in chronological order so that you can retrieve them quickly Z� and easily when needed. Records may be stored off site, provided they are secure and readily accessible to the appropriate personnel. Remember, all records must be retained for a rninirnum of two(2)years. Your response to a Retrieval Request may be sent by U.S. mail, Autofax or online, as outlined in the Retrieval Request notice. Due to possible delays using U.S. mail, we recommend that you submit your response via Autofax, online or send it via overnight mail. If you elect to send your response via U.S. rnail, make sure you allow sufficient time to meet the deadline. If we do not receive your response to the Retrieval Request by the deadline given, a Chargeback will be issued and your DDA will be debited for the amount of the Transaction. This type of Chargeback cannot be reversed. To avoid such Chargebacks,You should make it a priority to respond to Retrieval Request notices as soon as you receive them. --1 41 Eldv" on Operating Guide OG201702 CHARGEBACKS A Chargeback is a Transaction disputed by the Cardholder or an Issuer. If you receive a Chargeback, we M, debit your DDA for the amount of the Transaction, including any applicable currency fluctuations, and send you a Chargeback notice. This notice includes the details of the Transaction as well as specific instructions on how to respond. There are several situations in which Chargebacks may occur. The most common Cardholder-initiated disputes include: Dissatisfaction with the quality of merchandise or services received Failure to receive merchandise or set-vices A questionable Transaction • A processing error by Company staff Unauthorized use of a Card While it may not be possible to eliminate Chargebacks entirely, you can reduce their occurrence by resolving issues and disputes directly with the Cardholder and by following the proper Authorization and processing procedures. Because Chargebacks, can be costly to the Company, you should make every effort to prevent them. Generally,you should remember to: Avoid duplicate processing of a Transaction. • Work with the Cardholder to resolve disputes regarding the quality of merchandise or service's rendered. • Refuse to process a Transaction when you receive a Declined Code during Authorization. Call for Voice Authorization, if needed. Call for a Code 10 Authorization if you are still suspicious of the Cardholder, Card, or Transaction after receiving an Approval Code. • Follow the procedures for processing'Transactions as outlined in Chapter 3,Settling Dai4y 'Transactions. Include a description of the goods or services on the Transaction Receipt, • Deliver merchandise or services before charging the Card. Obtain an Authorization Code. Include the CVV2/CVC2/CID and AVS codes for Card Not Present Transactions, if applicable. • Submit Transaction Receipts on the same day Transactions are authorized. • Make sure an Imprint appears on a manual Transaction Receipt or that the relevant Transaction information appears on the POS Device-generated Transaction Receipt (see Chapter 2, Transaction Receipts for more details). • Never accept expired Cards or Cards having effective dates prior to the date of the Transaction. Make sure the signature on the Transaction Receipt matches the signature on the back of the Card. • Obtain a signature from the Cardholder when merchandise is delivered. • Be cautious of shipments to an address other than the Cardholder's billing address. 42 EhWfi Operating Guide OG201702 HOW"TO RESPOND TO A CHARGEBACK A Company's written reply to a Chargeback is known as a Chargeback rebuttal. YOU Must submit your rebuttal to us in a timely manner so we can present it to the Issuer. If you submit a valid rebuttal, we issue a provisional credit in the amount of the Transaction to Your DDA. The Issuer will then review your rebuttal to determine if the Chargeback is remedied. If the Issuer determines that the Chargeback is not remedied, they will initiate a second Chargeback and we debit your DDA a second time. YOU Must submit a legible and valid rebuttal within the tirric frame specified in the Chargeback notice, Z, F'ailure to do so will delay credit to Your DDA and may result in a waiver of your right to rebut the Chargeback. For more information on rebuttal procedures, contact the Chargeback department Using the toll free number provided in the Chargt,eback Notice. CHARGEBACKS THATCANNoT BE REVERSED There arc specific instances when a Chargeback cannot be reversed. In these cases, you are responsible to LIS for the`Transaction aInOUUt regardless of the Authorization Code you received. These situations include: • When the Card is present but it is not swiped or manually Imprinted; • When the Card is present but you did not have the Cardholder sign the Transaction Receipt,and/or • When the signature on the Transaction Receipt does not match the signature of the Cardholder on tile back of the Card. ExCESSivt,,, AcriVITY Company's presentation to, Servicer of Excessive Activity will be a breach of the Agreement and cause for tcri-nination of the Agreement if the Excessive Activity thresholds outlined in this section are met for Company's accounts as a whole. Alternatively, in Serviccr's sole reasonable discretion, if Excessive Activity occurs for any one or more POS Device identification number(s) or MID(s), only the account(s) that triect the Excessive Activity threshold may be terminated. "Excessive Activity" means, during any monthly period, Chargebacks arid/or Retrieval Requests, in excess of one percent (1%) of the gross dollar amount of Company's Transactions or returns in excess of'two and one-half'percent (2.5%) of the gross dollar amount of Transactions, Company authorises, Upon the occurrence of'Excessive Activity, Servicer to take additional actions as either of them may deem necessary including, Without limitation, suspension of processing privileges or creation or maintenance of Reserve Account in accordance with the Agreement. 43 Elavon Operating Guide OG201702 Chapter 7 International Transactions DYNAMIC CURRENCY CONVERSION TRANSACTIONS Dynamic Cun-ency Conversion (DCC) is a service that allows a Company to offer international Cardholders the option to pay in their home currency rather than U.S. Dollars at the point-of-sale. The following describes how to process Dynamic Currency Conversion Transactions for the designated Cards. These (Widelines can help you: • Understand your responsibilities for DCC Transactions • Handle mail order and telephone order DCC Transactions • Process Electronic Commerce DCC Transactions • Accept Priority Check-Out and Express Return Transactions(in limited Travel and Entertainment(T&E) situations)as DCC Transactions YOUR RESPONSIBILITIES AND RESTRICTIONS You must register with the Payment Networks through us prior to offering DCC service to Cardholders. You have sole responsibility to comply with Laws and Payment Network Regulations governing DCC Transactions, including all of the following: • You Must inform the Cardholder that the DCC Transaction is optional and that the Cardholder must actively choose to have the Transaction processed in his or her horne currency. The Cardholder must expressly agree to the DCC Transaction and check the"accept" box on the Transaction Receipt. • If the Cardholder does not actively choose to have the "transaction processed in his or her home currency,you must not complete the DCC Transaction, but may complete the Transaction in your local currency. Depending on your POS Device, you may be required to reverse or void tile DCC Transaction when the Cardholder does not actively choose to have the Transaction processed in his or her ]ionic currency. Please refer to your Quick Guide Reference or Point-of-Sale Operating Guide for complete instructions. If a void or reversal is necessary, you can complete the Transaction in Company's local currency. • You are prohibited from converting a Transaction in your local currency into an amount in a Cardholder's home currency after the Transaction has been completed with the Cardholder but not yet entered into Interchange. • Failure to follow the Payment Network Rcoulations may result in a Chargeback of the Transaction. If the Transaction is processed in a currency different from the Currency listed on the Transaction Receipt, a Chargeback may be issued for tile full amount of the Transaction. There is no right or re- presentment or rebuttal of the Chargeback. 44 Elavo�n Operating Guide OG201702 • If a Cardholder states in writing that he or she was not offered a choice during the DCC Transaction process or did not know that a DCC Transaction Would occur, a Chargeback may be issued for the full amount of the Transaction, Re-presentments may be requested using your local currency but may not include DCC Transaction commissions, fees,or mark-ups. • Credit Card Associations have the right to tenninate their provision of the DCC services to Company. Failure to comply with the DCC requirements may result in fines, penalties, and/or termination of the DCC services. • The Agreement may be terminated for your failure to comply with the DCC requirements. DCC WRITTEN DISCLOSURE REQUIREMENTS You must comply with the following DCC Cardholder written disclosure requirements in all acceptance environments, with the exception of telephone order(TO)Transactions. • Currency symbol of the Company's local currency. • Transaction amount of the goods or services purchased in the Company's local currency. • Exchange rate used to determine the Transaction amount in the Cardholder's home currency. • Any currency conversion commission, fees,or mark-up on the exchange rate over a wholesale rate or government mandated rate, • Currency symbol of the proposed Transaction currency. • Total Transaction amount charged by the Company in the proposed Transaction currency. For TO Transactions,you must verbally notify the Cardholder of all the disclosure requirements listed above before initiating a DCC Transaction. DCC TRANSACTION RECEIPT REQUIREMENTS In addition to the appropriate electronic or manual Transaction Receipt requirements, DCC Transaction Receipts must also include: • The price of the goods or services in the Company's local currency, accompanied by the Company's local currency symbol next to the arnount. • The total price in the Transaction currency, the Transaction currency symbol, and the words "Transaction Currency." • The exchange rate used to convert the total price from the Company's local currency to the Transaction currency. • The currency conversion commission, fees, or mark-up on the exchange rate over a wholesale rate or government mandated rate. • A statement in an area easily seen by the Cardholder stating that the Cardholder was offered the option to pay in the Company's local currency. • Cardholder expressly agrees to the"Transaction Receipt information by marking,an"accept" box on the Transaction Receipt. • An indication that DCC is conducted by the Company, --1 45 Eldv` oh Operating Guide OG201702 MAIL ORDER (MO) TRANSACTIONS Prior to initiating an MO DCC Transaction, you must ensure that the following information is included on the MO form: • Specific Transaction currency agreed to by the Cardholder and Company. A statement that the exchange rate that will be used to convert the Transaction amount from the Company's local currency to the Cardholder's home currency will be deten-nined at a later time without additional consultation with the Cardholder. • Currency conversion commission, fees, or mark-up on the exchange rate over a wholesale rate or government mandated rate. ,Fhat the Cardholder has a choice of payment currencies, including the Company's local currency. An"accept"box that Cardholder may mark to indicate acceptance of the DCC Transaction. ELECTRONIC COMMERCE TRANSACTIONS Prior to initiating an Electronic-Commerce(EC) DCC Transaction,you must inform the Cardholder of all of the DCC Written Disclosure Requirements listed above. You must provide this information with an "accept" or other affirmative button that requires Cardholder agreement to proceed. tl PRIORITY C"ECK-OuT AND ExPREss RETURN TRANSACTIONS (LIMITED ME SITUATIONS) Prior to initiating a T&E DCC Transaction, you must inform the Cardholder of all of the following information: • The specific currency in which the DCC Transaction will take place. That the Cardholder has a choice of payment currencies, including the Company's local currency, • The Cardholder understands that a DCC Transaction will take place. That the exchange rate is determined at a later time without further Cardholder consultation. Z.� Currency conversion commissions, fees, or mark-up on the exchange rate over a wholesale rate or government mandated rate. This information must be documented in a written agreement that is signed by the Cardholder before checkout or rental return that authorizes Company to deposit a Transaction Receipt without the Cardholder's signature for the total amount of their obligation. Further, the Cardholder must expressly agree to DCC by marking the"accept" box on the written agreement. The Company must send the Cardholder a copy of the Transaction Receipt through the postal service(or by email if selected by the Cardholder)within three(3)business days of completing the Transaction. --i 46 Ela'von Operating Guide OG201702 MULTI-CURRENCY PRICING Multi-Currency Pricing(MCP) is a service that allows a Company to display the price of goods or services in a currency other than, or in addition to, your local currency. You have sole responsibility to comply with Laws and Payment Network Regulations governing MCP, including all of the following: Z� • The displayed price and currency selected by the Cardholder must be the same price and currency charged to the Cardholder, printed on the Transaction Receipt and entered into Interchange by Servicer. • At least one ofthe currencies of the prices displayed cannot be Company's local currency. • The Cardholder makes a purchase decision based on the price and currency displayed by Company. • The Transaction must be completed with the price and currency selected by the Cardholder, with no Currency conversion performed by Company. In addition to the appropriate electronic or manual Transaction Receipt requirements, it is important that the Transaction Receipt clearly shows the Transaction currency and the corresponding currency symbol or code. The currency code is the three digit ISO alpha country code. For Transaction Receipts without a currency symbol or code, the receipt will be assumed to be in Company's local currency, which may give rise to rights of Chargeback. 47 Elav' oh Operating Guide OG201702 Chapter 8 Vehicle Rental or Leasing Authorization Procedures In addition to the Authorization procedures set Out in this document,Companies that provide vehicle rental will follow the procedures set Out in this Chapter. PREPARATION OF TRANSACTION RECEIPTS EXECUTION You must prepare Transaction Receipts for all Transactions as described in Chapter 2, Transaction Receipts. The Cardholder must sign the Transaction Receipt. However, the Cardholder must not be required to sign until the total Transaction amount is known and indicated on the Transaction Receipt, MULTIPLE CARD TRANSACTION SALES The Company will include all items of goods and services purchased or]eased in a single Transaction in the total amount of a single Transaction Receipt except: • When the balance of the amount due is paid by the Cardholder at the time of sale in cash or by check or both • When the Company is providing vehicle rental or leasing and the Transaction involves an Z�l additional ancillary charge or a calculation error for which a separate Transaction Receipt is completed and deposited If Company is engaged in vehicle rental or leasing, Company may obtain Authorization for such Transactions based upon estimates of the Transactions according to the following procedures: 1. The Company estimates the amount of the Transaction based on the Cardholder's intended rental period at the time of rental, the rental rate, tax and mileage rates and ancillary charges. The estimate may not include an extra amount for possible car damage, or for the insurance deductible amount if the Cardholder has waived insurance coverage at the time of rental, 48 Ela'Von Operating Guide OG201702 2. If the Company later estimates that the Transaction amount will exceed the initial estimated Transaction amount, the Company may obtain additional authorizations for additional amounts (not cumulative of previous amounts)at any time before the rental return date. The Company must disclose to the Cardholder the authorized amount for the estimated car rental or leasing Transaction on the rental date. A final or additional authorization is not necessary if the actual Transaction arnount does not exceed 115%of the sum of the authorized amounts. 3. If the Company alters a Transaction Receipt or prepares an additional Transaction Receipt to add delayed or add-on charges previously specifically consented to by the Cardholder, the Company must deliver an explanation of the change to the Cardholder (i.e., mail a copy of the amended or additional Transaction Receipt to the Cardholder), and the Company must fully comply with the requirements in Chapter 8, Vehicle Renied Or Leasing Ancillary Charges. 4. Regardless of'the terms and conditions of any written pre-Authorization form, the Transaction Receipt arnount for a vehicle rental or lease Transaction cannot include any consequential charges. The Company may pursue consequential charges set forth in its terms and conditions by means other than Card Transaction. VEHICLE RENTAL OR LEASING ANCII.A.,ARY CHARGES If the Company discovers additional ancillary charges or an error in calculation after the rental car is returned, the Company may bill the Cardholder provided that the signed rental contract allows for additional charges and final audit. The Company may not recover charges related to car damage, theft or loss. Valid charges may include: • 'Faxes • Mileage charges • Fuel • Insurance • Rental fees • Parking tickets and other traffic violations For parking tickets and traffic violations:. • 'the incident must have occurred while the Cardholder was in possession of the vehicle, • The Company must support the charge with documentation from the appropriate civil authority, including the license number of the rental vehicle, date, time and location of the violation, statute violated, and amount of the penalty. These charges must be processed oil a delayed or amended Transaction Receipt within 90 calendar days of the rental return or base end date. A copy of this Transaction Receipt must be mailed to the Cardholder's address as indicated in the rental contract or folio. ']'his .Transaction Receipt does not require the Cardholder's signature if the Company: 0 1 las the signature on file,and 0 Includes"Signature on File"on the signature line. --i 49 Eldv' oh Operating Guide OG201702 Chapter Awsh.. 9 Lodging Accommodations Authorization Procedures In addition to the Authorization procedures set out in this document, Companies that provide lodging C accommodations in the hotel and hospitality industry will follow the procedures set out in this Chapter. PREPARATION OF TRANSACTION RECEIPTS EXECUTION You must prepare Transaction Receipts for all transactions as described in Chapter 2, Transuction Receipts. The Cardholder must sign the Transaction Receipt. However, the Cardholder must not be required to sign until the total Transaction amount is known and indicated oil the Transaction Receipt. MULTIPLE CARD TRANSACTION SALES The Company must include all goods and services purchased or leased in a single Transaction in the total amount of a single Card Transaction except: • When the balance ofthe arnount due is paid by the Cardholder at the time of sale in cash, check or both, • When the Company is providing lodging accommodations and the Transaction involves (1) Advance Deposit Services or (2) an additional ancillary charge for which a separate Transaction Receipt is completed and deposited. The Company may obtain authorizations for Card Transactions involving the provision of lodging accommodations based upon estimates of the transactions according to the following procedures: 1. The Company must estimate the amount of the Transaction based on the Cardholder's intended length of stay at clieck-in time, the room rate, applicable tax and/or service charge and any I Company-specific methods for estimating additional ancillary charges. Company must request Authorization for the estimated amount of the,Transaction. Companies approved for participation in the Visa/MasterCard Prestigious Hotel Authorization Service are exempt from this requirement if estimates to do not exceed the service's established floor limits. In this event, the Company must obtain a Status Check Authorization of SI.00 (one dollar). 50 Elav" on Operating Guide OG201702 2. If the Company later estimates that the Transaction amount will exceed the floor limit (in cases where no Authorization was required) or will exceed the amount previously authorized (in all other cases), based on the Cardholder's actual charges, the Company must request Authorization for the increase in the estimated Transaction amount. If necessary, the Company may obtain and record additional Authorizations for additional amounts (not Cumulative of previous amounts) at any time before the check-out date. A final or additional Authorization is not necessary if the actual 'transaction arnount does not exceed: • The applicable floor limit or • 115%of the SUM of the authorized amounts. 3. The Company must record on the Transaction Receipt the Authorization amount(s), Authorization date(s), and Authorization code(s) for all authorizations obtained. If Authorization is declined, the Company must follow its normal procedures for a declined Authorization, A. If the Company alters a Transaction Receipt or prepares an additional Transaction Receipt to add delayed or add-on charges previously specifically consented to by the Cardholder, the Company must deliver an explanation of the change to the Cardholder(i.e., mail a copy of the amended or additional Transaction Receipt to the Cardholder), and the Company Must fully Comply With the requirements in Chapter 9, Loc giro g Acconintoilations Ancillary Charges. 5. The Company understands that its right to use special Authorization procedures under this section may be terminated at any tirne if Servicer, Discover Network, Visa, or MasterCard determines in its sole discretion that Company has been abusing its privileges under or not complying with ZD prescribed procedures. LODCrING ACCOMMODATIONS ANCILLARY CHARGES If the Company discovers additional ancillary charges after the Cardholder has checked out, the Company may bill the Cardholder provided that the Cardholder agreed to be liable for Such charges. 1_� Valid charges may include room, flood, beverage and tax charges. The Company may not recover charges related to theft,damage, or loss except as set out below for MasterCard Transactions. All delayed or amended charges must be processed oil a separate or arnended Transaction Receipt within 90 calendar days of the check-out date. A copy oil' this Transaction Receipt 111U,51 be mailed to the Cardholder's address as indicated on the itemized hotel bill. '['his Transaction Receipt does not require the Cardholder's signature if the Company: • I las the signature on file, • Includes"Signature on File"oil the signature line, MASTERCARD TRANSACTIONS FOR ANCILLARY CHARGES For MasterCard Transactions, charges for loss, theft, or darnages must be processed as a separate transaction from UIC underlying rental, lodging, or similar transaction. The Cardholder must aUfll01'iZC the charge after being inflornied of the loss, theft, or damage. To obtain the Cardholder Authorization for daniages, the Company must prepare a Transaction Receipt with proof of Card presence, provide the estimated amount for repairs (indicating that the amount will be adjusted accordingly pursuant to cornpletion of the repairs and Submission of the invoice for said repairs), and obtain the Cardholder's signature. The final transaction amount may not exceed the Company's estimated amount by more than one hundred fifteen percent (115%) (or less, as directed by local ordinances). The Company Must submit a credit if the final cost of repairs is less than the estimated amount on the Transaction Receipt. The Company has thirty (30) days frorn the date of the subsequent transaction related to damages to submit the item into clearing, 51 Elav" on Operating Guide OG201702 LODGING RESERVATION SERVICE In order to be eligible to accept Discover Network, Visa and/or MasterCard Cards to guarantee reservations for lodging accommodations, the Company will satisfy the following requirements and procedures: 1. Reservation Procedures a. 'rhe Company will accept all Discover Network, MasterCard or Visa Cards without discrimination for all Cardholders requesting reservations under the applicable Card Rules. b. The Company must obtain the Cardholder's name, account number, and expiration date embossed or printed on the Card, and will also inform the Cardholder that a Card Authorization check is made at the time of the Cardholder's arrival, c. The Company will inform tile Cardholder that the accommodations are held until check-out time on the day following the scheduled arrival date unless canceled by 6:00 ii,in. establishment tirne (defined as the time zone in which the physical premises of the Company are located) our the scheduled arrival date. The Company must not require more than 72 hours cancellation notification prior to the scheduled arrival date or as otherwise permitted under the applicable Card Rules. d. The Company will advise the Cardholder that if he or she has not checked in (registered) by check-out time the following day after his or her scheduled arrival date and the reservation was not properly canceled, the Cardholder is billed for one night's lodging plus applicable tax. e. The Company will quote the rate of the reserved accommodations, the exact physical address of the reserved accommodations„ including narne, address, city, state and country and provide tile Cardholder a reservation confirmation code, advising that it be retained. f'. The Company will verbally confirm and, if requested, provide a written confirmation to the Cardholder of the reservation including the Cardholder name provided by the Cardholder, account number and Card expiration date embossed or printed on the Card, the reservation confirmation code, name and exact physical address of the reserved accommodations, the provisions of' the applicable Card Rules relating to the Cardholder's obligation, including cancellation procedures and any other details related to the accommodations reserved, and the rate of the accommodations. 2. Cancellation Procedures a. The Company will accept all cancellation requests From Cardholders, provided the cancellation request is made prior to the specified cancellation tinic, b. The Company will provide the Cardholder with a cancellation code and advise the Cardholder that it must be retained to preserve his or her rights in case of dispute, if requested, the Company will provide (by rnai I)the Cardholder written confirmation of the cancellation including the Cardholder account number, expiration date and name embossed on the Card, the cancellation code, and the details related to the accommodations canceled, including the name of the Company's ernployce that processed the cancellation. 3. Scheduled Arrival Date Procedures(Unclaimed Accommodations) a. If accommodations reserved under the applicable Card Rules, have not been claimed or canceled prior to the specified cancellation time (a "No Show"), the Company must hold the roorn(s) available according to the reservation until check-out time the following day, b. If the Cardholder does not cancel the reservation or does not check-in within the prescribed time, the Company will deposit a Transaction Receipt For one (1) night's lodging plus applicable tax indicating tile amount of one (f) night's lodging plus applicable tax, the Cardholder account 52 Elav" on Operating CjUide OG201702 number, expiration date and narne embossed or printed on the Card, and the Nvords"No Show" can the Cardholder signature line, c. The Company will obtain an Authorization Code fior the No Show Transaction. 4. Alternate Accommodations If accommodations which were guaranteed Pursuant to the Card Rules, are unavailable, the Company will provide:the Cardholder with the following services at no charge: I a. The Company will provide the Cardholder with comparable accommodations for one (1) night at another establishment. b. The Company will provide transportation for the Cardholder to the location of the alternative establishment. c. If requested, the Company will provide the Cardholder with a three(3)minute telephone call. d. ifrequested, the Company will forward all messages and calls for the Cardholder to the location of the alternative establishment. ADVANCE LODGING DEPOSIT SERVICE In order to participate in the Advance Lodging Deposit service under which a Cardholder uses his or her Card for payment of an advance deposit required by the Company to reserve lodging accommodations (*'Advance Lodging Deposit"), the Company will adhere to the following procedures and requirements set Forth below: 1. Reservation Procedures a. The Company will accept all Cards for an advance deposit when tile Advance Lodging Deposit service is agreed to by tile Cardholder. b. The Company must hold a valid Advance Lodging Deposit service contract with us, either as part of the Agreement or as a separate contract. c, The Company will determine tile amount of an Advance Lodging Deposit Transaction by the intended length of stay, which amount must not exceed the cost of seven (7)nights of lodging,. -file amount of the Advance Lodging Deposit Transaction must be applied to the total obligation. d. The Company will inform the Cardholder in writing (i) of the Company's advance deposit requirements, (d) of tile reserved accommodation and the Transaction amount, (iii) of the exact Company name and location, (iv)of tile Company's cancellation policy requirements, and (v) that the accommodations are held for the number of nights used to determine the amount of tile Advance Lodging Deposit Transaction. e. The Company will obtain tile Card account oUniber, Card expiration date, the name embossed or printed on the Card, telephone number, mailing address, scheduled date of arrival, and intended length of stay. f The Company will inform the Cardholder (i) that the Company will hold tile accommodations according to the reservation, and (ii) that if changes in reservation are requested, written confirmation of such changes is provided at the Cardholder's request, g. The Company will advise the Cardholder that if(i) he or she has not checked in by check-out time tile day following the last night of' lodging used to determine the amount of the Advance Lodging Deposit Transaction, or (ii) the reservation was not canceled by the time and date specified by the Company, the Cardholder will forfeit the entire amount of the Advance Lodging Deposit Transaction or a portion of that amount. The Company will not, under any circumstances, present any additional No Show "transaction in connection with a Transaction made under the Advance Lodging Deposit set-vice. 53 Elav" on Operating Guide OG201702 h. The Company will quote the rate of the reserved accommodation, the amount of the Advance Lodging Deposit Transaction and the exact location of the reserved accommodations. The Company will provide the Cardholder with a confirmation code(advising,that it must be retained) and with the actual date and time the cancellation privileges expire. i. The Company will complete a Transaction Receipt for the amount of the advance deposit, indicating the Cardholder account number, Card expiration date, the name embossed on the Card, telephone number, mailing address, and the words "Advance Deposit" on the signature line. The Cardholder's confirmation code, scheduled arrival date, and the last day and tirne the cancellation privileges expire without forfeiture of the deposit if the accommodations are not used must also be indicated on the Transaction Receipt. j. The Company will follow normal Authorization procedures for lodging Transactions. If the Authorization request results in a decline, the Company will so advise the Cardholder and will not deposit the Transaction Receipt. k. The Company will mail the Cardholder's copy of the Transaction Receipt and the Company's written cancellation policy to the address indicated by the Cardholder within three (3) business days from the date of the Transaction Receipt. I. 'rhe Company will deposit the Transaction Receipt in accordance with usual procedures as specified in this guide and the requirements for normal deposit for lodging Companies as specified in the Card Rules. 2. Cancellation Procedures The Company will adhere to the following procedures when the Cardholder cancels the reservation on a timely basis. a. The Company will accept all cancellation requests from Cardholders, provided the cancellation request is made prior to the specified cancellation date and time. b, The Company will provide a cancellation code and advise the Cardholder that it must be retained to preserve his or her rights in the case of dispute. c. The Company will complete a Credit Transaction Receipt including the entire amount of the Advance Lodging Deposit Transaction, the Cardholder account number, Card expiration date, the name embossed or printed on the Card, mailing address, the cancellation code, and the words "Advance Deposit Cancellation"'on the signature line. d. The Company will (1) deposit the Credit Transaction Receipt within three (3) calendar days of the Transaction Date, and (2) mail the Cardholder's copy of the credit voucher to the address indicated by the Cardholder within three (3) business days from the date of the issuance of the Transaction Receipt. 3. Alternate Accommodations a. If accommodations which were reserved under the Advance Lodging Deposit Service are 0 unavailable, the Company will complete and deliver to the Cardholder a Credit Transaction Receipt to refund the entire amount of the Advance Lodging Deposit Transaction. ZZ, b. The Company will provide the following services at no charge to the Cardholder: i At least comparable accommodations at an alternative establishment (a) for the number of nights used to determine the amount of the Advance Lodging Deposit Transaction, not to exceed seven (7) nights, or(b) until the reserved accommodations are made available at the original establishment, whichever occurs first, ii "transportation to the location of the alternative establishment and return transportation to the original establishment. If requested, transportation to and from the alternate establishment must be provided on a daily basis. iii If requested, provide the Cardholder two three(3)minute telephone calls. 54 Slav'oh Operating Guide OG201702 iv If requested, forward all messages and calls For the Cardholder to the location of the alternate establishment. 4. Central lReservation Services In the event that Company is a "'Central Reservation Service" (defined as an entity holding operating agreements With Various geographically contiguous lodging establishments to act as a reservations 0 geographically 11.� resource 1`61'Such establislitnctits), Company further agrees and warrants as follows: a. Company will have a written contract with each Such lodging establishment, which will be duly executed by an officer or manager of the lodging establishment, setting out the respective rights and duties of Company and such lodging establishment; and b. Company will be registered with the Credit Card Associations as a Central Reservation Service; will not use an agent to perform such set-vices; will follow the procedures for reservations, cancellations, alteniate accommodations and Chargebacks herein set out; and will accept full responsibility for resolving any Cardholder problems, related to the Advance L,odging Deposit Service. PRIORIMEXPRESS CHEC'K-OUT SERVICES In order to participate in a service under which a Cardholder authorizes, the use of his or her Card for payment of his or her total obligation to the Company, with or Without prior knowledge of the total amount ("Priority/Elxpress Check-out"), the Company will follow the following procedures and requirements (also see Chapter 7, Priorily Check-Ow and Express Return Transactions (Limited ME Situations)): CHECK OUT PROCEDURES 1. Company will accept all Discover Network, Visa and MasterCard Cards when a Cardholder requests Priority Check-out service. 2. Company must hold a valid Priority/Express Check-out service contract with Servicer, 3. Company must provide the Cardholder with a Priority/Express Check-out agreement which must contain, at a minimum, the following information: a. Cardholder account number b. Cardholder's ranic and address c. Expiration date of the Card d. Company's name, address and telephone number e. ('heck-in date and departure date of the Cardholder f. Roommate and room number of tile Cardholder 91 A statement authorizing the Company to charge the designated Cardholder Account number for the amount of the bill and to present the Transaction Receipt without the Cardholder's signature h. Space for Cardholder's signature i. Transaction date j. Identification of the Transaction currency k. Transaction amount indicated in the Transaction currency L A legend identifying the Cardholder's request for specific billing receipts, including the name and address to whom the receipts are to be mailed 4. The Company will inform the Cardholder that the Priority/Express Check-out agreement must be completed, signed and returned, and that the Cardholder's mailing address must be included to receive a copy of the hotel bill supporting the final Transaction amount. 55 Elav' oh Operating Guide OG201702 5. The Company will obtain the completed Priority/Express Check-out agreement and ensure that the Cardholder account number identified in such agreement is identical to the account number imprinted on the Transaction Receipt. 6. The Company will follow the Authorization procedures for lodging transactions as set forth in this guide. 7. When the Cardholder has checked out, Company will complete the Transaction Receipt, indicating the total amount of the Cardholder's obligation and the words "Signature on File - Priority/Express Check-out"on the signature line. 8. Upon the Cardholder's departure, the Company will mail the Cardholder's copy of the Transaction Receipt, the itemized hotel bill, and, if requested, the signed Priority/Express Check- out agreement to the address provided by the Cardholder on the Priority/Express Check-out Agreement within three(3)business days of the Cardholder's departure. 9. Company must retain the itemized bill and signed Priority/Express Check-out agreement for a minimum of six (6) months after the Transaction Date. 56 Elav' oh Operating Guide OG201702 Chapter Convenience Fee and Government/ Public Institution Service Fee Requirements This Chapter describes the requirements applicable to the assessment of Convenience Fees by registered Companies and Government/Public Institution Service Fees ("GPISF") available to government and public institution Companies operating in certain designated Merchant Category Codes(MCCs) in compliance with the Payment Network Regulations, In addition to the requirements in the Agreement and other applicable procedures included elsewhere in the Operating Guide, Companies that elect to assess Convenience Fees or Government/Public Institution Service Fees will adhere to the requirements in this Chapter. TERMS APPLICABLE TO, BOTH CONVENIENCE FEES AND GOVERNMENT/PUBLIC INSTITUTION SERVICE FEES 1. Compliance with Laws and Payment Network Regulations. Company must remain in compliance with Payment Network Regulations and Laws. If an applicable government authority has passed legislation or regulation that requires assessment of a Convenience Fee/GPISF or other fees or charges as a component of Payment Device acceptance, such Laws will control if they conflict with Payment Network Regulations. If assessment of any Convenience Fee/GPISF or other fees or charges as a component of Payment Device acceptance is not required by Law, Company bears all responsibility associated with the assessment of such fees. As between Company and Servicer, Company remains responsible for all fines, penalties, assessments or charges assessed by the Payment Networks as a result of non-compliance with Laws or the Payment Network Regulations. Convenience Fees/GPISF may be prohibited by Laws in some States, and Company may not charge Convenience Fees/GPISF where prohibited by Laws. 2. POS Devices. Company will ensure that its software, POS Devices and Payment Device acceptance procedures fully comply with Servicer's instructions and Payment Network Regulations, including with respect to programming of software and POS Devices handling or eligible Transactions, for the proper assessment of Convenience Fees/GPISF and modification of the amount of Convenience Fees/GPISF charged upon request from Servicer. Company is further responsible for complying with all requirements as provided by Servicer from time to time to appropriately process the eligible Transactions to qualify for optimal Interchange rates within five (5) days of Servicer's communication to, Company of the same. If Company fails to make changes to its POS Devices or Payment Device acceptance procedures, or fails to adjust the amount of the Convenience Fee/GPISF charged per Transaction, within five (5) days of Servicer's request, Servicer may discontinue the program or suspend a certain payment type, or bill Company for charges in excess of the Convenience Fee/GPISF to recover losses related to Transactions that did not qualify for optimal interchange rates or did not include the Convenience Fee/GPISF amount requested by Servicer. 57 Elavon Operating Guide OG20 1702 3. Chargebacks. Company remains responsible for all Chargebacks. Servicer will not refund to Company the amount of the Convenience Fee/GPISF" in the event of a Chargeback. 4. Additional Processing Requirements. If Company voids an underlying eligible transaction, tile associated Convenience Fcc/GPISF must be voided as well. If Company processes a refund for all underlying eligible transaction, Company will disclose to Customers that the associated Convenience Fee/GPISF is non-refundable. Company will be assigned separate MiDs for use in connection with eligible transactions and related Convenience Fees/GPISFs. Company will use MIDs assigned for use with eligible transactions or Convenience Fees/GPISJs only to process eligible transactions. 5. Company-Managed Convenience Fee/GPISF. If Company is eligible to charge a Convenience Fee or GPISF, and has elected to manage such Convenience Fees or GPISF (with or without the use of a Service Provider),then Company will: a. Receive and retain the Convenience Fee/GPISFI; b. Pay standard per-transaction fees to Servicer for Convenience Fee/GPISF Transactions; c. Not assessor adjust a Convenience Fee/GPISF unless Company has disclosed such fees to Servicer previously in writing and Company has been approved by Servicer to assess such fees. If Company completes a Transaction and assesses a Convenience Fee/GPISF without having disclosed such fee previously in writing and obtained Servicer's consent, Company will be in breach of the Agreement and Servicer may terminate tile Agreement in addition to any other remedies available under tile Agreement, Laws, and Payment Network Regulations. 6. Ellavon-Managed Convenience Fee/GPISF. If Company is eligible to charge Convenience Fees or GPISF and has elected to have Servicer manage the Convenience Fees/GPISF,then Company will: a. Assess the Convenience Fee/GPISF set by Servicer, and Servicer will retain the Convenience Fee/GPISF as payment for the processingL, of the Transactions, and Company will have no right, title or interest in such amounts, including if the underlying Transaction is subject to Chargeback, b, Servicer may adjust the Convenience I`ce/GP1SF from time to time as necessary to accommodate changes in Payment Network fees (including interchange), material changes in average ticket size or alonthly Transaction volume, interchange classification or downgrades, Chargeback rates, Payment Devices accepted or payment channels offered by the Company, or if at any time the Convenience Fee/GPISF does not cover Servicer's costs for the Transactions processed by Company. c. Servicer may immediately terminate the Convenience Fee/GPISF Services if Company's Chargeback rates materially exceed industry averages or it' Company's Convenience Fee/GPISF program presents a financial risk to Servicer. CONVENIENCE FEES CONVENIENCE FEE REQUIREMENTS Companies who accept both Visa and MasterCard redit Cards and/or Debit Cards that desire to assess a Convenience Fee must comply with each of the following requirernents: • Company must provide a true"convenience" in the Forril of an alternative payment channel outside Company's customary face-to-face payment channels, and the Convenience Fee must be disclosed to the Customer as a charge for the alternative payment channel convenience that is provided, (Companies that do not accept face-to-face payments are riot eligible to assess Convenience Fees.) 58 Elavon Operating Guide OG201702 • A Convenience Fee cannot be assessed for recurring payments. The Convenience Fee is designed for one-time payments and not for payments in which a Customer authorizes recurring charges or debits for recurring goods or services. Examples of recurring charges include, but are not limited to, insurance premiums, subscriptions, internet service provider monthly fees, membership fees, or utility charges. • The Convenience Fee must be disclosed prior to the completion of the Transaction, and the Customer must be given the option to cancel the Transaction if they do not want to pay the fee. The Convenience Fee must be (i) included in the total amount of the Transaction (it cannot be "split" out from the Transaction amount), and (ii) assessed by the same Company actually providing the goods and services and not by a different merchant or an third party. y • If a Convenience Fee is assessed, it must be for all payment types (Visa, MasterCard, Discover, American Express and ACED within a particular payment channel (mail order, telephone order, and internet), 0 The Convenience Fee must be flat regardless of the value of the payment due (not tiered or percentage based), except that an ad valorem amount is allowed where the Company's pricing is subject to regulatory controls that make a flat fee infeasible. If Visa is not among the types of Credit Cards and/or Debit Cards accepted by Company, then the Convenience Fee may be: • Charged in face-to-face Transactions, • Tiered, percentage based, or flat; • Authorized and settled separately from the primary transaction;and • Assessed by Company's third-party agents. GOVERNMENT/PUBLIC INSTITUTION SERVICE FEES I. Applicability of Chapter. If Company has requested authority to charge or to have Servicer charge a GPISF to its Customers for Eligible Transactions (defined below) the following provisions apply to such Eligible Transactions and the related GPISF charged. 2. Definition of Govern in ent/Pu blic Institution Service Fee. A Govemment/Public Institution Service Fee, or "GPISF," is the fee charged by Servicer or Company, at Company's election, to Customers conducting Eligible Transactions where Company is operating in an eligible MCC. GPSIFs include fees referred to as a "service fee", where the fee is processed as a separate Transaction from the underlying purchase or payment Transaction, 3. Requirements for GPISFs. If Company accepts both Visa and MasterCard-branded Credit Cards or signature Debit Cards for Eligible Transactions, Company will comply with the most restrictive of these Credit Card Association requirements for all Transactions so as not to discriminate among different Payment Devices or Payment Networks. Company may assess or have Servicer assess a GPISF to, Transactions involving Discover Network Payment Devices on the same terms as GPISFs are assessed to the other Payment Devices Company accepts. a. Eligible Transactions. Eligible Companies (as defined in (b) and (c) below) may charge or have Servicer charge a GPISF only in connection with the following transactions ("Eligible Transactions"): I. Payments to elementary and secondary schools for tuition and related fees, and school- maintained room and board; 2. Payments to colleges, universities, professional schools,junior colleges, business schools and 59 Eldv' oh Operating Guide OG201702 trade schools for tuition and related fees,and school-maintained room and board; 3. Payments to federal courts of law that administer and process court fees, alimony and child support payments; 4. Payments to government entities that administer and process local,state and federal fines; 5. Payments to local, state and federal entities that engage in financial administration and taxation;or 6. Payments to Companies that provide general support services for the government. b. Companies Accepting Visa Cards for Eligible Transactions. The following requirements apply if Company accepts Visa Credit Cards or Visa signature Debit Cards and wants to charge or to have Servicer charge a GPISF. i. Eligible Companies. Companies operating in MCCs 8211 (Elementary and Secondary Schools), 8220 (College Tuition), 8244 (Business and Secretarial Schools), 8249 (Trade Schools), 9211 (Court Costs), 9222 (Fines), 9311 (Tax)and 9399 (Miscellaneous Government Services)are eligible to charge or to have Servicer charge a GPISF to Customers in connection with Eligible Transactions listed in Section (3)(b)(ii)below. ii. Transaction Requirements. The following requirements apply to Eligible Transactions under this Section (3)(b): 1. Company must provide Servicer with the necessary documentation to facilitate Servicer's registration of Company in the"Government and Higher Education Payment Program"as applicable within the Payment Network Regulations.. 2. The GPISF must be disclosed to the Cardholder prior to the completion of the "Transaction, and the Cardholder must be given the option to cancel the Transaction if the Cardholder does not wish to pay the GPISF. 3. Company may not also assess a separate Convenience Fee or U.S. Credit Card Surcharge (as such terms are defined in Visa's payment Network Regulations). 4. The GPISF must be disclosed as a fee assessed by Company or Servicer. 5. Companies accepting Visa cards for Eligible 'Transactions must include the words "Service Fee" in the "Company name" field of the Visa Transaction clearing record for the collection of the GPISF. 6. Company must accept Visa as a means of payment in all channels (i.e., face-to-face, mail/telephone,and Internet environments,as applicable). c. Companies Accepting ]'MasterCard Cards for Eligible Transactions. The following requirements apply if Company accepts MasterCard Credit Cards or signature Debit Cards and wants to charge or to have Servicer charge a GPISF. i. Eligible Companies. Companies operating in MCCs 8211 (Elementary Schools), 8220 (Colleges/Universities), 8299 ('Miscellaneous School and Education Services)„ 9211 (Courts), 9222 (Fines), 9223 (Bail and Bonds), 9311 (Taxes), 9399 (Miscellaneous Government Services) and 9402 (Government Postal Services) are eligible to charge or to have Servicer charge a GPISF to Customers in connection with Eligible Transactions listed in Section (3)(c)(ii)below. 60 Ela.�von Operating Guide OG201702 ii. Transaction Requirements. The following requirements apply to Eligible `Transactions under this Section (3)(c). 1. The GPISF must be disclosed to the Cardholder prior to the completion of the Transaction, and the Cardholder must be given the option to cancel the Transaction if the Cardholder does not wish to pay the GPISF. 2. The GPISF structure may be set as a tiered, percentage, or a flat fee. This fee would not have to be assessed for payments made by ACH, cash, check or PIN-based Debit Card. 3. The GPISF for MasterCard consumer Credit Cards can be different than the GPISF for MasterCard commercial Credit Cards. Similar product types among the various Payment Networks should be assessed equal fees as to not disadvantage one Payment Network over the other. 4. The GPISF must not be advertised or otherwise communicated as an offset to the Company discount rate. 5. Merchant may use a two transaction processing model or a one transaction processing model. 4. Service Provider. If Company is permitted by the Payment Network Regulations to use a Service Provider to manage and assess Company's GPISF„ the "Company name" field of the Transaction clearing record must include the Service Provider's name rather than Company's name. The Service Provider must be clearly identified to the Cardholder as the entity that is assessing the GPISF. 5, Payment and Transaction Types Supported. GPISF capability for Credit Cards and signature Debit Cards depends on Company's MCC and the Payment Network Regulations of the applicable Payment Network. Not all payment and transaction types are supported for all products. Company's proprietary software„ PGS Devices, or Service Providers must be certified to process Elavon-managed GPISF Transactions, Closed network prepaid cards, electronic benefits transfer, and dynarnic currency conversion are not supported for GPISF processing. 61 Edvon Operating Guide OG201702 Chapter 11 Electronic Benefits Transfer ( EBT) Transactions If Company accepts EBT Transactions, Company agrees to the following provisions: Company agrees, to issue benefits to recipients, in accordance with the procedures specified in Servicer's applicable EBT Quick Reference Guide (QRG) provided to Company by Servicer, as amended from time to time and in accordance with all Laws and Payment Network Regulations pertaining to EBT Transactions, including without limitation, laws pertaining to delivery of services to recipients and recipient confidentiality, including, without limitation, the Federal Civil Rights Act of 1964, Rehabilitation Act of 1973, Americans with Disabilities Act of 1990, Clean Air Act, Clean Water Act, Energy Policy and Conservation Act, Immigration Reform and Control Act of 1986, and regulations issued by the Department of Agriculture pertaining to the Food Stamp Program. The QRG,as amended from time to time,will be deemed to be incorporated by reference into the Operating Guide and constitutes a part of the Agreement. --1 62 Eldv' on Operating Guide OG201702 Chapter PIN-less Bill Payment Transactions This Chapter describes how to process PIN-less Bill Payment Transactions utilizing PIN-authorized Debit Cards, A PIN-less Bill Payment Transaction is a PIN-less Debit Card payment Transaction resulting in funds transfer from Cardholders to Companies in connection with payments for recurring, services (excluding casual or occasional purchases) for which a corresponding invoice is periodically presented to the Cardholder by the Company, and which Transaction is initiated via a telephone (Voice Recognition Unit, Interactive Voice Recognition)or Internet device. ACCEPTANCE OF PIN-LESS BILL PAYMENT DEBIT CARDS Authentication. Prior to entering into a PIN-less Bill Payment Transaction, Company must authenticate the Cardholder using information that is not commonly known, but is only known by the Cardholder and Company, such as the Cardholder's account number with Company or information present on the Cardholder's hard copy bill from Company. Company must submit its authentication procedures to S,ervicer for approval by the appropriate EFT Networks, and Company warrants that it will follow such authentication procedures for each PIN-less Bill Payment Transaction, The use of an authentication procedure, or the approval of such procedure by an EFT Network, is not a guarantee of payment, and Company remains liable for any Chargebacks resulting from any PIN-less Bill Payment Transactions. No Minimum or Maximum. Company will not establish minimum or maximum PIN-less Bill Payment Transaction amounts. Company must accept PIN-less Bill Payment Transactions on terms no less favorable than the terms under which Company accepts other Payment Devices, Convenience Fees. Company may not add any amount to the posted price of goods or services Company offers as a condition of paying with a Debit Card unless permitted by the applicable Debit Card Rules. Purchases Only. Company will support PIN-less Bill Payment Transactions involving purchases only. Company may not initiate a Debit Card Transaction or a Credit Card Transaction for returns or refunds,and must utilize other payment avenues (such as cash, check, or invoice adjustment) to return funds to a Cardholder. Prohibited Transactions, Company will initiate Transactions only for services approved by Servicer, In no event will Company initiate, allow, or facilitate a gambling or gaming transaction, or fund a stored value account for such purposes. INTERNET TRANSACTION RECEIPT REQUIREMENTS At the time or any Internet PIN-less Bill Payment Transaction, Company will make available to each Cardholder a Transaction Receipt (printable from a screen or via e-mail) that complies fully with all Laws and containing, at a minimum,the following information; 63 Ela'von Operating Guide OG201702 • Amount of the PIN-less Bill Payment Transaction, or if a Convenience Fee applies, the amount debited from the Cardholder's account(exclusive of the Convenience Fee, shipping, handling and t, tl other fees),and the amount debited from the Cardholder's account(inclusive of the fees); • Date and local time of the PIN-less Bill Payment Transaction; • Type ofTransaction; • Type of account accessed; • Truncated Debit Card number(showing the final four(4)digits), • Trace or retrieval number; • Company name; • MID; • Company's web site home page URL; • Promised shipment time period(for Internet Transactions which involve shipment of goods); • Cardholder's name; • Authorization Code; • Description of the bill payment; • Customer service contact information; and • Fees imposed by the Company on the Cardholder, including shipping and handling fees,taxes,and Convenience Fees, as applicable. ADDITIONAL INTERNET REQUIREMENTS • Internet Payment Screen and Sales Policy. Company must prominently display on the Internet Payment Screen the Company's name, telephone number, city and state. Company must also obtain explicit confirmation that the Cardholder understands and agrees that the funds will be immediately debited from their account upon approval of the Transaction, before submission of the PIN-less Bill Payment Transaction. Company must display a clearly visible and conspicuous notice on the Internet Payment Screen of the imposition of any Convenience Fee or the payment of a rebate for a PIN-less Bill Payment Transaction prior to submitting the payment request from the Cardholder. Such notice must include: (i) a heading of"'Fee Notice" in at least 14-point type; (ii) text in at least 10-point type; and (iii) the amount of the Convenience Fee or rebate and the name of the party imposing the Convenience Fee or the Company that receives the Convenience Fee. • Communication and Encryption. Company must participate in an approved authentication program as designated by the EFT Networks. All authentication information must be encrypted upon entry into the Internet device and must never leave the Internet device in cleartext form. The Internet device used by Company must meet or exceed the minimum communication and encryption protocol set forth by the EFT Networks, TELEPHONE TRANSACTION REQUIREMENTS At the time of a telephone PIN-less Bill Payment "Transaction, Company will provide each Cardholder with Transaction information that complies fully with all Laws and containing, at a minimum, the following information: • Approval or denial of the PIN-less Bill Payment Transaction, 64 Eldv' oh Operating Guide OG201702 • Amount of the PIN-less Bill Payment Transaction, or if a Convenience Fee applies, the amount debited from the Cardholder's account(exclusive of the Convenience Fee, shipping,handling and other fees),and the amount debited from the Cardholder's account(inclusive of the fees); • Trace number; • Authorization Code or confirmation number; • Customer service contact information;and • Fees imposed by the Company on the Cardholder,including shipping and handling fees,taxes,and Convenience Fees,as applicable. Technical Problems. Company will ask a Cardholder to use an alternative means of payment if the Servicer Debit System or the electronic interface with any EFT Network is inoperative. Adjustment. A PIN-less Bill Payment Transaction may be adjusted if an error is discovered during Company's end-of-day balancing only by means of a written request from Company to Servicer. The request for adjustment must reference a settled PIN-less Bill Payment Transaction that is partially or completely erroneous or a denied pre-authorized Transaction for which the pre-authorization request was approved. An adjustment must be completed within forty-five (45) days after the date of the original PIN-less Bill Payment Transaction. Company Warranty. In order to accept PIN-less Bill Payment Transactions, Company warrants that it is: (i) a municipal, state or other public utility system operated for the manufacture, production, or sale of electricity, natural or artificial gas, water or waste collection;(ii) an insurance service provider that is licensed by a state to sell property, casualty, life and health insurance policies and that the Transaction involves the payment of premiums on such policies; (iii) a public or private provider of telecommunications services, including telephone, cellular, digital and cable services, which is licensed and governed by any federal, state or municipal authority; (iv)a public or private provider of cable or satellite media services, which is regulated by the Federal Communications Commission or any other federal, state or municipal authority, or(v) any other acceptable Company type, or covered under a pilot program approved by,the EFT Networks. Termination/Suspension of Bill Payment. When requested by any EFT Network in its sole discretion, Company will immediately take action to: (i) eliminate any fraudulent or improper Transactions; (ii) suspend the processing of PIN-less Bill Payment Transactions; or (iii) entirely discontinue acceptance of PIN-less Bill Payment Transactions. 65 Elavon Operating wide OG201702 Chapter 13 No Signature Required Transactions This Chapter describes how to process No Signature Required Transactions, The No Signature Required Program is limited to qualified Companies and offers only limited protection from Chargebacks. GENERAL REQUIREMENTS The No Signature Required Program offerings are as follows: Participation. Company is responsible for validating that its Merchant Category Code (MCC) is eligible for participation in a No Signature Required Program and that it has been approved by Servicer to participate in the program, No Signature Required Program. Certain Credit Card Associations have waived signature requirements that allow qualifying Companies to process under-floor-limit transactions without having to obtain a Cardholder signature or provide a Transaction Receipt unless a Cardholder requests a Transaction Receipt. This No Signature Required Program is available to those Companies in a qualifying MCC segment if the following Transaction criteria are met: 1. Transaction amount is less than S25.00, 2. Transaction occurs in a qualifying MCC. Please contact Servicer to determine if Your MCC is eligible. 3. The Cardholder is present and the Transaction occurs in a face-to-face environment. 4. The full and unaltered content of Track I or Track 2 data of the Card's Magnetic Stripe is read and transmitted as part of the Authorization, or the Transaction is processed via Contactless processing or unaltered chip data is sent for Authorization. 5. Specific MCC's may require at least one(1)Contactless installation within the Company location. 6. One Authorization is transmitted per clearing Transaction. 7. Applies to domestic(U.S.)Transactions only, 8. Currency conversion is not performed, Eligible Companies that submit Transactions meeting these requirements will receive Char eback ZD 9 protection against the signature requirement for Transactions that qualify under the specific Credit Card Associations' No Signature Required Program. Limitations. You understand that participation in a No Signature Required Program provides only limited protection against specific Chargebacks as designated by the sponsoring Credit Card Association. POS Device. It is your responsibility to determine if your POS Device is configured to prompt for and transmit the data elements required for No Signature Required Transactions. 66 Elavon Operating Guide OG201702 Chapter AM Wireless Service Transactions This Chapter describes how to process wireless Transactions. In addition to the requirements set forth in the Agreement and the procedures set forth elsewhere in the Operating Guide, Companies that process wireless Transactions will adhere to the requirements set forth in this Chapter. Use of Wireless Services. Company may use the Wireless Services solely as a means of establishing wireless (cellular) connectivity between a Wireless POS Device and Servicer's systems. Company agrees not to use the Wireless Set-vices for remote medical monitoring or any unlawful, fraudulent, abusive or any other unauthorized purposes. Company will promptly notify Servicer in writing in the event that Company becomes aware of any actual or suspected use of the Wireless Services in violation of the Agreement or the Operating Guide, and any applicable schedules, attachments, exhibits, applications and enrollments. Company agrees that it will locate all Wireless POS Devices accessing the Wireless Services within the areas served by the wireless network of the Servicer subcontractor that facilitates the Wireless Services and that all equipment with roaming capabilities will not be permanently located in a roaming area. Company agrees not to use the Wireless Services in connection with any server devices, host computer applications or other systems that drive continuous heavy traffic or data sessions, or as substitutes for private lines or frame relay connections. Further, Company agrees not to use the Wireless Services in a manner that results in highly concentrated usage in limited areas of the wireless network through which the Wireless Services are provided. Company acknowledges and agrees that any violation of the terms and conditions in this Chapter 14 may result in the immediate suspension or termination of Wireless Services. Limitations of Wireless Technology. Company acknowledges and agrees that because of the emerging nature of wireless technology, certain limitations exist that may affect the performance, Coverage Area, and reliability of wireless technology and wireless processing. Without limiting the generality of the foregoing, wireless processing and the use of a Wireless POS Device are limited to the Coverage Area and may further be limited by a variety of other factors, circumstances, and considerations including, but not limited to, the following: (i) use of a Wireless P'OS Device outside the Coverage Area will not be possible; (ii) within the Coverage Area, there may exist certain weak covet-age areas or other fringe areas where wireless Transaction processing may be intermittent or otherwise interrupted; (iii) within the Coverage Area, certain geographic areas may exist in which wireless Transaction processing may be intermittent or not possible; and (iv) at any time and without notice, any wireless network may become inoperative due to technical difficulties or for maintenance purposes thereby affecting the Company's use of the Wireless Set-vices. In the event Company's ability to use the Wireless Services is limited or prevented for any reason, Company agrees that it will not process any Transaction through the use of Wireless Services, and will in all events obtain an Authorization Code for any such Transaction through means other than wireless processing,as described in the Agreement. 67 Elavon Operating Guide OG201702 Hardware Devices and Applications. Company acknowledges and agrees that only hardware devices and applications approved by Servicer may be used in conjunction with the Wireless Services. Company further acknowledges and agrees that hardware devices and applications that have not be approved by Servicer may not function or may function improperly when used in conjunction with the Wireless Services. Completing Unauthorized Transactions. If you choose to complete a Transaction without an Authorization Code because wireless coverage is not available (i.e., you store Transaction Data in a Wireless POS Device, provide the Cardholder goods or services and subsequently request Authorization of the Transaction),you do so at your own risk. You understand the risk associated with not obtaining an Authorization Code prior to completing the Transaction (i.e., you subsequently may receive a "decline" or"error" message in response to the later Authorization request). You are fully liable for all Transactions whether or not an Authorization Code is received. Prohibition on Use of Regeneration Equipment. Company must obtain written approval from Servicer prior to installing, deploying or using any regeneration equipment or similar mechanism (for example, a repeater)to originate,amplify,enhance,retransmit or regenerate the Wireless Services provided hereunder. Relationship Between Company and Underlying Wireless Services Provider. Company expressly understands and agrees that it has no contractual relationship whatsoever with the operator of the wireless network (or any of its affiliates or contractors) through which the Wireless Services are provided and that Company is not a third party beneficiary of any agreement between Servicer and any such network operator. In addition, Company acknowledges and agrees that the operator of the wireless network through which the Wireless Services are provided and its affiliates and contractors will have no legal, equitable, or other liability of any kind to Company and Company hereby waives any and all claims or demands thereof. Company further acknowledges that representatives of the operator of the wireless network through which the Wireless Services are provided may have met with Company individually or together with Servicer to discuss and review printed materials that explain such network operator's understanding of the services provided by Servicer and such network operator hereunder. Company acknowledges that it has had the opportunity to fully investigate the capabilities, quality and reliability of the Wireless Services and has satisfied itself that such Wireless Services satisfactorily meet its business needs. Company agrees that the operator of the wireless network through which the Wireless Services are provided and its affiliates and contractors will have no legal, equitable, or other liability of any kind to Company arising from or related to any meeting, discussions or explanations regarding the Wireless Services and Company hereby waives any and all claims or demands it may have against the operator of the wireless network through which the Wireless Services are provided and its affiliates and contractors therefor. 1-1 68 Elavon Operating Guide OG201702 Chapter 1 5� Store and Forward Application Transactions This Chapter describes how to process Store and Forward Transactions using specific product applications, Specifically, Servicer has developed certain product applications which allow Companies to store Transaction Data in a POS Device at the time of the sale if a communication channel for transmittal of authorization is not available, and forward such Transaction Data to Servicer at a later time when a communication channel is available("Store and Forward Application"). GENERAL REQUIREMENTS The Store and Forward Application Transactions general requirements are as follows: Participation. Once Company has been approved by Servicer to accept Transactions using the Store and For-ward Application and its POS Device has been programmed with the Store and Forward Application, Company may utilize the Store and Forward Application only when a communication channel for transmittal of Authorization information cannot be obtained. Limitations. Company will not utilize the Store and Forward Application to process any type ol'PIN- based Debit Card Transactions, Electronic Gift Card Transactions or ECS Transactions. Forwarding Transaction Data. Company will forward Transaction Data to Servicer via a POS Device within twenty-four(24)hours of the Transaction. Risk. Company understands that there is significant risk associated with utilizing the Store and Forward Application and not obtaining an Authorization at the time of the sale (i.e., Company may receive a"decline" or"error" message in response to the subsequent Authorization request). Company acknowledges and agrees it is fully liable for all "transactions ransactions whether or not an Authorization Approval Code is received. Changes to Store and Forward Application; Termination. Company acknowledges and agrees that Servicer, in its sole discretion, may make changes to or terminate the Store and Forward Application at any time. Company will indemnify and hold Servicer harmless for any action it may take pursuant to this Chapter. 69 Elav' oh Operating Guide OG201702 Warranties and Limitation of Liability. a. Servicer is not responsible for Store and Forward Transactions. b. Servicer makes no warranty, express or implied, with respect to the services provided hereunder including, without limitation, any express or implied warranty regarding the services' compliance with any Laws or Payment Network Regulations governing the acceptance of Store and Forward Transactions. c. Company understands that Transactions processed via the Store and Forward Application are high risk and may be subject to, without limitation, a higher incidence of declined Authorization requests and Chargebacks.Company is liable for all Chargebacks, losses,fees,fines, and penalties related to Transactions processed via the Store and Forward Application including,but not limited to,those resulting from or related to declined Authorization requests and fraudulent Transactions. Further, Servicer is not liable to Company in the event the Transaction Data is not stored within the POS Device for any reason. Notwithstanding the provisions of the Agreement or this Chapter, the liability, if any, of Servicer under this Chapter for any claims, costs, damages, losses and expenses for which they are or may be legally liable, whether arising in negligence or other tort, contract, or otherwise, will not exceed in the aggregate One Thousand Dollars and No Cents ($1,000.00). 70 Elavon Operating Guide 06201702 Chapter Electronic Gift Card ( EGC) Services This Chapter describes certain services that are available to Companies that have been approved by Servicer for Electronic Gift Card Set-vices, In addition to the requirements set forth in the Agreement and the other applicable procedures set forth in the Operating Guide, Companies that process Electronic Gill Card Transactions will adhere to the requirements set forth in this Chapter. ECG PROCESSING SERVICES I General Obligations. a. Company will comply with all Laws applicable to the issuance, sale, distribution, Use, or acceptance of Electronic Gift Cards (including all Laws relating to purchase, set-vice and dormancy fees, Laws relating to, expiration dates, Laws governing the treatment of unused or unclaimed funds or other property, Laws relating to money transmission, and Laws relating to consumer protection), specifically including the Prepaid Access Rule (31 CFR Parts 1010 and 1022) and all other rules promulgated and guidelines published by the Financial Crimes Enforcement Network division of the United States Department of the'Freasury. b, Until EGC Cardholder Data and Transaction Information have been received and validated by Servicer, Company will maintain enough "backup" information and data(e.g. Transaction Receipts or detailed reporting) with respect to Electronic Gift Cards sold to reconstruct any information or data loss due to a system malfunction or transmission error. c. Serviccr must participate in all Electronic Gill Card Transactions, if third party must also participate in such a Transaction, Company will use a Servicer-approved third party. d. All Electronic Gift Cards must be printed by Servicer or a Servicer-approved third party. c. Company is responsible for all card production and delivery costs. 2. Direct Settlement. Company authorizes Servicer to initiate credit and debit entries arnong Company's individual chain locations for any transactions that change the balance of an Electronic Gill Card. If Servicer cannot accomplish a credit or debit entry to reflect the effect of a Transaction, Company authorizes Servicer to credit or debit (as applicable) the designated Master Account or primary Company. Servicer may offset any debits against the related credit Transactions of the applicable chain or Company location. Company Nvill notify Servicer in writing of any asserted errors within 45 days of the statement date on which the asserted error first appeared and understands that any failure to do so will preclude further claims or assertion of the error. Company will pay (or will cause its individual chain locations to pay)related direct settlement fees. 3. Loss,Theft,and Fraud. Servicer is not responsible for lost, stolen or fraudulent Electronic Gift Cards. ---1 71 Elavon Operating Guide OG201702 4. Additional Locations. I-ocations added to this processing relationship will be boarded on Servicer's system according to the paperwork submitted by Company to Servicer. If Company submits paperwork reflecting an error or omission of fees payable by Company, the Services fees and other monthly fees applied to the locations during the initial set up or subsequent negotiations will be applied to such locations. 5. Closing Locations. If a location closes or changes its Merchant Identification Number (MID), Servicer may bill the Primary Company for any fees associated with subsequent 'Transactions ransac:tions processed on E'lectronic Gift Cards activated by the closed MID, including system generated transactions, Such as deduction and points conversion transactions. Servicer may also bill to the Primary Company any monthly fees billed for Loyalty Cards or members activated at the closed location. 6. Post Termination. Following termination of the Electronic Gift Card Services, Company will pay Servicer a transfer flee based on, among other filings,, the number of issued Electronic Gift Cards that must be converted to another processor and the data specifications required by Company or such other processor. 7. Additional Fees. Company agrees to, pay Servicer fbr EGC production once Company has approved the I'GC design proof. Company accepts I-Lill responsibility for all EGC production costs. One proof per E'GC order is included in the cost of EGC production, and Company agrees to pay thirty-five dollars ($35) for additional proofs. If any order is cancelled prior to EGC production, Company agrees to pay to Servicer a one hundred dollar($100)cancellation fee. WEBS ITrE SERVICES "WebSuite Services" means an electronic commerce solution provided by Servicer's third party service providers that pert-nits Customers to purchase or add value to Electronic Gift Cards through Company's "WebSuite" site, Customers submit payment for the Electronic Gift Card via a Payment Device through the Processing Services. If Company has elected to receive WebSuite Services, the following terms will apply: Company acknowledges that Servicer may engage third party service providers to assist with the performance ofthe WebSuite Services, I General Obligations. a, Company will timely provide to Servicer specifications for the customization of Company's WebSuite Site, including Customer options, %veb and e-mail content. Company modifications Subsequent to the initial Submission are subject to change fees. b. Servicer is not responsible for any Electronic Gift Card information Company posts to the Company's WebSuitc site. c. Servicer is not responsible lor incomplete or inaccurate payment information provided by any Customer in connection with the WebSuite Services. Company acknowledges that additional Transaction verification and fraud prevention data elements and processes may be available through a particular Payment Network (including address verification) to reduce Transaction risk, and Company agrees that Servicer will only be responsible for implementing the Transaction risk controls that are sp ecifically requested in writing by Company. The use of such Transaction risk controls does not constitute a guarantee of payment or prevent a Transaction from being disputed or subject to Chargeback. cf. Cornpany acknowledges that Servicer may provide sample terms 01' Use, privacy policy, and other content and disclosure for use on Company's WebSuite site. Company's use of tile WebSuite site confirms that Company has had an Opportunity to review the sample disclosures and agrees to be solely responsible for all content and disclosures on the WebSuite site, 72 Elav' oh Operating Guide OG201702 e, Company is responsible for all Retrieval Requests and Chargebacks under the Payment Network Regulations in connection with Transactions processed using the WebSuite Services. Upon receipt of a Retrieval Request or documentation related to a Chargeback From a Payment Network, Servicer will forward such request or documentation to Company. Company is responsible for responding, as appropriate,to each Retrieval Request or Chargeback. 2. Electronic Gift Card Order Fulfillment. Servicer will fulfill all WebSuite Electronic Gift Card orders and include with each order a Company-approved standardized letter customized with the order detail. All orders will be shipped pursuant to the method directed by the Customer. 3. Electronic Gift Card Loss Protection Program. Company will determine which data elements it will require its Customers to provide to establish an account or register an Electronic Gift Card on Company's WebSuite site. Company is responsible for notifying its Customers that to take advantage of the Electronic Gift Card loss protection program, the Electronic Gift Card must be registered prior to the loss. Once a registered Electronic Gift Card is reported lost or stolen via the WebSuite site, Servicer will notify Company and freeze the unused balance of the Electronic Gift Card. Company is responsible for transferring the unused balance to a new Electronic Gift Card, sending a replacement Electronic Gift Card to the Customer,and notifying Servicer of the replacement Electronic Gift Card via the WebSuite site, 4. Reloading of Electronic Gift Cards. Company will determine the Electronic Gift Card reloading options available to its Customers. While the WebSuite Services permit the anonymous reloading of Electronic Gift Cards, Servicer recommends that Company require its Customers to register the Electronic Gift Card in order to reload value onto the Electronic Gift Card. 5. Customer Information. The WebSuite Services will permit Company to have access to Customer information and other data that Company requires to establish an account or register an Electronic Gift Card. Company is responsible for maintaining the appropriate safeguards to protect such Customer information, and to properly disclose the use of such information and its privacy policies on Company's WebSuite site or website. Company must maintain the confidentiality of all Transaction Information and EIGC Cardholder Data as provided in the Agreement. 6. E-Certificates. Company may choose to use the E-Certificate module, which delivers a "virtual gift card" electronically.The terms applicable to Electronic Gift Cards in this Chapter apply equally to E-Certificates. PROCESSING ELECTRONIC GIFT CARD TRANSACTIONS In connection with processing Electronic Gift Card Transactions, Company must comply with the following requirements: • Supply Servicer with all information and data required by Servicer to perform services related to Company"s acceptance of Electronic Gift Cards, including the location of POS Devices and EGC Cardholder Data. • Maintain all Transaction Receipts and any other receipts as required by Laws. • When Company sells an Electronic Gift Card from its physical location or locations, including sales completed via electronic commerce, Company is responsible for the collection and settlement of all funds relating to the sale of the Electronic Gift Card, including processing costs associated with such purchase(such as any Credit Card transaction fees or bank service fees, where applicable), ELK,rRONIC G Wr CARD PROCESSING SFRVICES Electronic processing of Transactions and purchases made by Customers using Electronic Gift Cards. Servicer will confirm electronically that the Cardholder presenting the Electronic Gift Card for the purchase of goods or services through Company has an active account on Servicer's Electronic Gift Card processing system and that there is, sufficient value associated with the Electronic Gift Card to 73 Eldvon Operating Guide OG201702 allow the Customer to complete the purchase. Servicer will adjust the Cardholder's account through either a debit or credit,as applicable, in the amount of any approved Transaction, Transaction Record Maintenance. Servicer will maintain an accessible electronic record of the Transactions conducted using an Electronic Gift Card for the lifetime of the card balance and after the z�balance on the card has been depleted for a period not less than sixty(60)days. DOWN'rimE Company will not process Electronic Gift Card Transactions if the Electronic Gift Card processing system is down and not able to verify the validity and available balance on an Electronic Gift Card. Cornpany will be solely liable for any losses or damages incurred if Company processes an Electronic Gift Card Transaction without receipt of such verification. ELECTRONic GIFT CARD ARTWORK Electronic Artwork. If applicable, Company is responsible for submitting electronic artwork to Servicer for approval, as described in the Graphic Specifications and Procedures manual provided separately by Servicer (the "Graphic Specifications and Procedures"). Company will comply with the Graphic Specifications and Procedures. Company understands that the card proof cannot be created without the submission of artwork, if requested or required. Failure to submit artwork or comply with the Graphic Specifications and Procedures may result in additional fees charged to Company for design work performed to correct the artwork and will result in the delay of the card production process. Servicer and card manufacturer cannot be held responsible for the quality of cards produced using artwork that does not meet the Graphic Specifications and Procedures. Digital artwork should be submitted to: Artwork naclavon.coni OR Elavon, Inc. Attn: Boarding- EGC 7300 Chapman I lighway Knoxville, TN 37920 When sending in artwork,please include; 1. Company name and MID 2. Indicate standard or custorn card order 1 Name and telephone nurnber of graphic contact should there be any questions or issues with the artwork submitted For complete detailed specifications, please send a request for Graphic Specifications and Procedures to Artwork@elavon.com. In your request please indicate that you want standard card or custom card specifications. Proofing and Production Procedure. Proofs for custorn card orders are provided electronically and sent to the email provided. Please print the proof, sign and fax back pursuant to the instructions on the proof. One proof is included in the card production costs. Each additional proof will be billed at thirty-five dollars (S35) each. All proofs for standard card orders are provided electronically as an Adobe pdf document. The proof will be sent to the email address then currently on file with Servicer. If the proof is acceptable, simply reply to the email and indicate approval. Provide detailed information if changes are required. In some instances you may also receive a printer's proof and you will be required to follow the instructions included with the proof, IMPORTANT: Incorrect graphics WILL delay your order. After you approve the proof, normal production timeframe for card delivery is 2-3 weeks for standard cards and 6-8 weeks for custom cards. --1) 74 Ela'von Operating(;tilde OG201702 Chapter Petroleum Services This Chapter describes certain services that are available to Companies operating in the petroleum industry that have been approved by Servicer to receive Petroleum Services. In addition to the requirements set forth in the Agreement and the procedures set forth elsewhere in the Operating Guide, Companies that use the Petroleum Services will adhere to the requirements set forth in this Chapter. PROVISIONS APPLICABLE To ALL PETROLEUM SERVICES 1. Access. a. Servicer and Servicer's authorized representatives may access, during normal business hours and occasionally after normal business hours, the Equipment and Software and Company's premises, including offices, facilities, equipment, personnel and other Company resources as required for Servicer to perform the site survey, Equipment and Software installation, inspection, maintenance, and other Petroleum Services, Company will arrange permitted access to areas of third-party facilities as necessary. Servicer will comply with reasonable rules, regulations, and security restrictions regarding access that Company provides in advance and in writing. Company will allow Servicer electronic access to the Equipment and Software at all times. Company will make sure that Servicer's representatives have access to electrical power at Company's location as required for Servicer to efficiently perform the Petroleum Services. b. Servicer reserves the right not to provide Petroleum Services with respect to any EqLlipMCflt at a Company location where Servicer reasonably determines that physical access to such Equipment or other conditions at the locations are unsafe. Servicer will notify Company of the unsafe condition so that Company can correct the safety issue, 2. Unpermitted Access. Cornpany will not attempt to obtain Petroleum Services by rearranging, tampering or making Uripen-nitted connection with Servicer's (or its vendors' or subcontractors'), system. Company will not, and will not assist anyone else to, (i) copy or duplicate the Software, or(ii) clecompile, disassemble, modify, create derivative works of, tamper, reverse engineer or emulate the Equipment or Software, Company will not sell, rem, lend or allow physical or electronic access to any Equipment, Software or Petroleum Services without Servicer's written consent. 3. Cooperation. Company will make sure that its personnel assist Servicer as necessary to install and integrate the Equipment and Software, to troubleshoot and isolate faults in the Equipment or Software, and to otherwise perform Petroleum Services. Company will also make sure that its locations are adequately staffed during installation and maintenance to assist Servicer to commission, troubleshoot, and isolate faults in any locations. Servicer will not be liable for any delay in performing, or inability to perform, its duties under this Chapter to the extent caused by any failure by Company to perform the 75 Elavon Operating Guide OG201702 duties assigned to it or to provide such resources. Company will reimburse Servicer for the reasonable expenses Servicer incurs as a direct result of Company failing to meet such obligations. 4. Fraud Prevention. Company will take reasonable steps to reduce, detect and manage fraud. Company will appoint a representative available to Servicer or its vendors or subcontractors to promptly respond to any fraud-related matters, 5. Title to Software. a. Company acknowledges that any Software and related updates Servicer supplies in connection with the Petroleum Services are subject to the proprietary rights of Servicer or its vendors (the "Licensors"). The Licensors will retain all right, title and interest in the Software, all copies, partial copies, compilations and translations of the Software,and Linder-lying intellectual property. b. Company will have no ownership interest or proprietary right in the Software, or any enhancements or derivative works,regardless of whether Company requests the development of or pays for such Software, enhancement, or derivative work. If Company pays for such Software, enhancement or derivative work, Company will have the right to use Such Software, enhancement or derivative work to receive the Petroleum Services. c. Company acknowledges that the Software constitutes trade secrets of the Licensors and that the Z� Software is protected by copyright law. Company will use tile Software and its related documentation for its internal use only and will not distribute, sell, assign, transfer, offer, disclose, reproduce, modify, lease or license the Software. Company will not use the Software to process the data of third parties or in a service bureau operation. Company will notify Servicer immediately cif the Unauthorized possession, use or knowledge of the Sollware. d. Company agMrees,that its breach of this Section 5 will cause the Licensors irreparable harm. COMPANY'S OBLIGATIONS FOR SMARTLINK SERVICES I. Internet Access. Prior to using SrnartLink Services, Company must supply at its expense a high speed Internet connection (e.g_ business class DSL or cable Internet or the equivalent). Company will make such high speed Internet connections available for SmartLink Services at all times. Servicer not be liable for such Internet services, and Company will be responsible for managing and repairing problems associated with Company's own telecommunications and processing systems (both hardware and Software). 2. Integration. Company will cooperate with Servicer to integrate Smarttink Services at Company's locations, including by reasonably assisting Servicer with interfacing the SmartLink Services with Servicer's vendors and subcontractors. Company is responsible for properly installing the Equipment and Software and is responsible for providing suitable secure space, power, network connectivity and other set-vices for the proper operation of the Equipment and Software, in each case at its expense, 1 Included Maintenance. In consideration for Company's payment of the monthly access and maintenance fees set forth in the Agreement, Servicer will provide corrective maintenance for SmartLink Services. 4, Excluded Maintenance. Maintenance does not include the following Services, unless specifically requested by and paid for by Company at Servicer's then-current rates: maintenance, repair, or replacement of parts damaged or lost through catastrophe, accident, lightning, theft, misuse, fault or negligence of Company, or causes external to the Equipment or Software, including failure of; or faulty, electrical power or air conditioning, operator error, failure or malfunction of data communication Equipment or Software not provided to Company by Servicer, or from any cause other than intended and ordinary use, modifications or alterations to the Equipment or Software other than 76 Elavon Operating Guide OG201702 Servicer-approved upgrades and configuration; modifications or alterations to the Equipment or Software by anyone other than Servicer; and deinstallation, relocation or removal of the Equipment or Software or any accessories,attachments, or other devices. 5. Modifications. Company is responsible for any alterations or modifications to the Equipment required to comply with any applicable Law. COMPANY'S OBLIGATIONS FOR VOYAGER CARD ACCEPTANCE Conditions of Voyager Card Acceptance. Company agrees to abide by all terms and conditions that apply to accepting Voyager Cards and receiving payment, including the following: 1. Company will honor all valid Voyagcr`�' Cards for purchases under the terms and conditions of the Operating Guide and the Agreement. 2. Company is responsible for checking the expiration date and any printed restrictions for both electronic and manual. Transactions. Company will electronically authorize all Transactions, if the POS Device authorization system malfunctions, Company will obtain an Authorization by calling (lie designated Voyager'phone number. if a sale is declined, the Voyager''Card will not be used to cornplete the sale. 3. At Customer-activated POS Devices, the sales draft will include truncated account number, sub number, truncated expiration date of the Voyager"" Card, the Transaction date and tirne, type of fuel sold,the total sale price,Authorization number, as required, and odometer reading. 4. All cashier-assisted electronic sales drafts and credit vouchers will be completed to include POS Device print showing the Card account name encoded in the Magnetic Stripe (if point-of-sale function is applicable), truncated account number, sub number, truncated expiration date of the Card, the signature of the authorized user, the Transaction date and time, type of fuel sold, a description of the service rendered (if requested), odometer reading (as permitted by the electronic POS Device), total sale price, and the Authorization number. 5. Company will provide a copy of the sales draft or receipt and credit vouchers to the Voyager" Card Cardholder at the time of sale or return. Company will retain a copy of the sales draft for a period of six months from the date of purchase. 6. A Chargeback will be made for sales that are disputed for any reason, including (a) required Authorization was not obtained,(b)were for unauthorized merchandise,(c)were fraudulently made by an employee of Company, (d) the procedures for completing and handling sales drafts or receipts or credit vouchers were not followed, or (e') were in violation of printed instructions. Servicer will promptly notify Company of any Chargeback. 7. Company will maintain a fair policy for the exchange and return of merchandise. Company will promptly submit credits for any returns that are to be credited to the Voyager` Card Cardholder's account. 8. ]Fees for processing Voyager` Card will accrue daily and be collected by electronically debiting Company's DDA at the sarne time that processing fees for other Payment Devices are debited. If Company's bank rejects or returns Servicer's debit, Company remains liable for payment of Voyager' processing fees, Equipment and Software, along with any collection fees as specified in the Agreement. COMPANY'S OBLIGATIONS FOR WRIGHT ExPRESS CARD ACCEPTANCE If Company has been approved to accept commercial fleet Payment Devices associated with Wright Express, Company agrees to enter into and accept such Payment Devices pursuant to a Wright Express 77 lavon Operating Guide OG201702 Charge Card Acceptance Agreement. Company acknowledges that Servicer will only provide authorization or data capture services, or both, for Wright Express, and Company will rely upon Wright Express for all other services, including settlement, COMPANN"S OBLIGATIONS FOR PRIVATE LABEL CARD ACCEPTANCE If Company notifies Servicer and obtains Servicer's approval,and enters into and abides by an agreement with the issuer of a Payment Device designed for commercial fleet Transactions issued by a third party, exclusive or Voyager*or Wright Express (a"Private Label Card") for the acceptance of such Private Label Cards,then Company may accept such Private Label Card'Fran sactions.Company agrees that Servicer will only provide authorization or data capture services, or both,for Such Private Label Cards,and Company will rely upon the issuer of the Private Label Card for all other services, including settlement. 78 Eldvon Operating Guide OG201702 Chapter 11M 8 Converge Services This Chapter describes certain services that are available to Companies that have been approved by Servicer for Converge Services, including Converge Tokenization Services if selected by Company. In addition to the requirements set forth in the Agreement and the other applicable procedures set forth in the Operating Guide, Companies that use Converge Services will adhere to tile requirements set forth in this Chapter, USE OF CONVERGE SERVICES The Converge online terminal and payment system (the -Converge Payment System") owned and operated by Servicer is provided to Company under the terms and conditions of the Converge Terms of Use, which may be updated frorn time to time and which are incorporated by reference into the Operating Guide. BY LOGGING ONTO TI lE CONVERGE PAYMEINT SYSTEM, COMPANY AGREES TO BE BOUND 13Y ALL OF THE TERMS AND CONDITIONS OF THE CONVERGE TERMS OF USE. IF COMPANY DOES NOT ACCEPT T '1HE JI'.1 RMS OF USE, COMPANY MAY NO'F USI-` THE CONVERGE PAYMENT SYSTEM. In addition, Companies Who use the Converge Payment System may use the Converge payment system mobile application (tile"Converge Application")to access the Converge Payment System. Company's use of the Converge Application is subject to the Converge Terms of Use and the End User License Agreement for the Converge Application, which is available on the Converge Application. In connection with the Converge Services,Company is responsible for: Compliance with the. Developer Guide to the Converge Services, which is available at as,the same may be updated by Servicer from time to time. All content, design and development of any Custorner-facing payments website or interface, except to the extent such content, design and development is exclusively controlled by Servicer as set forth in the Developer Guide to the Converge Services. • Configuring the Converge interface in accordance with the Developer Guide to the Converge Services. For more inforl-nation about Converge Set-vices,please visit litti)�//`%v%vNv.cotiver-(-,eliLi�,).cor-n. ADDITIONAL TERMS,APPLICABLE TO CONVERGE SERVICES I. License Grant. Subject to paragraph 2 below, Servicer grants to Company a nonexclusive, nontransferable license (without a right of sublicense) to access and use, as applicable, the Converge Payment System (including APls and software, the Converge Application, and documentation), exclusively for Company's internal business use to receive the Converge Services. 79 Elav" on Operating Guide OG201702 2. Converge Services Restrictions. Company will not, and will ensure that its employees, agents, contractors,and vendors do not: a. copy (other than maintaining one backup or archival copy for Company's internal business use only), re-sell, republish, download, frame or transmit in any form or by any means the Converge Payment System,or any part thereof; b. rent, lease, subcontract, operate or otherwise grant access to, or use for the benefit of, any third party,the Converge Payment System; c. decompile,disassemble,reverse engineer or translate the Converge Payment System; d. change,modify,alter or make derivative works of the Converge Payment System; e. without Servicer's prior written consent, grant any third party access to the computers, hardware, system or equipment on which the Converge Payment System or the Converge Services are accessible; f. attempt to interfere with or disrupt the Converge Payment System or attempt to gain access to any other services,hardware or networks owned,maintained or operated by Servicer or its suppliers; g. disclose any passwords or other security or authentication device with respect to the Converge Payment System to any person other than the person to whom it was issued; h. remove, conceal or alter any identification, copyright or other proprietary rights notices or labels on the Converge Payment System; i. directly or indirectly,ship,export or re-export the Converge Payment System; j. directly or indirectly resell or re-offer the Converge Services;or k. act as a gateway through which a third party may gain access to the Converge Payment System or the Converge Services. 3. Implementation. Company will pay for any preparation of its facilities necessary for it to access the Converge Payment System and use the Converge Services in connection with this Chapter. 4. Ownership. The Converge Payment System, Servicer's Internet websites, and any related intellectual property will remain the exclusive property of Servicer or its licensors,as applicable.Company has no right in or license grant to any source code contained in or related to the Converge Payment System. As between Servicer and Company, Servicer or its licensors, as applicable, will retain all rights, title and interest in the Converge Payment System and the intellectual property. Any information obtained or works created in violation of this Chapter will be both the intellectual property and the Confidential Information of Servicer or its licensors, as applicable, and will automatically and irrevocably be deemed to be assigned to and owned by Servicer or its licensors,as applicable. 5. Use by Third Parties. Company may allow one or more third parties to access the Converge Payment System and use the Converge Services, but only for Company's benefit and in connection with Company's internal business operations and activities, including access to the Converge Payment System and use of the Converge Services from backup equipment at a secure off-site backup location and for testing purposes,subject to the restrictions of this Chapter and provided such third parties have agreed to be bound by the licensing terms and restrictions of this Chapter. 6. Upgrades. Servicer will make available to Company any updates, upgrades or modifications to the Converge Payment System that Servicer generally makes available to its other customers, and each 80 Elavon Operating Guide OG201702 such update, upgrade or modification will be deemed to be part of the Converge Services and will be governed by the terms of this Chapter. TERMS APPLICABLE TO CONVERGE TOKENIZATION SERVICES 1. Converge tokenization services. The Converge Tokenization Services consist of a tokenization feature pursuant to which Servicer will provide Company with randomized numerical tokens (each, a "Token") in substitution for the account numbers associated with certain types of cards and other payment devices as further specified in the Converge Developers Guide, as the same may be updated by Servicer from time to time (each such number, a "Card Account Number"; such services, the "Converge Tokenization Services"). More specifically, when a Card Account Number associated with a Transaction is transmitted from Company to Servicer through the Converge Services, Servicer will: a. generate a Converge Token; b. associate the Converge Token with the Card Account Number;and c. send the Converge Token, instead of the Card Account Number, back to Company in the Transaction authorization response message. As long as Company elects to purchase the Converge Tokenization Services, the Converge Token, rather than the associated Card Account Number, may be submitted by Company to Servicer through the Converge Services to process additional Transactions to the Credit Card or Signature Debit Card associated with such Converge Token across all Company locations. The Card Account Number associated with each Converge Token generated by Servicer can be retrieved by Servicer, on Company's written request, until the date that is three years after the expiration or termination of the Converge Tokenization Services(the"Converge Token Validity Period"), provided that the retrieval of Card Account Numbers after the expiration or termination of this Chapter will be subject to additional terms and conditions and at an additional cost to Company. Company acknowledges that the Converge Tokens will be formatted in Servicer's reasonable discretion and may not be compatible with other Company systems,equipment,communications devices,databases and/or services. 2. Company's responsibilities regarding the Converge Tokenization Services: a. Company will cause the appropriate hardware, including POS Devices, to be readily available for use at all Company locations that are the recipients or users of the Converge Tokenization Services. b. Company acknowledges that Servicer does not store Credit Card or Debit Card expiration dates. In order to use a Converge Token to process a Transaction through the Converge Services,Company must provide the Converge Token(in lieu of a Card Account Number)together with the expiration date for the original Credit Card or Debit Card. 3. De-tokenization.Company may request a reversal of the Converge Tokenization process as follows: a. To reverse the Converge Tokenization process on an individual Converge Token basis, Company may access a Servicer web portal and, with appropriate authentication credentials, retrieve the Card Account Number associated with any Converge Token. b. To reverse the Converge Tokenization process on a bulk basis (i.e., in excess of 100 Converge Tokens at a time), an officer of Company must make a request in writing to Servicer and provide Servicer with the Converge Tokens for which Company wishes to reverse the Converge Tokenization process. Servicer will provide Company's requesting officer with an encrypted file (in a format determined by Servicer)containing the Card Account Numbers associated with such 81 Elavon Operating Guide OG201702 Converge Tokens within 30 days of receiving the request in a manner determined by Servicer. Company acknowledges and agrees that additional terms and conditions may apply to reversal of Converge Tokenization on a bulk basis. c. Company is responsible for managing its database of Credit Card and Debit Card expiration dates, and will not submit requests to Servicer for reversing Converge Tokenization for expired Credit Cards or Debit Cards. If Company nonetheless submits such requests, Company will bear Servicer's costs for production of the Card Account Numbers for such expired Credit Cards and Debit Cards, 4. Relationship to other Services. The terms specific to the SAFE-T Services are inapplicable to the Converge Services and the Converge Tokenization Services and the terms of this Chapter are inapplicable to the SAFE-T Services. 82 Elavon Operating Guide OG201702 Chapter ANW& Services in Cana�da This Chapter describes certain requirements with which Companies operating in Canada ("Canadian Companies") must comply. Canadian Companies must CXCCUte a separate agreement or otherwise be approved to receive Set-vices from Servicer for Transactions accepted at Company locations in Canada. Canadian Companies must comply with the requirements set forth in the Agreement and in the Operating Guide, as Such requirements are supplemented and/or modified by the following requirements contained in this Chapter. For purposes of Transactions in Canada,please note the following: o All references to"U.S. Mail"also include the Canadian Postal Service. • All U.S. dollar amounts contained within the Operating Guide should be deemed to be Canadian dollars by Canadian Companies. All references to U.S. law enforcement agencies in the Operating Guide are replaced with references to n the Royal Canadian Mounted Police or the local police of the jurisdiction,as applicable. CHAPTER I The following provisions are hereby added to or amended in Chapter I of(lie Operating Guide,About Your Car4l Program: * In tile "Types of Cards" section of Chapter I of the Operating Guide, About Your Card Program, the following provision is hereby added: "Automated Teller Machine (A,rm) Card" includes an Automated BankingL, Machine (ABM) Card, An ABM Card is issued by a Financial institution and allows a Customer to withdraw funds, make deposits or perform other banking functions though an ABM. * In the "General Operating Guidelines" section of Chapter I of the Operating Guide, About Your Card Z, Prolqrain, in the"Do Not Set Restrictions oil Card Transactions" section, the hallowing is hereby added after the second sentence: "Further, Company may provide differential discounts among different Payment Networks. All discounts must be clearly marked at the point-of-sale." * In the "General Operating Guidelines" section of Chapter I of the Operating Guide, About Your Curd Program, the "Do Not Discriminate" section is deleted and replaced with the following: "No Obligation to Accept All Cards of a Payment Network: If you accept Credit Card payments from a particular Payment Network you are not obligated to accept Debit Card payments from that same Payment Network, and vice versa. You can choose to accept only Credit Card or Debit Card payments from a Payment Network without having to accept both." 83 Elavon Operating Guide OG201702 o In the "General Operating Guidelines" section of Chapter 1 of the Operating Guide,About Your Card Program, in the "Security Program Compliance" section, the reference to "Visa's Cardholder Information Security Program (CISP)" is hereby replaced with "Visa's Account Information Security (AIS) program," with which Canadian Companies and any third party vendors utilized by Canadian Companies must comply. CHAPTER 2 The following provisions are hereby added to or amended in Chapter 2 of the Operating Guide, Processing Transactions: o In "The Electronic Authorization Process" section of Chapter 2 of the Operating Guide, Processing Transactions, Canadian Companies must send "Declined Pick-Up" Cards to the following Canadian address: Exception Processing ATTN: Card Pick Up Elavon Canada Company P.O. Box 4373 STN A Toronto,Ontario M5W3P6 o The "Transaction Processing Restrictions" section, "Surcharges" paragraph, of Chapter 2 of the Operating Guide, Processing Transactions, is inapplicable, as surcharging of Credit Card Transactions is not permitted in Canada. o In the "Processing Card Not Present Transactions — Card Identification Number and Address Verification Service"section of Chapter 2 of the Operating Guide, Processing Transactions,Canadian Companies needing more information about processing Card Not Present Transactions should call the following numbers for assistance from American Express and Discover Network: • American Express: (800)268-9824 • Discover Network: (800)263-0104 o In the "Additional Requirements Applicable to PIN-Authorized Debit Card Transactions" section of Chapter 2 of the Operating Guide, Processing Transactions,the following provisions are hereby added with respect to PIN-authorized Debit Card Transactions in Canada: Surcharges. Company may add an amount to the price of goods or services Company offers as a condition of paying with a Interac Debit Card provided that the Cardholder is notified through the POS Device of such amount and the Cardholder has the option to cancel the Debit Card Transaction, without cost, prior to the Debit Card Transaction being sent to the Issuer for Authorization and provided that the addition of a surcharge or user fee is permitted by the Debit Card Rules. Visa, MasterCard and Discover Network do not permit surcharging of Debit Card Transactions in Canada. Non-Disclosure of Debit Card Rules.Company will not disclose the Debit Card Rules to any Person except as may be permitted under the Agreement or required by applicable Law. For purposes of Transactions in Canada, the Debit Card Rules include all applicable rules and operating regulations of the EFT Networks, and all rules, directions, operating regulations, and guidelines for Debit Card Transactions issued by Servicer from time to time, including, without limitation, all amendments, changes, and revisions made thereto from time to time. Company agrees to take care to protect the Debit Card Rules using a degree of care at least equal to that used protect Company's own confidential information, and Company will not use the Debit Card Rules for its own benefit or the benefit of any third person without the consent of the EFT Networks. 84 Elavon Operating Guide OG201702 Employee Logs; Due Diligence. Company will maintain accurate logs of employee shifts, and will provide these logs to Servicer within 24 hours of a request to do so as part of an investigation of a Debit Card fraud or other incident. Company acknowledges and agrees that the EFT Network requires Servicer or its designated agents to perform a due diligence review to determine that Company is able to comply with all applicable requirements for the Debit Card Transaction services, including but not limited to security and technical standards specified by Servicer and the EFT Networks. Company acknowledges that additional due diligence may be conducted by Servicer or its designated agents in the event of a change in control of Company's business. Servicer will not be required to provide the Debit Card Transaction services to Company if Servicer determines that to do so would pose a material risk to the security or integrity of the Debit Card Transaction services. o In the "Additional Requirements Applicable to PIN-Authorized Debit Card Transactions" section of Chapter 2 of the Operating Guide, Processing Transactions, the following provisions are added to the "Use and Availability of POS Devices and PIN Pads" heading with respect to PIN-authorized Debit Card Transactions in Canada: • Company is responsible for installing the POS Device and PIN Pad in such a way that Cardholders may enter their PIN into the PIN Pad in a confidential manner. Company must not install the PIN Pad in a location that will allow easy visibility by third parties when the PIN Pad is in use by a Cardholder. For attended operations, Company must equip the PIN Pad with a privacy shield or design it to be hand-held so that the Cardholder can shield it with his or her body. • Company must take all reasonable precautions to ensure that all POS Devices are closed and unavailable for use after business hours. Company also must advise Servicer immediately if Company suspects that any POS Device has been tampered with or if any PIN Pad has been lost or stolen. • Company must not manually key direct Debit Card information into a POS Device in order to complete a Transaction. Company must give the Cardholder a Transaction Receipt regardless of whether a Debit Card Transaction is approved,declined or not completed. • If Company's printer is not operational and Company's POS Device has processed the Debit Card Transaction, Company will (i) provide an alternate Transaction Receipt, such as a completed and dated sales slip or manually created facsimile showing the account number on the Debit Card to indicate that payment was made with that Debit Card,or(ii)reverse the Debit Card Transaction on the day of the request or the next business day if the Cardholder requests that Company do so. • If a Debit Card is left at Company's premises, Company agrees to promptly return it to the Cardholder, subject to satisfactory identification of the Cardholder, or if Company is unable to return the Debit Card or if the Debit Card is not claimed within twenty four(24)hours, Company must deliver such card to us at Company's first available opportunity. o In the "Additional Requirements Applicable to PIN-Authorized Debit Card Transactions" section of Chapter 2 of the Operating Guide, Processing Transactions, in addition to the listed requirements under the"Transaction Receipt Requirements"heading, the following requirements apply with respect to PIN-authorized Debit Card Transactions in Canada: Transaction Receipt Requirements. Company will retain a copy of each Debit Card Transaction Receipt for a period of three(3)years from the date of the applicable Transaction. The following requirements are hereby added to the information which must be contained on a Debit Card Transaction Receipt: • Unique number or code assigned to the POS Device at which the Debit Card Transaction was made; • Issuer Authorization Number; 11-1 85 Elavon Operating Guide OG201702 • Indicate the status and disposition of the Transaction, approved or declined; and • Amount of any user fee or surcharge amount, if imposed, * In the "Additional Requirements Applicable to PIN-Authorized Debit Card Transactions" section of Chapter 2 of the Operating Guide, Processing Transactions, in addition to the listed procedures under the "Merchandise Returns" heading, the following procedures apply with respect to PIN-authorized Debit Card Transactions in Canada: Merchandise Returns. • For all Merchandise returns, or any other debit return initiated through Company's POS Device or account,Company bears all responsibility for such transactions even if fraudulent. * In the "Other Transaction Types" section of Chapter 2 of the Operating Guide, Processing Transactions, Linder the "Quasi Cash Transactions" heading, the following additional language is added to"Casino gaming chips": Casino gaming chips—must be authorized using a POS Device that is capable of reading the Card Verification Value from the Mae'netic Stripe. A key-entered Transaction is not permitted for the purpose of obtaining Casino gaining chips. CHAPTER 5 The following provision is applicable to Canadian Companies and is hereby added to Chapter 5 of the Operating Guide, Code 10 Procedures: 0 Canadian Companies that encounter unauthorized Cards should send the information set forth in Chapter 5 of the Operating Guide to the following Canadian address: Exception Processing ATTN: Card Pick Up Elavon Canada Company P.O. Box 4373 STN A Toronto, Ontario M5W3P6 CHAPTER The provisions set forth in Chapter 8, Fehicle Rental or Leasing Authorization Procedures, are inapplicable, as these services are not available to Canadian Companies, CHAPTER9 The provisions set forth in Chapter 9, Lodging Accommodations Authorization 1'rocedures, are inapplicable,as these services are not available to Canadian Companies. CHAPTER 10 The following provision is hereby added to Chapter 10 of the Operating Guide, Convenience and GovernmentIPublic Institution Set-vice Fee Requirements in the Convenience Fee subsection: --1 86 Ela'von Operating Guide OG201702 o Company may charge a convenience fee only if Company does not accept Visa in the channel of commerce to which the convenience fee is applied(Visa does not permit convenience fees in Canada). The following provision is hereby added to Chapter 10 of the Operating Guide, Convenience and Government/Public Institution Service Fee Requirements in the Government/Public Institution Service Fees subsection: c Company may charge a GPISF only if Company does not accept MasterCard in the channel of commerce to which the GPISF is applied(MasterCard does not permit service fees in Canada). Section 3(b)of the GPISF section of Chapter 10 is modified as follows: i. Eligible Companies. Companies operating in MCCs 4900(Utilities), 6513 (Property M anagern ent/Rent), 8220(Universities&Colleges), 8211 (Private Elementary& Secondary Schools), 8351 (Childcare), 9222(Fines), and 93 11 (Taxes)are eligible to charge or to have Servicer charge a GPISF to Customers in connection with an Eligible Transactions listed in 3(b)(ii) below. ii. Transaction Requirements, The following requirements apply to Canadian Eligible Transactions Under Section 3(b). 1. The GPISF may only be assessed fat-Transactions resulting from Card Not Present channels. The GPISF may be applied on recurring transactions. 2. '"I'lie GPISF must be disclosed to the Cardholder prior to the completion of the Transaction, and the Cardholder must be given the option to cancel the Transaction if the Cardholder does not wish to pay the GPISF. 3. The GPISF may be assessed by Company or a third party, with the assessor of the service fee clearly disclosed to the Cardholder, 4. The GPISF should only be assessed on the final Transaction arnount, after all discounts and rebates have been applied. The GPISF may be recorded and processed as a separate Transaction if assessed by a third party. 5. The GPISF must be recorded separately on the transaction receipt,regardless of the assessor. 6. The GPISF must not be identified as a"Visa Fee," 7. Company may not assess a separate Convenience Fee or Credit Card Surcharge(as Such terms are defined in Visa's Payment Network Regulations)or if prohibited based on local law. & The GPISF fee cap is 0.75% for debit and 1.75% for eligible Credit, Prepaid,and International Credit Card Transactions.The GPISF may not be greater than the service fee charged on a similar transactions using a similar form of payment through any other Payment Network at the same Company. The GPISF must be the sarne for all similar Card products, regardless of the issuer. 9. Companies accepting Visa cards for Eligible Transactions must include the words "Service Fee" in the "Cornpany name" field of the Visa Transaction clearing record for the collection of the GPISF. Company must accept Visa as a means of payment in all Card Not Present channels.. NCH APTER11 The provisions set forth in Chapter 11, Electronic Benefils Transfer (EBT) Transactions, are inapplicable, as these services are not available to Canadian Companies. CHAPTER12 The provisions set forth in Chapter 12, PIN-less Bill Payment Transact ions, are inapplicable, as these services are not available to Canadian Companies. ,--1 87 El dvon Operating Guide OG201702 CHAPTER13 The provisions set forth in Chapter 13, No Signature Required Transactions, are inapplicable, as these services are not available to Canadian Companies, CHAPTER 14 The provisions set forth in Chapter 14, Wireless Service Transactions, are inapplicable, as these services are not available to Canadian Companies. CHAPTER15 The provisions set forth in Chapter 15, Store and Forivard Application Transactions, are inapplicable, as these services are not available to Canadian Companies. CHAPTER 20 The provisions set forth in Chapter 20, Services in Puerto Rico, are inapplicable, as these services are not available to Canadian Companies, CHAPTER 21 The provisions set forth in Chapter 21, Fanfare Loyalty and Gift Card Set-vices, are inapplicable, as these services are not available to Canadian Companies, CHAPTER 33 The following provision is applicable to Canadian Companies and is hereby added to Chapter 33 of the Operating Guide,Additional Resources: c) To obtain Payment Network-specific information, Canadian Companies can access the following web sites: American Express: httj2:/,Iwwvw.aiiiei-icaiiexpi-ess,c, Discover Network: littp://ww%v.iiovustiet.com MasterCard: littp://wNvrv.niastercard.coiii/canad-,i/business/iiierclialit Visa: littp:klwww.visa.ca INTERAC ONLINE SERVICES Interac Online is a service whereby an Interac Online Cardholder may choose to pay Company for goods and services purchased over the Internet from a Customer account at a financial institution. The following, provisions are applicable to Canadian Companies utilizing the Interac,Online services. Interac Online Rules. Company will comply with and be bound by the Interac Online Rules, which are incorporated by this reference as if fully set forth herein. Servicer and/or the Acxsys Corporation may amend the Interac Online Rules and any of their requirements ancVor regulations at any time and continued use of the Interac Online services will evidence Company's agreement to be immediately bound by any new requirements and/or regulations, Company hereby grants to Servicer the right to verify that Company is in compliance with the Interac Online Rules. Company will not disclose the Interac Online Rules to any Person except as may be Eldv'An 88 Operating Guide OG201702 permitted under the Agreement or as required by applicable Law. Due Diligence. Company acknowledges and agrees that Servicer or its designated agent may perform a due diligence review to determine Company's ability to comply with all applicable requirements of the Interac Online Rules, Company acknowledges and agrees that additional due diligence may be conducted by Servicer or its designated agent in the event of it change in control of Company's business. Servicer will not be required to provide the Interac Online services to Company if Servicer determines that to do so would pose a material risk to the security or integrity of the Interac Online system. Company provides informed consent that Servicer may use any infon-nation collected from its Companies. Security. Company agrees to provide to Servicer the information required to complete Servicer's security C� compliance certification program, as required by the Interac Online Rules, Minimum Transaction. Cornpany agrees to comply with any Minimum transaction values which may be set by Servicer or the batik or other financial institution issuing the Interac Online Card. Types of'"U'ransactions. Company May process purchases and reflunds (credits) For Interact Online Cardholders. Company may not process Transactions for cash back or balance inquiries. Interac Online Transaction Fees. Company may not add any amount to the posted price of goods or services as a condition ofpaying,with all Interac Online Card, unless permitted by the applicable Interac Online Rules, Display of Interac Online Logo and/or Wordmark. Unless otherwise informed by Servicer, Company will prominently display the most current version of the Interac Online logo and/or wordmark on the checkout page of Company's website in accordance with the specifications and requirements set forth in the Interac Online Rules, Company's right to use or display such marks will continue only as long as the Agreement remains in effect and such right will automatically terminate upon termination of the Agreement. Z�l Website Requirements. Company"s website must comply with the Agreement and the Interac Online Rules, including,but not limited to,the following: • Coqfirniation Page: Company must display both the bank or other financial institution's name and confirmation number as received in the form post message.The Customer must be given the Opportunity to print the confirmation page as a record of the Transaction, which may be accomplished using the web browser's print function. Further, the confirmation page should state that the Transaction was successful, • 7'iineoytt message: If Company allows less than 30 MillLACS for a Customer to complete a Transaction through an issuer's website, Company will post notice on the Company website to inform the Customer the amount of time allotted to complete the Transaction and that the Transaction will -tinleout" ifthe Customer does not complete the"transaction within the allotted time. Currenc�v: Company website must disclose the amount that will be debited frorn the Customer's account in Canadian funds, and indicate that the.Currency is Canadian dollars(e.g., by using the prefix "CS"or "CAD"). Learn More: Company must provide a link to the"Learn More"site before the Customer initiates the "transaction and leaves Company's website. CHIP AND PIN TRANSAcriONS Credit Cards and Debit Cards are changingL, from signature-based and PIN-based Magnetic Stripes to PIN-based M Chip Cards. This initiative, which is known as"Chip and PIN," is in response to escalating levels of fraud, most notably, Counterfeiting and the use Of lost or stolen Cards, A Chip Card contains a microchip, which is embedded into the Card. It contains extremely secure mernory and processing capabilities. The infortnation it Elav' on Operating Guide OG201702 contains helps ensure that the Chip Card is authentic and makes it difficult and expensive for a criminal to counterfeit the Chip Card. A PIN is entered by the Cardholder to confirm that they are the actual owner of that Chip Card. Chip Card Acceptance. • The Chip Card and Cardholder must be present for all Chip and PIN Transactions. • To initiate a Chip and PIN Transaction, insert the Chip Card into the Chip-Reading Device. • Company will require that each Cardholder enter his or her PIN at the Chip-Reading Device. No data referencing the Cardholder's PIN will be printed on any Transaction Receipt. • Company must submit Authorization and clearing messages for Chip and PIN Transactions using full data. • Company must provide the Authorization Code in the clearing record for all Chip and PIN Transactions that are approved offline. • If a Canada Issuer(or its agent) issues a Declined Code or a Declined Pick-Up Code,or a Compliant Chip Card declines a Chip and PIN Transaction,the Transaction must not be processed by any other means. • If the Chip or Chip-Reading Device is inoperable, Company must obtain a Magnetic Swipe Authorization. If the Magnetic Stripe cannot be read, or if Magnetic Swipe Authorization is not available, existing Card acceptance and Transaction processing procedures apply. Note that where an Authorization request is made when the Chip or Chip-Reading Device is inoperable, Company must include the appropriate values in the Authorization request identifying the Transaction as a fallback Transaction to the Chip and PIN Transaction. • Company must comply with all, and ensure that its Chip-Reading Devices comply with all, Payment Network Regulations applicable to Chip and PIN Transactions, including all operating requirements, technical guides and other requirements specified by the applicable Payment Networks in connection with the acceptance of Chip Cards. Note that Company will have sole and exclusive liability for counterfeit and fraudulent Transactions that occur, but which could have been prevented had Company installed and properly used Chip and PIN Technology in accordance with all Payment Network Regulations, 11-1 90 Elavon Operating Guide OG201702 Chapter Agog, Mmlh& 1 Z. 0 Services ion Puerto Rico This Chapter describes certain requirements with which Companies operating in Puerto Rico ("Puerto Rican Companies") must comply, Puerto Rican Companies must execute a separate agreement or otherwise be approved to receive Set-vices, from Servicer for Transactions accepted at Company locations in Puerto Rico. Puerto Rican Companies must comply with all requirements set forth in the Agreement and in this Operating Guide,as such requirements are supplemented ariftr modified by the provisions contained in this Chapter. CHAPTER The following provisions are hereby added to or amended in Chapter I of the Operating Guide,About Your Card Program: o In the "General Operating Guidelines" section of'Chapter I of the Operating Guide, About Your Card Program, in the "Security Program Compliance" section, the reference to "Visa's Cardholder InFormation Security Program (LISP)" is hereby replaced with "Visa's Account Information Security (AIS) program," with which Puerto Rican Companies and any third party vendors utilized by Puerto Rican Companies must comply. CHAPTER2 The following provisions are hereby added to or amended in Chapter 2 of the Operating Guide, Processing Transactions: 0 In the "Additional Requirements Applicable to PIN-Authorized Debit Card Transactions" section of Chapter 2 of the Operating Guide, Processing Transactions, the Following provisions are hereby added with respect to PIN-authorized Debit Card Transactions in Puerto Rico: Surcharges. The ATII Network does not permit surcharging of Debit Card Transactions at POS ZD Devices. Non-Disclosure of Debit Card Rules, Company will riot disclose the Debit Card Rules to any Person except as may be permitted under the Agreement or required by applicable Law. For purposes of Transactions in Puerto Rico, the Debit Card Rules include all applicable rules and operating regulations of the EFT Networks, and all rules, directions, operating regulations, and guidelines for Debit Card Transactions issued by Servicer f1rom time to time, including, without limitation, all amendments, changes, and revisions made thereto from time to time. Company agrees to take care to protect the Debit Card Rules using a degree of care at least equal to that used protect Company's own confidential information, and Company will not use the Debit Card Rules for its own benefit or the benefit of any third person Without the consent of the EFT Networks. 91 Elav" on Operating Guide OG201702 Employee Logs; Due Diligence. Company will maintain accurate logs of employee shifts, and will provide these logs to Servicer within 24 hours of a request to do so as part of an investigation of a Debit Card fraud or other incident. Company acknowledges and agrees that the EFT Networks require Servicer or its designated agents to perform a due diligence review to determine that Company is able to comply with all applicable requirements for the Debit Card Transaction services, including but not limited to security and technical standards specified by Servicer and the EFT Networks. Company acknowledges that additional due diligence may be conducted by Servicer or its designated agents in the event of a change in control of Company's business. Servicer will not be required to provide the Debit Card Transaction services to Company if Servicer determines that to do so would pose a material risk to the security or integrity of the Debit Card Transaction services. o In the "Additional Requirements Applicable to PIN-Authorized Debit Card Transactions" section of Chapter 2 of the Operating Guide, Processing Transactions, the following provisions are added to the "Use and Availability of POS Devices and PIN Pads" heading with respect to PIN-authorized Debit Card Transactions in Puerto Rico: • Company is responsible for installing the POS Device and PIN Pad in such a way that Cardholders may enter their PIN into the PIN Pad in a confidential manner. Company must not install the PIN Pad in a location that will allow easy visibility by third parties when the PIN Pad is in use by a Cardholder. For attended operations, Company must equip the PIN Pad with a privacy shield or design it to be hand-held so that the Cardholder can shield it with his or her body. • Company must take all reasonable precautions to ensure that all POS Devices are closed and unavailable for use after business hours. Company also must advise Servicer immediately if Company suspects that any POS Device has been tampered with or if any PIN Pad has been lost or stolen. • Company must not manually key direct Debit Card information into a POS Device in order to complete a Transaction. • Company must give the Cardholder a Transaction Receipt regardless of whether a Debit Card Transaction is approved, declined or not completed. If Company's printer is not operational and Company's POS Device has processed the Debit Card transaction, Company will (i) provide an alternate Transaction Receipt, such as a completed and dated sales slip or manually created facsimile showing the account number on the Debit Card to indicate that payment was made with that Debit Card, or (ii) reverse the Debit Card Transaction on the day of the request or the next business day if the Cardholder requests that Company do so. • If a Debit Card is left at Company's premises, Company agrees to promptly return it to the Cardholder, subject to satisfactory identification of the Cardholder, or if Company is unable to return the Debit Card or if the Debit Card is not claimed within twenty four(24)hours, Company must deliver such card to us at Company's first available opportunity. o In the "Additional Requirements Applicable to PIN-Authorized Debit Card Transactions" section of Chapter 2 of the Operating Guide, Processing Transactions, in addition to the listed requirements under the "Transaction Receipt Requirements" heading, the following requirements apply with respect to PIN authorized Debit Card Transactions in Puerto Rico: Transaction Receipt Requirements. Company will retain a copy of each Debit Card Transaction Receipt for a period of three (3) years from the date of the applicable Transaction. The following requirements are hereby added to the information which must be contained on a DebitCard Transaction Receipt: • Unique number or code assigned to the POS Device at which the Debit Card Transaction was made; 92 Elavon Operating Guide OG201702 • Issuer Authorization Number-, • Indicate the status and disposition of tile Transaction,Approved or Declined„ and • Amount of any user fee or surcharge amount, if imposed. In the "Additional Requirements Applicable to PIN-Authorized Debit Card Transactions" section of Chapter 2 of the Operating Guide, Processing Transactions, in addition to the listed procedures Linder the "Merchandise Returns" heading, the following procedures apply with respect to PIN-authorized Debit Card Transactions in Puerto Rico: Merchandise Returns. • For all Merchandise returns,or any other debit return initiated through Company's POS Device or account,Company bears all responsibility for such transactions even ifftatidulent, CHAPTER 10 The following provision is hereby added to Chapter 10 of the Operating Guide, Convenience Fee Requirenients: o Company may charge a convenience fee only if Company does not accept Visa in the channel of commerce to which the convenience fee is applied. CHAPTER12 The provisions set forth in Chapter 12, PIN-less Bill Pqvinent Transactions, are inapplicable, as these services are not available to Puerto Rican Companies. CHAPTER 21. The provisions set forth in Chapter 21, Fanfare Loyully and Gfi Card Services, are inapplicable, as these services are not available to Puerto Rican Companies. IVU (Impuesto de Venta y Uso) Program Companies operating in Puerto Rico must comply with the requirements of this Chapter. All Companies that operate locations in Puerto Rico are obligated to register with the Department of Treasury and may be required to participate in the IVU program. Companies operating in Puerto Rico must complete the IVU registration process to determine if your business qualifies. Company Obligations in the IVU Program All Companies are obligated to register for the IVLJ program, If you have not registered, please follow tile registration steps below: 0, Visit the Department of''Treasury's internet website at Ww"jVLll01Q.0rA4ov and click on the Portal de Registro. • During the registration process, please select Elavon as your processor. , • You will be notified whether your business qualifies for the IVU program and you will receive a Merchant Registration Number. 93 Eldv' on Operating Guide OG201702 IfYOU complete the registration process, but are advised that you are not eligible for the IVU program, you have complied with the requirements of the IVU program. • Please note that any company that does not register Could be Subject to a penalty imposed by the Department of"Treasury. All eligible Companies must: Process or register thrOLI&III your POS Device all transactions for goods or services for which the purchaser is present at the point of sale. • Provide the purchaser the official purchase receipt,with the control code,printed by the POS Device. • `r Fransrnit, on a daily basis, all sales tax data to Elavon via your POS Device and Elavon will relay that information to the Department 0 f T reasury. 1_xercise due care in using the POS Device. Guidelines for Companies Elavon offers several POS Devices that support the IVU program as an integrated feature of our transaction- Processing services. Bo,uU)IN(; Contact Elavon Customer Care to request support For the IVU program oil Your POS Device. • Complete and sign an Add Equipment form. Be Sure to include your Merchant Registration Number received from the Department of Treasury. Submit the Add Equipment form to,Elavon, • The POS Device will be updated with the appropriate IVU-supported application. TRANSACTION PROCESSING For all on-line transactions, Such as Credit Card or Debit Card transactions, you must enter the amount of the sale PIUS the State Sales Tax and the Municipal Sales Tax into the POS Device during the course of entering the Transaction information. For cash and cash equivalent transactions, such as cash, check or money order transactions, You must enter these transactions into the POS Device, including the State Sales'Fax and Municipal Sales Tax. During periods of time when the system and/or POS Device are not functioning properly,control codes will not be generated for transactions until such time as the system is restored and/or the POS Device is repaired. Please note that Elavon is not responsible for the validity of the information entered into the POS Device for each transaction. SANWIT RECEIPT Below is an example of the manner in which the sales tax information will appear on the purchaser receipt: )4 Eldvon Operating Guide OG201702 S t T A,- Mj I AX 10 1 AL 1., 2 1 el Below is an example ol'the manner in which the IVU-rclated information will appear on the purchaser receipt: CONTROL NNNNN-NNNNN EG More Information You can find rnorc information regarding the lVLJ program, including contact information and technical support information, at w"(w.ivuloto.p L-ov. FanFare Loyalty Services and Fanfare Gift Card Services The provisions set Forth in Chapter 21, Fai*lre LqYalay anel (;%fl Card Services, are inapplicable, as these services are not available in Puerto Rico. 95 Elav" oh Operating Guide OG201702 Chapter 21 Fanfare Loyalty and Gift Card Services Jr'his Chapter describes certain services that are available to Companies that have been approved by Servicer to receive Fanfare Set-vices. In addition to the requirements set forth in the Agreement and other applicable procedures set forth in the Operating Guide, Companies that use Fanfare Services will adhere to the requirements set forth in this Chapter. GENERAL FEATURES AND REQUIREMENTS Overview of Fanfare Services. Company has elected to receive from Servicer one or both of the Fanfare Loyalty Services and/or the Fanfare Gill Card Services. Servicer delivers the Fanfare Services through the Fanfare Platform. Company's access to and use of the Fanfare Services and the Fanfare Platform are subject to the Agreement, the provisions of the Operating (juide, and the materials made available to Company by Servicer that relate to the Fanfare Services, including any quick reference guides and best practices guides, I Fanfare Web Portal. Servicer will provide Company with access to the Fanfare Web Portal. Company agrees to review and to comply with any materials made available by Servicer through the Fanfare Web Portal frorn time to time in connection with Company's use of the Fanfare Services and its operation of its Fanfare Loyalty Program and/or Fanfare Gift Card Program. FANFARE LOYALTY SERVICES Companies that elect to use the Fanfare Loyalty Services will have access to the Fanfare Services and Fanfare Platform made available by Servicer for Company's development, implernentation and maintenance of its Fanfare Loyalty Program. • Company Enrollment and Set Up. Company must enroll and be approved by Servicer to participate in and use the Fanfare Loyalty Services. Once approved, Servicer will provide Company with a welcome kit that may include Model Documents, generic branded marketing materials to help Company promote its Fanfare Loyalty Program to Customers, marketing tips, staff training tips, and a terminal quick reference guide. Only Fanfare Enrol led Customers may participate in Company's Fanfare Loyalty Program. • Customer Enrollment. Company's Customers must affirmatively enroll in Company's Fanfare Loyalty Program in order to participate. Company may not use an opt-out or other negative consent campaign to enroll Customers in its Fanfare Loyalty Program. A Customer is considered a Fanfare Enrolled Customer when the Customer explicitly opts into participation in Company's Fanfare Loyalty Program and agrees to be subject to Company's fanfare Loyalty Program terms and conditions and related privacy policy. A Fanfare Enrolled Customer's election to participate in Company's Fanfare Loyalty Program will be --14P 96 Elav" on Operating Guide OG201702 communicated to Servicer through Company's properly-enabled Supported Hardware (for point-of-sale enrollments) or when the Customer registers for Company's Fanfare Loyalty Program at Company's Fanfare Loyalty Website (for Customers that do not enroll at the point of sale). Company Fanfare Loyalty Website. As part of the Fanfare Loyalty Services, Servicer will provide a Fanfare Loyalty Website ror Customer registration and Fanfare Loyalty Program Account management. Company must ensure that the internet address of its Fanfare Loyalty Website is included oil every 'transaction Receipt the Company prints for Customers that enroll in the Company's Fanfare Loyalty Program at the Company's point of sale(as described below).'file Fanfare Loyalty Website will: • Make available to Customers all Company Fanfare Loyalty Prograrn disclosures', • Enable Customers to enroll and un-enroll in the Company Fanfare Loyalty Program; • Collect Customer Data; and • Provide Customers %vith access to information about available rewards and programs, rewards eligibility, and progress toward achieving rewards. METHODS OF CUSTOMER ENROLLMENT IN CONIPANY's FANFARE LOYALTY PROGRAM Enrollment at Point of Sale. Customers may initially enroll in Company's Fanfare Loyalty Prograrn at the time of a point-of-sale purchase Transaction at a Company location. Company offers Customers the opportunity to enroll at the point-or-sale through prompting via Company's Supported Hardware. Company may not offer point-of-sale Fanfare Loyalty program enrollment other than through Supported Hardware, Company is responsible for ensuring that any Customer offered enrollment in Company's Fanfare Loyalty Program is, notified that such enrollment is optional and is not a condition to completing the purchase Transaction. When Company is collecting information in connection with enrolling a Customer in Company's Fanfare Loyalty Program at the point of sale, Company should clearly communicate to the Customer that the purpose for collecting Such information is loyalty program enrollment and not a part of the Transaction. • Company must obtain a phone number from the Customer at the firne of the Customer's enrollment at the point-or-salc, and must input the phone number into the POS Device so that Servicer may reflect the Customer as a Fanfare Enrolled Customer in Company's Fanfare Loyalty Program, • Company May present a Customer electing to enroll at the point-ol-sale with the option to (i) link the Customer's Credit Card or Debit Card with the Fanfare lim-olled Customer's Fanfare Loyalty Program Account, or(ii) receive a Fanfare Loyalty Card linked to the Fantlare Flnrolled Customer's Fanfare Loyalty Program Account. Each of these options is described further below, • When a Customer enrolls at the point-of-sale, the Transaction Receipt provided to the Customer at the conclusion of the Transaction must confirm enrollment and direct the Fanfare Enrolled Customer to follow the internet link disclosed oil the Transaction Receipt to the Company's Fanfare Loyalty Website where the Fanfare Enrolled Customer may view the full terms and conditions and privacy policy governing the Fanfare Enrolled Customers participation in Company's Fanfare Loyalty Program. Enrollment through Fanfare Loyalty Website. Customers that do not enroll at the point of sate may enroll by visiting the Company's Fanfare Loyalty Website and completing the online registration process described under "Fanfare Loyalty Program Registration"below. FANFARE LoVALTV PROGRAN1 REGISTRATION AND ADDITIONAL, FEXTURES Fanfare Loyalty Program Registration. Customers that wish to enroll in Company's Fanfare Loyalty Prograrn online, and Customers that have enrolled at the Company's point-of-sale but wish to enhance their Fanfare Loyalty Program experience, may register at Company's Fanfare Loyalty Website. Each registering 97 Elavon Operating Guide OG201702 Customer will be required to provide a phone number and other identifying information to register through Company's Fanfare Loyalty Website. Fanfare Registered Customers may also elect to link a Credit Card or Debit Card, and/or a Fanfare Loyalty Card, with their Fanfare Loyalty Program Account, each as further described below. Linking a Credit Card or Debit Card to a Fanfare Enrolled Customer's Fanfare Loyalty Program Account. A Fanfare Enrolled Customer may link a Credit Card or Debit Card to the Fanfare Enrolled Customer's Fanfare Loyalty Account. Linking a Credit Card or Debit Card may be completed at the Company's point-of-sale using Supported Hardware (including at the tirne of initial enrollment) or at the Company's Fanfare Loyalty Website. Linking a Fanfare Loyalty Card to a Fanfare Enrolled Customer's Fanfare Loyalty Program Account. If Company's selected Fanfare Loyalty Program supports this feature, Company may choose to offer a Fanfare Enrolled Customer the option to receive and use a Fanfare Loyalty Card as a means of accessing the Fanfare Enrolled Customer's Fanfare Loyalty Account. Linking a Fanfare Loyalty Card may be completed at the Company's point-of-sale using Supported Hardware or at the Company's Fanfare Loyalty Website. Fanfare Loyalty Cards must be ordered through Servicer and must comply with Servicer's requirements related to Fanfare Loyalty Cards. Rewards. Company may use the Fanfare Web Portal to create offers and establish rewards and qualifications. All offers and rewards established under Company's Fanfare Loyalty Program are available to all Fanfare Enrolled Customers, except where Servicer supports and Company elects to make certain offers or rewards available only to a select segment of Fanfare Enrolled Customers. Company is solely responsible for ensuring that all offers and rewards established by Company (including any offers or rewards suggested by Servicer for Company's use) are suitable for Company's situation and business, and that all such offers and rewards (including how such offers and rewards are promoted or marketed) comply with all Laws. Company will not make or promote offers or rewards that are unrelated to Company's business or that include infringing, obscene, threatening, defamatory, fraudulent, abusive or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights. Company is solely responsible for the costs and any other expenses or liabilities arising from or in connection with any offers or rewards made or promoted by Company. COMPANv FANFARE LoVALTV PROGRAM MARKETING AND COMMUNICATION Companies using the Fanfare Loyalty Services will have access to e-mail marketing services supported by tile Fanfare Platform for communicating with and marketing to Fanfare Registered Customers regarding Company's Fanfare Loyalty Program. Fanfare Registered Customers will be able to manage their marketing preferences through their Fanfare Loyalty Program Account accessible at the Fanfare Loyalty Website. Company will control, and is solely responsible for, the marketing or communication characteristics (such as frequency, timing, recipients, and opt-out lists associated with such marketing or communications) and the content of any such marketing or communication efforts through the Fanfare Platform. Further, Company assumes full responsibility and liability for ensuring that any such marketing efforts or cornmunications comply with (i) Laws, including where Company's marketing materials are based on ternplates or make use of services provided by Servicer, (ii) are conducted in accordance with the terms and conditions and privacy policy governing the Fanfare Registered Customer's participation in Company's Fanfare Loyalty Program; and(iii)are consistent with any other disclosure made by Company to a Fanfare Registered Customer concerning, Company's marketing and information use practices generally. E-mail marketing and communication. Servicer provides Company with the ability to send marketing and communication e-mails to its Fanfare Registered Customers through the Fanfare Platform. Such e-mails must follow any format specifications provided to Company by Servicer. Servicer does not review the content of any e-mail message requested to be sent by Servicer on behalf of Company to its Fanfare Registered Customers. Company acknowledges and agrees that it is solely responsible for the content of any such e-mail message, and that all e-mail messages sent using the Fanfare Platform will relate to Company's Fanfare Loyalty Program relationship with the Fanfare Registered Customers. Nonetheless, Servicer reserves the right to refuse to send --i 98 Elan'oh Operating Guide OG201702 any e-mail communication requested by Company that the Servicer deerns, in its sole discretion, to be in violation of any Law, that is unrelated to the Company's business, that is infi-inging, obscene, threatening, defamatory, fraudulent,, abusive, unlawful, tortious, threatening or inappropriate for children, or that is outside the scope of the Fanfare Loyalty Set-vices. Customer "Unsubscribe" Option. All marketing, and communication e-mails sent by Company through the Fanfare Platform will contain an "unsubscribe" link, which will direct the Fanfare Registered Customer to a Fanfare-hosted "landing page" where tile Customer can register his/her election to stop receiving marketing c- mails from Company. Servicer will track the marketing preferences specified by Company's Fanfare Registered Customers, including those who have elected to unsubscribe Or opt-out from marketing e-mails from Company, which information will be accessible by Company through the Fanfare Web Portal. In addition, the Fanfare Web Portal will enable Company to manually -1.111SUbscribe" Fanfare Registered Customers, who have communicated their opt-out election to Company outside of the Fanfare Platform. IMPORTANT: COMPANY REQUIREMENTS FOR E-MAIL MARKETING TO CUSTOMERS The Federal CAN-SPAM Act of 2003 (CAN-SPAM)places certain responsibilities oil "senders" of e-mail. As a Company sending e-mails to Fanfare Registered Customers through the Fanfare Loyalty Program, it is your responsibility to comply with these CAN-SPAM requirements, Among these requirements, when a customer responds to a commercial e-rnail from a sender, and requests that the sender not send Future commercial e-mail communications to the customer, this request must be promptly honored. This is true regardless of whether these requests are in response to an e-mail sent to a customer by Company through the Fanfare Loyalty Program, or outside of'the Fanfare Loyalty Program, For Fanfare Registered Customers who opt-out/unsubscribe from receiving future Company marketing e-mails through the Fanfare Platform, the Fanfare Platform will automatically "block" further marketing e-mails frorn Company to those Fanfare Registered Customers. However, it is the Company's sole responsibility to ensure that these customers are also blocked (ix,, unsubscribed) from receiving any future commercial e-mails which Company may send outside of' tile Fanfare Platform. Additionally, when a Fanfare Registered Customer responds to a cornmerciall e-mail sent by the Company outside oaf' the Fanfare Platform, and opts- out/unsubscribes from receiving further cornmercW c-nails front Company, it is Company's sole responsibility to record SLIC11 opt-out request within the Ianfare platform to ensure that future Fanfare marketing e-mails front the Company to the Fanfare Registered Customer are blocked. 'ro help facilitate your compliance with these requirements, fanfare provides Companies with access to all relevant opt-out/unsubscribe inf'ormation within the Fanfare Platform at all times. With this access, it is Company's responsibility tw (1) Review the list within the Fanfare Web Portal of those Fanfare Registered Customers who have opted- OUt/Linsubscribed frorn receiving commercial c-mails from Company through the Fanfare Loyalty Program and ensure that these Fanfare Registered Customers are similarly blocked (or rernoved) front any other commercial c-mail list that Company maintains or utilises outside of the Fanfare Loyalty Services; and (2) Regularly access the Fanfare Web Portal to manually block any Fanfare Registered Customer from receiving marketing e-mails frorn Company through the Fanfare Platform, when such Fanfare Registered Customer has provided Company with a request, outside <#'the Fanfare Platform, to opt-out/unsubscribe from receiving future commercial c-mails from.Company, Additional information regarding CAN-SPAM can be found at the Federal Trade Commission's Business Center, a website designed to help small businesses understand and comply with various laws, including CAN- SPAM. 'file business center call be found at htttx//busjness.ftc.,gov/ and a CAN-SPAM guide for business can be round at littp�//www.bLiSitICSS,t*tC.IIOV/(IOCL]IIIC'111,i/liti.,,,61-cati-sp-,isii-act-co,iiipliance-,,,,,tiide-bL]Si]ICSS. We particularly encourage those Companies that conduct e-mail marketing CarnpUignS in mielition to those conducted by the Company through the Fanfare Loyalty Services to understand the compliance obligations imposed by CAN SPAM. and to seek legal guidance on this issue if necessary. --1 99 .lawn Operating Guide OG201702 FANFARE GIFT CARD SERVICES Companies that elect to use the Fanfare Gift Card Services will have access to the Fanfare Services and Fanfare Platform made available by Servicer for Company's deployment and maintenance of its Fanfare Gift Card Program, PROCESSING FANFARE GIFTCAIU)TRANSACTIONS In connection with processing, Fatilare Gift Card Transactions, Company must comply with the following requirements: • Supply Servicer with all inibrination and data required by Servicer to perform services related to Company's acceptance of atifare Gift Cards, including the location of POS Devices and Customer Data, Z�l • Maintain all Transaction Receipts and any other receipts as required by Laws. • Comply with all Laws applicable to the sale, distribution, redemption and escheat of prepaid gift cards and related balances, specifically including the Prepaid Access Rule (31 CFR Parts 1010 and 1022) and all Other rules promulgated and guidelines published by the financial Crimes Enforcement Network division of the United States Department of the Treasury. • F'11SUre that no fees or expiration dates apply to the Fanfare Gift Cards. • When Company sells a Fanfare Girt Card from its physical location or locations, including, sales completed via electronic commerce, Company is responsible for the collection and settlement oral I funds relating to the sale of the Fanfare Gift Card, including processing costs associated with such purchase (such as any Credit Card transaction fees or batik service fees,where applicable). Fanfare Gift Card Processing Services • Electronic processing of Transactions and purchases made by Customers using Fanfare Gift Cards. Servicer will confirm electronically that the Cardholder presenting the Fanfare Gift Card for the purchase ol'goods or services through Company has an active Fanfare Gift Card account on the Fanfare Platform and that there is sufficient value associated with the Fanfare Gill Card to allow the Customer to complete the purchase. Servicer will adjust the Customer's Fanfare Gift Card account through either a debit or credit, as applicable, in the amount of any approved Transaction. • Transaction Record Maintenance. Servicer will maintain an accessible electronic record of the 'Transactions conducted using a Fanfare Gift Card for the lifetime of the card balance and after the balance on the card has been depleted for a period not less than sixty (60)days. • Downtime. Company will not process Fanfare Gift Card Transactions if the Fanfare Platform or Fanfare Services is down and not able to verify the validity and available balance on a Fanfare Gift Card, If Company's system are unable to communicate electronically with the Fanfare Platform, Company may call Fanfare Set-vices customer service at 1-800-725-1243 to verify the validity and available balance on a Fanfare Girt Card, Company will be solely liable for any losses or damages incurred irConipany processes a Fanfare Gift Card Transaction without receipt of such verification, ELECTRONIC GIFT CARD ARTWORK Electronic Artwork. If applicable, Company is responsible for submitting electronic artwork to Servicer for approval, as described in the Graphic Specifications and Procedures manual provided separately by Servicer (the "'Graphic Specifications and Procedures"). Company understands that the card proof cannot be created without the submission of artwork, if requested or required. I"'ailure to submit artwork or comply with the 100 Elavon Operating Guide OG201702 Graphic Specifications and Procedures may result in additional fees charged to Company for design work performed to correct the artwork and will result in the delay of the card production process. Servicer cannot be field responsible for the quality of cards produced using artwork that does not meet the Graphic Specifications and Procedures. Digital artwork should be submitted to: Artwork0?,clavon.corn OR Elavon, Inc. Attn: Boarding- EGC 7300 Chapman Highway Knoxville,TN 37920 When sending in artwork,please include: 1. Company name and MID 2. Indicate standard or custom card order 3. Name and telephone number of graphic contact should there be any questions or issues with the artwork submitted For complete detailed specifications, please send a request for Graphic Specifications and Procedures to Artwork2telavon.corn. In your request please indicate that you want standard card or custom card specifications. Proofing and Production Procedure. Proofs for custom card orders are provided electronically and sent to the e-mail provided. Please print the proof, sign and fax back pursuant to the instructions on the proof. One proof is included in the card production costs. Each additional proof will be billed at thirty-five dollars (S35) each. All proofs for standard card orders are provided electronically as an Adobe pdf document. The proof will be sent to the e-mail address then currently on file with Servicer. If the proof is acceptable, simply reply to the e-mail and indicate approval. Provide detailed information if changes are required. In some instances you may also receive a printer's proof and you will be required to follow the instructions included with the proof. IMPORTANT: Incorrect graphics WILL delay your order. After you approve the proof, normal production timeframe for card delivery is 2-3 weeks for standard cards and 6-8 weeks for custom cards. __11 101 Eldvon Operating Guide OG20 1702 Chapter A0011L AgM. AW-M Ar-9M /M /M Payments Insider and MerchantConnect Payments Insider Payments Insider is an online customer portal that provides a Company with a modern, easy to use, and convenient way to access account information, statements, and payments activity online using any standard web browser. Payments Insider supports delivery of Settlement, Chargeback, adjustment and additional reporting via an online tool for viewing and exporting, as well as access to additional customer support. Payments Insider can help streamline your daily reconciliation Of Your Transactions, help answer questions about your point-of-sale equipment and provide an overview of products and services that Servicer can provide to you, Payments Insider allows you to control multiple users' access to data, add and delete users, and set users' level of access at a single location, group of locations or all locations. Transaction Data is available twenty-four(24) hours per day, seven (7) days per week, three hundred sixty-five(365) days per year. Settlement data is refreshed multiple times a day, but data availability it contingent on your scheduled settlement time. Terminal quick reference guides are available for your reference, as well as tips and best practices to help prevent fraud in your business. ACCESSING PAYMENTS INSIDER You can access Payments Insider using any standard web browser,and can also access some areas of Payments Insider on mobile devices. Not all customers will be eligible to access Payments Insider. If you are eligible,we will send you a Payments Insider welcome email to the email address on record as soon as you becorne eligible. For this reason it is very important that your email address is accurate in our records. The welcome email will contain all the information and instructions needed for you to register and create your own account on Payments Insider. Once you self-register and log into Payments Insider, all features and functionality are immediately available to you. There are no additional fees to access Payments Insider. ADDITIONAL INFORMATION AVAILABLE VIA PAYMENTS INSIDER Payments Insider will provide you with the latest version of the Terms of Service and Operating Guide. Information is available to help you understand Interchange qualifications and how you can obtain the best Interchange rate for your Transactions. Also, Payments Insider contains information that will help you mitigate risk, and provides tips regarding the latest fraud scams that become known to Servicer. Information on compliance and data security is also available on Payments Insider. Take a moment to browse the portal to learn all of the features available at Payments Insider. 102 Elavon Operating Guide OG201702 MerchantConnect MerchantConnect, an online reporting system, allows a Company to access Transaction Data at any time, firorn any standard web browser (e.g., Internet Explorer). MerchantConnect supports delivery of Authorization, Settlement, Chargeback, Interchange, adjustment/rejection and additional reporting via an online tool for viewing and exporting, as well as access to additional customer support. MerchantConnect can help streamline your daily reconciliation of your Transactions, help answer your questions about your point-of-sale equipment and provide an overview of products and services that Servicer can provide to you. ME,RCIIANTCONNECT CONNECTION OPTIONS MerchantConnect Basic: includes a single log-on to access information for a single Company location. You can view up to 6 months of past statements, Chargeback and retrieval reporting, and can review batch reporting for up to 30 days of settled Batch activity. In addition, you can access up to 3 years of analytic data (average ticket, volume and Transaction Counts) and have industry comparison capabilities. You can also link to report sites for our Electronic Gift Card and Electronic Check Service programs. Terminal quick reference guides are available for your reference, as well as tips and best practices to help prevent fraud in your business. Transaction Data is available twenty-four(24)hours per day, seven (7) days per week, three hundred sixty-five (365) days per year. Authorization data is refreshed on an hourly basis. Settlement data is refreshed multiple times a day, but data availability it contingent on your scheduled settlement time. MerchantConnect Premium: provides all of the data and information as MerchantConnect Basic, Plus users can consolidate reporting for MUltiplC locations. Enhanced information is available in MerchantConnect Premium„ where users can access up to, a year's worth of reporting information and have the ability to view batches of Transactions grouped by Card type or Batch reference number, Hierarchical reporting allows users the ability to aggregate data from multiple locations, and users can also export files into Excel or CSV formats for use with users' own software systems. External Partner Access: provides all or the data available with MerchantConnect Premium and adds the ability to control multiple Users' access to data, add and/or delete users, and set users* level of access at a single location, group of locations or all locations. In addition, users can control which reports users have access to in an easy to use portal. NOTE:Add itionalfees may upp4v.fi)r MerchantConnect Premium und Exlernal PartnerAccess. ACCESSING MERCHANTCONNECT To access MerchantConnect, you can register at www.nierchantconnect.com, where you will be prompted to create a user ID and password. You must authenticate your account by entering your Merchant Identification Number and the last four (4) digits of your checking account number at the time of registration. To request access for MerchantConnect Premium or External Partner Access, simply complete the request form, which can be round at lit ww merchantcon n ect coni/forn 1 s/M C PU serso tj `orin ADDITIONAL INIZORMATION AVAILABLE VIA MERCHANTCONNECT MerchantConnect will provide you with the latest version of the Terms of Service and Operating Guide. Information is available to help YOU understand, Interchange qualifications and how you can obtain the best Interchange rate for your Transactions. Also, MerchantConnect contains information that will help you mitigate risk, and provides tips regarding the latest fraud scams that become known to Servicer. Information on compliance and data security is also available on MerchantConnect. Take a moment to browse the portal to learn all of the Features available. --i 103 Eld'von Operating Guide OG20 17 02 Chapter IMMML ffm 2J Transend' Pay Services This Chapter describes certain services that are available to Companies that have been approved by Servicer to receive the Transend Pay Services. 'File Transend Pay Services allow a healthcare provider Company to streamline its revenue cycle management and provides an efficient and secure way for Company to receive healthcare-rclated and benefit payments rrorn Healthcare Payers, In addition to the requirements set forth in the Agreement and other applicable procedures set forth in the Operating Guide, Companies that use the Transend Pay Services will adhere to the requirements set forth in this Chapter, PROVISIONS,APPLICABLE TO THE TRANSEND PAY SERVICES Overview of 'rransend Pay Services. Company has elected to receive the Transend Pay Services from Servicer. Company's receipt offransend Pay Services is subject to the Agreement,the Operating Guide and the materials made available to Company by Servicer that relate to the Transend Pay Services, including any quick reference guides and best practices guides. Company agrees to review and to comply with any materials made available by Servicer, or by any of Servicer's vendors or subcontractors, to Company from time to time in connection with Company's use of the Transend Pay Services, Transend Pay Services Website. Servicer, through Servicer's vendor, will provide Company with access to the Transend Pay Services Website. Servicer is not responsible for the form, format or content of the Transend Pay Services Website or any Remittance Data, Cornpany agrees to abide by any terms Of use and/or end user license(s)provided by Servicer or Servicer's vendor in connection with the Transend Pay Services Websitc. Questions regarding Payments made via the Transend Pay Services. Questions regarding payments received from Healthcare Payers, including remittance advice, identity of the relevant Healthcare Payer and related questions should be directed to Servicer's vendor using the procedures Outlined in tile agreement between Company and Servicer's vendor or as otherwise indicated on the Transend Pay Services Website. Questions regarding the Transend Pay Services provided by Servicer, including, funding settlement and Company reporting,should be directed to Servicer via the general Customer service process. Waiver of Claims, Company expressly acknowledges and agrees that, immediately upon Servicer's receipt of funds that are to be processed via the Transend Pay Set-vices in connection with a payment owed to Company by a Healthcare Payer, Company's claim relating to such payment from the Healthcare Payer will be 104 Ela'v' on Operating Guide OG201702 extinguished, and Company automatically waives any and all claims against the applicable Healthcare Payer in connection with such payment. Fraud Prevention. Company will take reasonable steps to reduce, detect and manage any fraud-related issues related to Company's receipt of the Transend Pay Services and Company's access to the Transend Pay Services Website. Company will appoint a representative available to Servicer or its vendors or subcontractors to promptly respond to any fraud-related matters. Warranties and Limitation of Liability. Company acknowledges that Servicer will engage third party service providers to assist with the provision of the Transend Pay Services, including, but not limited to, the provision of the Transend Pay Services Website. Company acknowledges and agrees that Company may be required to enter into a user agreement with, or agree to be bound by certain terms and conditions provided by, Servicer's vendor in order for Company to access the Remittance Data. Termination of Transend Pay Services. Servicer may terminate the Transend Pay Services at any time, in Servicer's sole discretion, upon notice to Company. Participation of Healthcare Payers. Participating Healthcare Payers may change from time to time. Participation by a Healthcare Payer in the Transend Pay Services is at the discretion of the individual Healthcare Payer,and Servicer is not responsible for the participation (or lack thereof)of any Healthcare Payer in the Transend Pay Services. Protected Health Information. No Protected Health Information (as such term is defined in HIPAA)will be provided to, or transmitted by, Servicer in connection with the Transend Pay Services. Company acknowledges and agrees that Company will not deem Servicer to be a Business Associate and that Servicer will not be required to enter into a Business Associate Agreement in connection with the provision of the Transend Pay Services. Disclosure of Information. Notwithstanding any other provisions in the Agreement, Servicer may disclose information related to Company's receipt of the Transend Pay Services, including Transaction Data, to third parties to the extent necessary to allow Servicer to provide such services to Company. 105 Elavon Operating Guide OG201702 Chapter Aom"24 Payment Navigator Services This Chapter describes the Payment Navigator Services available to Companies. The"Payment Navigator Services" include Payment Navigator, Healthcare Payment Processing Services and, if selected, Healthcare Administration Services, all as described in this Chapter. In addition to the requirements set forth in the Agreement and other applicable procedures set forth elsewhere in the Operating Guide, Companies that use the Payment Navigator Services will adhere to the requirements set forth in this Chapter. PROVISIONS APPLICABLE TO THE PAYMENT NAVIGATOR SERVICES Definitions. "Healthcare Administration Services" means(as selected by Company): • the eligibility services (insurance eligibility/benefit inquiries for patient health plan status, deductible, co-pay information); • patient payment estimates(estimate of patient responsibility based on planned healthcare services); • patient statements(production and fulfillment of patient billing statements);and • electronic bill presentment services(online presentment of patient bills/statements). "Healtheare Payment Processing Services" means the acceptance and processing of payment by cash, check, Electronic Check Service, Credit Card, or Debit Card, acceptance of scheduled payments from checking or C� savings accounts, Credit Cards, or Debit Cards; the maintenance of a patient portal for online payment; posting of payments to patient accounts',and related customer support. "Payment Navigator" means a hosted web based patient payment application that enables transactions at the point-of-care including a patient payment portal for online payments, streamlines back office collections, and automates posting of patient accounts. Business Associate Services. Company is a covered entity as defined in 45 C.F.R. § 160,103 and the regulations codified at 45 C.F.R. Parts 160 and 164 ("HIPAA Privacy Rule") promulgated under Subtitle F of Title If of HIPAA. In connection with its performance of services other than certain Payment Navigator Services under the Agreement, Servicer is processing customer card transactions, not performing a HIPAA-covered function on behalf of Company, and is not functioning as a business associate even if Servicer has access to"individually identifiable health information" or"protected health information"as defined in HIPAA. The Healthcare Administration Services are, and some other Payment Navigator Services such as customer support may be, considered business associate services as defined in FIIPAA. With respect to any business associate services, the business associate agreement ("BAA") agreed upon by the parties will apply. Company agrees that the BAA applies only to those Payment Navigator Services provided by Servicer that are business associate services, and not any Healthcare Payment Processing Services or other financial services provided by Servicer under the Agreement. '1) 106 Ela'Von Operating Guide OG201702 1. Payment Navigator License Grant. Servicer grants to Company a nonexclusive, nontransferable license (without a right of sublicense)to access and use, as applicable, the Payment Navigator application services and documentation exclusively for Company's internal business use to receive the Payment Navigator Services. Company acknowledges and agrees that it has no right in or license grant to any source code contained in or related to Payment Navigator pursuant to this Chapter. 2. Payment Navigator Application Services Restrictions. Company will not,and will ensure that its employees, agents,contractors,and vendors do not: a. Copy (other than maintaining one backup or archival copy for Company's internal business use only), re- sell, republish, download, frame or transmit in any form or by any means Payment Navigator, or any part thereof; b. Rent, lease, subcontract, operate or otherwise grant access to, or use for the benefit of, any third party, Payment Navigator; c. Decompile,disassemble,reverse engineer or translate Payment Navigator; d. Change, modify,alter or make derivative works of Payment Navigator; e. Without Servicer's prior written consent,grant any third party access to the computers,hardware, system or equipment on which Payment Navigator is accessible, provided, however, that only written notice (not consent) will be required with respect to billing services organizations acting as Company's agent for the collection of patient accounts; f. Attempt to interfere with or disrupt Payment Navigator or attempt to gain access to any other services, hardware,or networks owned,maintained or operated by Servicer or its suppliers; g. Disclose any passwords or other security or authentication device with respect to Payment Navigator to any person other than the person to whom it was issued; h. Remove, conceal or alter any identification, copyright or other proprietary rights notices or labels on Payment Navigator; i. Directly or indirectly,ship,export or re-export Payment Navigator; j. Directly or indirectly resell or re-offer Payment Navigator; or k. Act as a gateway through which a third party may gain access to the Payment Navigator Services. 3. Payment Navigator Implementation. Company will, at its own expense, pay for any preparation of its facilities necessary for it to access and use Payment Navigator in connection with this Chapter. 4. Use of Payment Navigator by Third Parties. Company may allow one or more third parties to access and use Payment Navigator, but only for Company's benefit and in connection with Company's internal business operations and activities, including access to and use of Payment Navigator from backup equipment at a secure off-site backup location and for testing purposes, subject to the restrictions of this Chapter and provided such third parties have agreed to be bound by the licensing terms and restrictions of this Chapter. 5. Upgrades. Servicer will make available to Company any updates, upgrades or modifications to Payment Navigator that Servicer generally makes available to its other customers, and each such update, upgrade or modification will be deemed to be part of Payment Navigator and will be governed by the terms of this Chapter. 6. Termination of Payment Navigator Services. Upon Termination of the Payment Navigator Services, Company's license to access and use Payment Navigator will terminate. 107 Elavon Operating Guide OG201702 7. Settlement of Transactions. Transactions settled via the Healthcare Payment Processing Services provided under this Chapter are"net"settled as that term is described in Chapter 2 of the Operating Guide. HEALTHCARE ADMINISTRATION SERVICES The terms of this Section apply to Company's use of any of Healthcare Administration Services that Company has elected to receive. 1. Termination. The Healthcare Administration Services may be terminated by Servicer upon 30 calendar days' prior written notice if Servicer no longer has the rights to license Payment Navigator. 2. Expenses and Reimbursement for Third Party Transaction Charges. Company will, at its own expense, pay for any preparation of its facilities necessary for the implementation of,access to and use of the Healthcare Administration Services. Company will reimburse Servicer for all third-party Transaction charges incurred by Servicer in connection with healthcare claim data and other Transaction Data and Transactions submitted by Company in connection with the Healthcare Administration Services (the "Third Party Costs"). For the avoidance of doubt,the parties intend that Company will reimburse Servicer for any Third Party Costs imposed on, or incurred by,Servicer in processing Transactions through third parties where such third parties will charge Servicer a fee to process Company's Transactions, such as Transactions destined for the following: Medicare, Medicaid and other government or government-related payers; most Blue Cross Blue Shield plans; some non- participating commercial plans; and all Transaction submissions that cannot be completed electronically and must be submitted and processed and otherwise "dropped" to paper. Please note that the fees for Healthcare Administration Services will include all known Third Party Costs as of the effective date of Company's use of the Healthcare Administration Services. 3. Pass Through for any Future Taxes/Levies. Any applicable sales tax, use tax, duty, tariffs, levies or other governmental charge arising from the sales, export, import or use of Payment Navigator in connection with the Healthcare Administration Services (other than taxes levied on the income of Servicer)and any related interest and penalties resulting from any payments made under this Section will be the responsibility of Company and will be paid by Company in the ordinary course and on a timely basis. 4. Business Associate Agreement. In connection with its performance of the Healthcare Administration Services, Servicer will have access to"protected health information"as defined in HIPAA. Accordingly, the terms of the BAA agreed to by the parties apply to Company's use of the Healthcare Administration Services. 5. Terms of Payment. Servicer will invoice Company on a monthly basis for the Healthcare Administration Services. Company will pay the amounts indicated on such invoice no later than 30 days after the date of such invoice. 108 Elavon Operating Guide OG201702 Chapter /. 5 Gateway Services This Chapter describes the Gateway Services available to Companies. In addition to the requirements set forth in the Agreement and other applicable procedures set forth elsewhere in the Operating Guide, Companies that use the Gateway Services will adhere to the requirements set forth in this Chapter. DESCRIPTION OF T11E GATEWAV SERVICES AND FUNCTIONALITV The followin- Services are the"(;ateway Services:" I 1. General. a, The Gateway Services will support Payment Device authorization data and faeflitate the transmission of authorization and settlement information related to Transactions to and from various Origination Points (e.g., POS Devices or other integrations) used by Company. A list of Payment Devices and Transaction types supported by the Gateway Services is available frorn Servicer upon request. Company must obtain and maintain certification frorn Servicer, as set forth in this Chapter, with respect to each supported Payment Device that Company wants to accept. b. The Gateway Services include a browser-based user interface operated by Servicer and located at the LJRL designated by Servicer (the "'Service Web Site"), that provides Company with the functionality for batch management, settlement balancing, and research and reporting of Transactions. System reporting will be available to all Authorized Users via secure password and tog-on access. The Service Web Site application features and services available to Company vary depending on the Gateway Services used by Company. c, 'file Gateway Services will Submit Transactions received from an Origination Point in accordance with this Chapter for authorization to the Destination Point designated by Company, and will return to the Orig,J nation Point the authorization response message received from such Destination Point, 2. Settlement Functions. a. The Gateway Services will facilitate the following settlement functions in connection with Transactions: i. Upon Servicer's receipt through the Gateway Services of a settlement file from Company, the Gateway Services, Nvill initiate the transfer of the settlement file to the designated Destination Z? Point(s) for Company's Transactions. Company understands that Servicer receives the settlement rile from Company as-is for transmission to the designated Destination Points) and Cornpany hereby agrees that Servicer will not be responsible for the content or accuracy of the settlement file Company provides except that Servicer will accurately Communicate the settlement rile to the Destination Point(s) as received from Company. In no event will Servicer be responsible for the content or accuracy of Transactions received from Company, and Servicer will not be responsible for the actions or inactions of the designated Destination Point(s) regarding processing the settlement file or any Transactions. 109 Eldv' on Operating Guide OG201702 ii. Within one business day of receiving written notice from Company of a Transaction settlement discrepancy (which notice must include details of the asserted discrepancy), Servicer will initiate an investigation, make a preliminary assessment of the situation and recommend a plan for resolution to Company to resolve the discrepancy. b. Company is responsible for reconciling settlement on a daily basis to ensure proper transmission and deposit of funds. If Company discovers a discrepancy in Transaction settlement batch arnounts, interchange rates, late fees or any other element during Company's daily reconciliation process, Company must notify Servicer in writing (via ernail to gatewaysupport@Servicer.com) and provide supporting detail within two business days of the expected funding of the affected settlement file. Servicer will not be responsible for any damages, costs, claims, fees, fines or penalties suffered by Company, even if resulting from errors caused by the Gateway Services, if Company does not satisfy the obligations contained in this Chapter. GATEWAY SERVICES GENERAL TERMS AND CONDITIONS The following terms and conditions apply to the Gateway Services: 1. Gateway Services and Hosted System. a. Company Access to and Use of Gateway Services and Hosted System. Servicer grants Company the right to access and use the Hosted System and Gateway Services as provided in this Chapter. Specifically, subject to the terms, conditions and limitations set forth in this Chapter, Servicer grants Company a limited, revocable, non-exclusive, non-assignable, non-transferable right in the Territory during the term to i. use the Gateway Services to exchange information with the Hosted System, and ii_ access and use the Service Web Site solely for Company's own internal business purposes in accordance with the terms and conditions of this Chapter. All such access and use of the Gateway Services and the Hosted System will be from systerns and facilities located within the Territory. b. Servicer Certification. In order to provide Gateway Services with respect to a certain Destination Point, Servicer must be certified with that Destination Point for the applicable Gateway Services and Transactions requested by Company. Company acknowledges that Z� i. all Gateway Services may not be available for all Destination Points,and ii. Servicer may not be certified with, or remain certified with, each Destination Point in order to provide the Gateway Services in connection with or to submit Transactions to that Destination Point. Where Servicer is the Destination Point, Servicer will remain certified to provide the Gateway Services and to submit Transactions to itself as the Destination Point. c. Updates. Servicer may provide Updates to the Gateway Services, the Hosted System and applicable Servicer materials from time to time. Any such Update will be provided to Company at no additional cost, provided that such Update is provided to other Servicer merchants generally at no additional cost. d. Hosting Facilities. As further described herein, Servicer will: i, host the Gateway Services and Gateway Data at a facility operated by or on behalf of Servicer; 110 Ela Operating Guide OG201702 ii. maintain the operation, communications infrastructure, and security of such facility in accordance with this Chapter;and iii. provide access to and use of the Gateway Services and Gateway Data by Company under the terms of this Chapter. e. Settlement Funds.Servicer has no responsibility for Company's receipt of settlement funds in connection with any Transaction pursuant to this Chapter, whether or not the Transaction or other data in connection with such Transaction was transmitted through the Gateway Services. It is Company responsibility to reconcile funds received in settlement of Transactions against actual Transaction activity, including any Transaction Receipts transmitted using the Gateway Services.Further, Servicer has no responsibility under this Chapter for the characterization or classification of any Transaction by any Transaction Processor or Payment Services Entity for interchange or other fee purposes. f. Monitoring. Company acknowledges and agrees that the Gateway Services may allow Servicer to monitor access to the Gateway Services and Hosted System and to prohibit any access or use of data or information within the Gateway Services and Hosted System that Servicer reasonably believes is unauthorized,may violate Law or Payment Network Regulations or that may pose an unacceptable risk of material harm to Servicer, other Servicer Companies or the Hosted System. Servicer has no obligation to detect or prevent, and will not be liable for failing to detect or prevent, any unauthorized access to or use of the Gateway Services using any password or user ID assigned to or by Company. g. Company Location Set-up and Boarding. Company will cooperate with Servicer in the Company Boarding and the Company Validation Process and provide to Servicer all specifications, information and data required by Servicer in the process of assimilating the information and data necessary to confirm that the Hosted System and each Company Location and Origination Point are configured to make use of the applicable Services and to process Transactions through the Hosted System. Servicer is entitled to rely on the information provided by Company in connection with Servicer's set-up and boarding of a Company Location and Origination Point in the Hosted System and in Servicer's performance of the Gateway Services, including identification and set-up of Destination Points, Payment Services Entities, Company ID, Company category code, and any other information that may impact the Gateway Services or the processing of Transactions by Servicer or any Payment Services Entity.Company will notify Servicer of any changes to any Company Location information, including, without limitation,any Company ID,in writing at least ten(10)days prior to the effective date of such changes and will identify in the notice the date as of which Servicer should implement the change within the Hosted System. Servicer will use commercially reasonable efforts to implement any such changes in accordance with Company's reasonable instructions. In no event will Servicer be liable for any errors in the handling of Gateway Data, the processing of Transactions or in the performance of the Gateway Services that are attributable to (i) inaccurate or incomplete information or data provided by Company or (ii) Servicer's reliance upon Company's instructions with respect to Company Boarding. h. Demand Deposit Account. Unless otherwise indicated in the Agreement, Servicer may debit any fees Company owes to Servicer via ACH or similar direct transfer from Company's DDA within 30 days of the occurrence of the Transaction or other event that caused such fees to be payable to Servicer, and Servicer will submit a statement showing the amounts owed and debited within 30 days of debiting any DDA. If invoicing is indicated in a schedule or addendum to the Agreement, instead of direct debiting of DDAs when fees are owed, Servicer will submit to Company an invoice for such fees owed by Company in connection with the Agreement on a monthly basis. Company will pay amounts reflected in such invoices within the time period set forth in the applicable schedule or the invoice. i. Conflict of Provisions. The provisions of this Chapter will govern and prevail as to any purchase orders, statements of work or order forms signed in connection with this Chapter regardless of when signed. 2. Company Resources. 111 Elavon Operating Guide OG201702 a. Access to Gateway Services and Connectivity. Company is responsible for implementing and maintaining Company's access to the Gateway Services and Connectivity,including with respect to all Company Connectivity Software, in accordance with Servicer's specifications and requirements. Company is responsible for the physical and technical security and safeguards for Company Resources and Connectivity. If Company is using a third party provider to host any of its equipment,resources or software necessary to access or interface with the Hosted System or Connectivity, or if Company will access the Gateway Services or transmit data to the Hosted System or the Connectivity through a third party hosting provider, Company will be responsible for compliance by that third party hosting provider with the terms and conditions of this Chapter and for the acts and omissions of that third party hosting provider. b. Gateway Data; Retention and Delivery. i. Servicer will not be liable for Company's use of Company's or a third party's telecommunications services and related networks, including failure of Connectivity or any erroneous transmission, corruption or loss of data, or inability to access the Gateway Services, the Hosted System, or Connectivity as a result of the failure of Company's or a third party's telecommunications systems, equipment, resources, or software. Servicer will not be responsible for the reconstruction of any information or data lost in transmission to or from the Hosted System due to any malfunction of Company's or Company's third-party service provider's systems.Company acknowledges that the ability of the Gateway Services to convert Gateway Data into formats that can be used by the Gateway Services, other Servicer service offerings, any Destination Point or any other Payment Services Entity is based on the integrity of the Gateway Data in its systems, and Servicer is not responsible for ensuring or verifying the accuracy of the content or format of any Gateway Data received by it. ii. COMPANY ACKNOWLEDGES AND AGREES THAT THE GATEWAY SERVICES RELY ON THE DATA AND DIRECTIONS PROVIDED BY COMPANY AND ITS AUTHORIZED USERS. SERVICER DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS OR ADEQUACY OF ANY DATA OR OTHER INFORMATION PROVIDED OR MADE AVAILABLE BY COMPANY OR ITS AUTHORIZED USERS, AND SERVICER WILL NOT BE LIABLE FOR ANY ERROR, OMISSION, DEFECT, DEFICIENCY, OR NONCONFORMITY IN DATA OR RESULTS OBTAINED THROUGH COMPANY'S USE OF THE SOFTWARE OR THE GATEWAY SERVICES,EXCEPT TO THE EXTENT CAUSED BY SERVICER'S BREACH OF THIS CHAPTER. iii. Servicer may rely on instructions and approvals submitted by Company regarding access to and use of Gateway Data. Servicer will store and retain for 24 months Gateway Data, including Cardholder Data,received by Servicer in connection with Company's use of the Gateway Services. Company may view and retain certain Gateway Data stored by Servicer in accordance with the functionality of the applicable Gateway Services and the terms and conditions of this Chapter. The Gateway Services enable Company (and its Authorized Users) to view and transmit certain Gateway Data via the Service Web Site. If Company wants to access or receive copies of Gateway Data that is not accessible or downloadable via the Service Web Site, Company may request that Servicer provide such Gateway Data and Servicer will work with Company to provide such Gateway Data on mutually agreed upon terms, but Servicer will provide access to clear-text Cardholder Data only upon Company's execution of a completed clear card request form, which is available from Servicer upon request. Following the expiration of the term or the termination of this Chapter, if Company wants to access or receive copies of Gateway Data stored by Servicer, Company will be required to (a) enter into a data access agreement to be separately executed by the parties and(b)pay any fees imposed by Servicer in connection with such access. iv. Subject to Servicer's obligations under this Chapter, Servicer will not be responsible for any Gateway Data that Company accesses or downloads from the Hosted System. Company will be responsible for maintaining "backups" of information and data (e.g., Transaction Receipts or 112 Elavon Operating Guide OG201702 detailed reporting) as Company deems necessary in order to permit Company to reconstruct any information or data lost due to any malfunction of Company's or Servicer's systems, including the Gateway Services,the Hosted System or Connectivity. v. The Gateway Services or the Hosted System may permit Authorized Users to send and receive Gateway Data to and from third parties in connection with the viewing and transmission of Gateway Data pursuant to this Chapter. Servicer does not regulate or track the viewing,transmittal or receipt of any data to or by such third parties and will not be liable or responsible for l. the viewing or use of Gateway Data by a third party who has accessed or received such data (a)from Company or any Authorized User,or(b)using any user ID assigned to Company;or 2. Any transmission of Gateway Data outside of the Hosted System by Company,an Authorized User or any third party using any user ID assigned to Company or any Authorized User. By transmitting any data to any third party or providing any third party with access to data, Company warrants that it has the right and authority to transmit or provide access to that data to each such third party. 3. Confidential Information. Irrespective of the confidentiality obligations set forth in the Agreement, Servicer will not be responsible for the confidentiality obligations of, or the maintenance of confidentiality of any information by, any Payment Services Entity (other than Servicer)or any other third party to whom Servicer may transmit information at the direction of Customer or as part of performing the Gateway Services. 4. Effect of Termination or Expiration. If the Gateway Services terminate or expire,all permissions granted to Company to use the Gateway Services will immediately cease, and Servicer may disable Connectivity and all access by Company and Authorized Users to the Gateway Services,any Service Web Site(s)and the Hosted System, including all user IDs and passwords. Upon Company's request, subject to Law and Payment Network Regulations, Servicer will forward all Gateway Data in Servicer's possession (except data contained in Servicer's backup files or required to be maintained under Law or otherwise permitted to be retained by Servicer under this Chapter) in the then-current format maintained by Servicer. Company will promptly pay Servicer all fees due to Servicer up to the effective date of termination or expiration. If Company continues accessing the Hosted System or using the Gateway Services following the expiration or the termination of this Chapter, Company will be subject to all of its duties and obligations under this Chapter consistent with such access or use, including Company's obligation to comply with Law and Payment Network Regulations and pay the fees and other amounts due to Servicer for such access and use, until Servicer or Company terminates such access and use. CONNECTIVITv EQUIPMENT LOCATION TERMS 1. Company Obligations a. Installation. Company hereby grants Servicer(or its designated subcontractor) the right to implement, configure, operate, and maintain the Connectivity Equipment at the Designated Space. Company will install,or cause to be installed,the Connectivity Equipment in the Designated Space after obtaining the appropriate instructions from Servicer for installation. The Implementation Date will be mutually agreed upon by the parties. Company acknowledges that the scheduled date for installation of the Connectivity Equipment and Implementation Date are of the essence and failure to meet the Implementation Date mutually agreed upon may cause delay in the provision of Connectivity by Servicer to Company. b. Access. Company will provide, or cause to be provided to, Servicer (or its designated subcontractor) access to the Designated Space on a twenty-four(24)hour,seven(7)day a week,three-hundred-sixty- five (365) day a year basis in order to perform the Services, including, without limitation, access to 113 Elavon Operating Guide OG201702 replace and remove Connectivity Equipment and to provide Maintenance Services. Notwithstanding the foregoing, Company acknowledges and agrees that implementation, set-up and initial configuration,support and maintenance for the Connectivity Equipment may be performed by Servicer (or its designated subcontractor) by remote access to the Connectivity Equipment unless otherwise agreed by the parties in writing. Onsite installation and configuration by Servicer of the Connectivity Equipment at the Designated Space may result in additional installation and services fees. c. Company Cooperation. Company will provide to Servicer such information as Servicer may reasonably require in order to enable Servicer(or its designated subcontractor)to instruct Company(or its third party hosting provider) in the installation of the Connectivity Equipment, and to enable Servicer to operate and maintain the Connectivity Equipment at the Designated Space, including, without limitation, information on size limitations, power consumption levels, infrastructure support requirements and similar requirements. In addition to installation of the Connectivity Equipment by Company (or its third party hosting provider) at Servicer's instruction, at the request of Servicer, Company (or its third party hosting provider) will assist and cooperate with Servicer in performing light duties or correcting minor problems such as circuit problems and/or outages,which may include: i. Rebooting of equipment. ii. Pressing of reset or other readily accessible buttons or switches. iii. Reconfiguration of non-restricted cables with push-on type connectors. iv. Working cooperatively with Servicer and/or Servicer's designated subcontractors to locate and correct circuit problems. d. Relocation of Connectivity Equipment. Company (or its third party hosting provider) will not arbitrarily or capriciously require Servicer to relocate the Connectivity Equipment; however, upon at least one hundred twenty (120) days' written notice or in the event of any emergency, Company may require Servicer to relocate Connectivity Equipment; provided however, the site of relocation will afford comparable space and environmental conditions for the Connectivity Equipment and comparable accessibility to the Connectivity Equipment. In the event that Company requires Servicer to relocate Connectivity Equipment, all reasonable costs incurred by Servicer associated with such relocation, and all costs incurred by Company, will be borne by Company. Company will notify Servicer in advance in writing of any changes to the infrastructure, power, cabling or electrical requirements, network connectivity or similar requirements of the Designated Space that may affect the maintenance or operation of the Connectivity Equipment. 2. Designated Space.Company(or its designated third party hosting provider,as applicable)will provide and maintain the Designated Space in a manner suited for proper storage and operation of the Connectivity Equipment with appropriate space, power and environmental controls to protect and preserve the Connectivity Equipment and in compliance with applicable city ordinances, building codes, and laws, including, without limitation: (i) A/C power to the outbound port on the Connectivity Equipment serving power distribution unit (PDU) 100% of the time; and (ii) HVAC (Heating, Ventilation and Air Conditioning)with industry standard target ambient room temperature and fire suppression measures in the area where the Connectivity Equipment is located. Company will further adhere to and enforce, and cause to be enforced at the Designated Space, those physical and logical security and access standards and monitoring practices regarding access to the Designated Space and Connectivity Equipment that Company applies to its own equipment and data centers,and no less than commercially reasonable industry standards, in order to maximize the security of the Designated Space and Connectivity Equipment. 3. Connectivity Services. Company will permit Servicer and each applicable telecommunications carrier to install circuits necessary to enable the operation of the Connectivity Equipment to receive data transmissions from Company and to transmit data in order to perform the Services. Company will cooperate with Servicer to notify Company's telecommunications carriers when Servicer wishes to terminate or modify circuits associated with the Connectivity Equipment and Connectivity. As between the parties, Company is responsible for providing all telecommunications and network connectivity, including, 114 Elavon Operating Guide OG201702 without limitation, internet, local and long-distance telecommunications lines and any and all necessary cross-connects between the Company's systems and equipment and the Connectivity Equipment. 4. Connectivity Equipment. Company acknowledges and agrees that Company will have no right, title or interest (ownership or otherwise) in any of the Connectivity Equipment and will have no right to grant a security interest in or otherwise encumber any of the Connectivity Equipment or to cause or permit any Connectivity Equipment to become subject to any security interest, lien or encumbrance.The Connectivity Equipment will not be deemed or become fixtures of the Designated Space. During the Term, Servicer(or its designated subcontractor)will provide Maintenance Services for the Connectivity Equipment. Company will promptly notify Servicer at any time that Company becomes aware that any of the Connectivity Equipment is not operational or has been damaged or destroyed. Notwithstanding anything else to the contrary in this Chapter or the Agreement, Company will be liable and responsible for any loss,damage or destruction to the Connectivity Equipment or for repair and replacement costs relating to the Connectivity Equipment caused by the negligence or acts or omissions of Company, its employees, representatives or agents (including, without limitation, any third party hosting provider). Company will not remove, alter, deface or obscure any legends, notices, identification or identifications of ownership or any disclaimer of warranty or security or safety notices provided on or with the Connectivity Equipment. This is a services agreement and is not intended to and will not constitute a lease of any real or personal property. In particular, Servicer acknowledges and agrees that Servicer has not been granted any real property interest in the Designated Space, and Servicer has no rights as a tenant or otherwise under any real property or landlord/tenant laws,regulation or ordinances. 115 Elavon Operating Guide OG201702 Chapter AMMKIL A1111h MF-� Ar-qR AZb Biller Direct Services This Chapter describes the Biller Direct Services available to Companies. In addition to the requirements in the Agreement and other applicable procedures included elsewhere in the Operating Guide, Companies that select the Biller Direct Services will adhere to the requirements in this Chapter, the applicable Biller Direct Services Enrollment Form, and the applicable portions of the ECS MOG. GENERAL PROVISIONS APPLICABLE TO THE BILLER DIRECT SERVICES Overview of the Biller Direct Services. The "Biller Direct Services" are the electronic bill presentment and payment platform offered by Servicer pursuant to this Chapter that allows a Company to accept Payment Devices in an online, telephone or Integrated Point of Sale environment in connection with the Company's sale of goods or services or its receipt of bill payments. 1. Transactions. a. Company Compliance. Company's obligation to comply with Laws includes the obligation to comply with all requirements under the Electronic Signatures in Global and National Commerce Act in connection with the Biller Direct Services. Other than for Integrated Point of Sale Biller Direct Services, Company will not receive Transaction information and therefore does not need to comply with the requirements governing Company receipt and handling of payment information from Customers when using Biller Direct Services. b. Transaction Requirements, Before Servicer processes a Transaction on Company's behalf, the Customer must affirmatively agree to engage in the Transaction through the Biller Direct Services web site, via the telephone, or in an Integrated Point of Sale environment. i, Customer Authentication, Company will provide to Servicer such Customer information as Servicer reasonably requests to perform their obligations under the Agreement and this Chapter. (1) If Company has selected Secure Flandoff Customer authentication for the Biller Direct Services, Company will authenticate the identity of each Customer prior to allowing the Customer to access the Biller Direct Services to initiate a payment to Company. Servicer may rely on such authentication and the accuracy of the Customer, information Company provides. Servicer will not be responsible for authenticating the Customer or for any Transaction(whether or not the result of fraud or other unauthorized access) processed with respect to a Customer that accesses the Biller Direct Services after a Company Secure Handoff. (2) If Company has selected Bill Load File Customer authentication for the Biller Direct Services, Servicer will authenticate the identity of each Customer on Company"s behalf based solely on the Customer information Company provides and using the authentication criteria as Company directs. Servicer may rely on the accuracy of the Customer information 116 Elavon Operating Guide OG201702 provided by Company, and Servicer will only be responsible for authenticating each Customer as directed by Company in writing. (3) Company will be responsible for, and will indemnify Servicer against, any losses that may result from: (a) errors in the authentication of a Customer or in the processing of Transactions that result from incorrect Customer information provided to Servicer; and(b) inaccurate or incomplete authentication of a Customer that does not result from Servicer's errors or omissions. Company grants Servicer and its designated agents access to and use of Customer information and such other data as is necessary for Servicer to perform its obligations under this Chapter. Company represents that Company's provision of such Customer information to Servicer will not breach any agreement to which Company is a party or violate Laws. ii. Transaction Risk. Servicer will attempt to collect from each Customer the payment-related information necessary for Servicer to process a payment Transaction from the Customer to Company in connection with the Biller Direct Services. Servicer will not be responsible for incomplete or inaccurate payment information that a Customer may provide in connection with the Biller Direct Services. Company acknowledges that additional Transaction verification and fraud prevention data elements and processes may be available through a particular Payment Network, including address verification, to reduce Transaction risk, and that Servicer will only be responsible for implementing any such Transaction risk controls that Company specifically requests in writing. The use of such Transaction risk controls does not constitute a guarantee of payment or prevent a Transaction from being disputed or subject to Chargeback. Regardless of any additional Transaction risk mitigation options Company elects, Company will remain responsible for monitoring Customer account activity for suspicious or fraudulent activity, as more fully described in Section 3 of the General Provisions of this Chapter. c. Transaction Controls. Company will notify Servicer of any material change or anticipated material change in daily dollar activity or type of Transaction processing in connection with the Biller Direct Services, and Company will obtain Servicer's consent to any such change. Servicer will not be responsible for any losses or expenses incurred by Servicer or Company arising out of any material change or anticipated material change in Transaction activity that Company does not promptly report. d. Processing Limits. Servicer may impose a limit on the aggregate dollar amount or individual dollar amount of Transactions that it will process for Company and may change the limit from time to time without prior notice to Company. If Company exceeds the established limit, Servicer may suspend the processing of Transactions in excess of the limit or may process Transactions in excess of the limit but hold the excess funds in a separate account or Reserve Account. e. Recurring Transactions. For recurring Transactions (e.g., recurring or preauthorized payment of insurance premiums or subscriptions), the Customer must consent to the initiation of the recurring charges using the Customer's designated Payment Device. Servicer will not process recurring Transactions after Servicer receives (i) a cancellation notice from the Customer provided through the Biller Direct Services interface;(ii)a notice from Company through the Biller Direct Services interface that authority to accept recurring Transactions has been revoked;or(iii)a response from the issuer of a Payment Device that the Payment Device is not to be honored. If a Customer advises Company that the Customer wishes to revoke its recurring payments authorization, Company will immediately notify Servicer by cancelling the recurring payment instruction through the Biller Direct Services interface. Any notices that are not fully processed through the Biller Direct Services interface prior to 5:00 p.m. Eastern time one business day before the day a Transaction is scheduled to be processed will not affect that Transaction but will be effective for subsequent Transactions. f. Retrieval Requests and Chargebacks. Company is responsible for all Retrieval Requests and Chargebacks under the Payment Network Regulations in connection with Transactions processed using the Biller Direct Services. Servicer will forward to Company any received Retrieval Requests or documentation related to a Chargeback from a Credit Card Association, an ECS Association or an EFT 117 Elavon Operating Guide OG201702 Network. Company is responsible for appropriately responding to each Retrieval Request or Chargeback, including by retrieving a copy of the relevant Transaction Receipt from the Biller Direct Services interface. Company also will cooperate with Servicer to comply with the Payment Network Regulations regarding Retrieval Requests and Chargebacks. 2. Biller Direct Services; Fees;Other Amounts Owed; Taxes. a. Implementation Fees. Company acknowledges that Servicer will incur significant costs integrating Company's billing process with the Biller Direct Services. As a result, Company will pay to Servicer the implementation fee set forth on the Biller Direct Services Enrollment Form upon the effectiveness of this Chapter. Payment of the implementation fee is not contingent upon use of the Biller Direct Services, and Company will be responsible for payment of the full implementation fee regardless of whether Company discontinues implementation or use of the Biller Direct Services. b. Billing. Company acknowledges that the minimum annual Transaction fees it pays to Servicer for Transactions processed using the Biller Direct Services will be at least equal to the"Minimum Annual Fees" amount identified on the Biller Direct Services Enrollment Form. The Minimum Annual Fees requirement becomes effective on the first day of the first month that begins following the earlier of(i) the date Servicer processes the first Transaction for Company using the Biller Direct Services, or(ii) ninety (90) days from the effectiveness of this Chapter. For any partial period of less than a full calendar year, the actual amount of fees Company paid to Servicer for Transactions processed using the Biller Direct Services will be annualized to determine if Company has satisfied this obligation. At the end of each year (the first year beginning on the effective date of the Minimum Annual Fees requirement), Servicer may notify Company if the actual Transaction fees Company paid in respect of the Biller Direct Services are less than the Minimum Annual Fees amount. If Company's actual Biller Direct Services Transaction processing fees for such period are less than the Minimum Annual Fees, Company will promptly pay Servicer the difference. 3. Fraud Controls and Responsibility for Fraud. Company acknowledges that Servicer monitors Transactions systematically using fraud and risk parameters to minimize Servicer's financial exposure, and such monitoring may result in a financial benefit for Company. Servicer may suspend processing of Transactions or decline to process one or more individual Transactions if, based upon fraud detection and prevention controls or other security or Transaction verification or validation procedures, Servicer reasonably believes that such Transactions submitted to Servicer are the result of fraud or error. Servicer may suspend the disbursement of funds related to any Transaction for any reasonable period of time required to investigate suspicious or unusual Transaction or deposit activity and that Servicer will not be liable for any losses Company may attribute to a suspension of funds disbursement. Company will be responsible for all fraudulent Transactions unless such fraud results from Servicer's failure to authenticate a purported Customer as required under the Agreement using information provided to Servicer by Company under Section l(b)of the General Provisions of this Chapter. Servicer may refer perpetrators of fraudulent Transactions to law enforcement officials. 4. Suspension of Biller Direct Services. Servicer may suspend Company's or a Customer's access to (or temporarily restrict the use ol)the Biller Direct Services if Servicer determines there is a security,credit or legal risk that may interfere with providing the Biller Direct Services. Servicer may also permanently terminate a Customer's access to the Biller Direct Services upon notice to Company if Servicer reasonably determines the Customer is misusing the Biller Direct Services or is engaged in suspicious or illegal activity. Servicer may refuse any Transaction where Servicer reasonably believes that the Transaction involves a material probability of legal, fraud, or credit risk. Company will cooperate in resolving any claims or errors alleged by a Customer and in investigating any claims of fraud consistent with Laws and Payment Network Regulations. 118 Elavon Operating Guide OG201702 PAYMENT CARD SERVICE PROVISIONS I. Authorization. Servicer will attempt to obtain an Authorization Code before completing a Transaction. Servicer will only process Transactions that receive a positive authorization. An Authorization Code does not a. guarantee Company final payment for a Transaction; b. guarantee that the Transaction will not be disputed later by the Cardholder as all Transactions are subject to Chargeback; c. protect Company in the event of a Chargeback regarding unauthorized Transactions or disputes involving the quality of goods or services;or d. waive any provision of the Agreement or otherwise validate a fraudulent Transaction. 2. Credit Transaction Receipt. If Company agrees to grant a Cardholder a refund of a Payment Card Transaction processed by Servicer, Company will request a Credit Transaction Receipt through the Biller Direct Services interface and will issue the credit using the Credit Transaction Receipt. Company will not issue cash or a check as a refund for any previous Transactions processed on a Payment Card. Servicer will debit the DDA for the total face amount of each Credit Transaction Receipt Servicer processes. Servicer will not process a Credit Transaction Receipt relating to any Transaction Receipt that Servicer did not originally process, and Servicer will not process a Credit Transaction Receipt that exceeds the amount of the original Transaction Receipt. 3. Interchange. Servicer is not responsible for the Interchange category or pricing (including discount rate, fees and surcharges) applied by the Credit Card Associations, EFT Networks or otherwise owed by Company with respect to any Transaction processed using the Biller Direct Services, except to the extent that Company has to pay greater Interchange with respect to a Transaction solely because Servicer fails to comply with the Transaction processing requirements agreed to between Company and Servicer. ECS AND ACH PROVISIONS 1. General. A Customer must provide authorization to Servicer before Servicer will initiate an ACH debit to the Customer's account, in accordance with the ECS MOG. Servicer will record the Customer's ACH debit authorization. Servicer will either retain the original or a duplicate record of the Customer's authorization for the period required by the applicable ECS Rules, and will make a copy of such record available to Company for a fee as indicated on the Biller Direct Services Enrollment Form. 2. Additional Representations. Company represents, with respect to all ECS and ACH Transactions accepted and processed by Servicer under this Chapter,that a. for prearranged payment or deposit (PPD) entries or recurring debit entries, the Customer has duly authorized the debiting of the Customer's account in writing in accordance with Laws and ECS Rules, b. the business transaction represents an obligation of the Customer who is initiating the ECS or ACH Transaction,and c. the ECS or ACH Transaction is for amounts actually owed by the Customer to Company (including tax)and does not involve any element of credit 119 Elavon Operating Guide OG201702 Chapter 2 Safe-T Instant Tokenization TM Services This Chapter describes Servicer's card-not-present LokenizaLioll solution for back office payment processing and c- cornmerce environments (the "Instant Tokenization Services") available to Companies. In addition to the requirements set forth in the Agreement and other applicable procedures set forth elsewhere in the Operating Guide, Companies that use the Instant Tokenization Services will adhere to the requirements set forth in this Chapter, PROVISIONS APPLICABLE TO INSTANT TOKENIZATION SERVICES I. Tokenization. To facilitate a pre-authorization tokenization request, Servicer will provide three options fior Company to implement Instant Tokenization into Company's payment process - (1) a Servicer-generated pop- up window (for use with Company's point-of-sale or property management system software application), (2) iFrame (for use with Company's point-of-sale or property management system browser-based application), or (3) Consumer's browser-based payment form field. By way of the API, Servicer will provide Company with randomized numerical tokens (each, a "Token") ill Substitution for Credit Card and Debit Card account numbers (each such number-, a"Card Account Number'*). More specifically, when a Card Account Number is captured via one of the implementation methods noted above,and transmitted to Servicer, Servicer will: (i) generate aToken; (i i) associate the Token with the Card Account Nuniber; and (iii) send the Token, instead of the Card Account Number, back to Company for inclusion in the Transaction authorization request. The Token, rather than the associated Card Account Number, may be submitted by Company to Servicer to process additional Transactions to the Credit Card or Debit Card associated with such Token across all Company locations, The Card Account Number associated with each Token generated by Servicer call be retrieved by Servicer, on Company's written request, until the date that is three years after the expiration or termination of tile Agreement, provided that the retrieval of Card Account Numbers after the expiration or termination of the Agreement will be subject to additional terms and conditions and at an additional cost to Company. Company acknowledges that the Tokens will be Formatted in Servicer's reasonable discretion and may not be compatible with other Company software and systems. 2, De-Tokenization. Company may request a reversal of the Tokenization process as follows: (a) To reverse the Tokenization process on an individual Token basis, Company may access an Servicer web portal and, with appropriate authentication credentials, retrieve the Card Account Number associated with any Token. (b) To reverse the Tokenization process on a bulk basis (i.e., in excess of 100 Tokens at. a time), an officer of' Company must make a request in writing to Servicer and provide Servicer with the Tokens for which , Company wishes to reverse the Tokenization process. Servicer will provide Company's requesting officer with an encrypted file containing the Card Account Numbers associated with such Tokens within 30 days -1) 120 Ela'v' oh Operating Guide OG201702 of receiving the request. Company acknowledges and agrees that additional terms and conditions may apply to reversal of Tokenization on a bulk basis. 3. Company Responsibilities and Acknowledgements. (a) Servicer does not store Credit Card or Debit Card expiration dates. In order to use a Token to process a Transaction, Company must provide the Token (in lieu of a Card Account Number) together with the expiration date for the original Credit Card or Debit Card. (b) Company is responsible for properly integrating in accordance with the Documentation and maintaining its software and systems for use with the Instant Tokenization Services. (c) Company has sole responsibility for the legality, integrity, accuracy and quality of the data inputted by Company or its Customers in the use of the Instant Tokenization Services. (d) Servicer does not in any way guarantee the valid or non-fraudulent use of any payment method for the purchase of goods or services or of any of the Instant Tokenization Services by Customers. Fraudulent or invalid use of a payment method cannot be exhaustively checked for and, without prejudice to the other terms of this Schedule, Servicer expressly disclaims and excludes any liability for invalid or fraudulent use of any payment method. 4. Use of API. (a) Subject to the terms of this Schedule, Servicer hereby grants Company the non-exclusive rights to use, copy, modify,or merge,copies of the applicable application programming interface("API"),and to permit persons to whom the API is furnished to do so. (b) Company acknowledges that Servicer will only be able to provide Instant Tokenization Services to Company and that Company will only be able to access the functionality relevant to the Instant Tokenization Services if Company (i) properly uses the API to integrate and maintain integration of the Company's software and systems into the Servicer system in accordance with the Documentation; and(ii) does not alter, modify, translate, adapt, decompile, disassemble or reverse engineer the API so as to affect or in any way prejudice the functionality of the API. (c) Company will include in all copies and portions of the API that Company makes available to third parties the permission and copyright notice incorporated into such API from time to time, and Company will not remove or alter in any way whatsoever any copyright notice or acknowledgements appearing on the API from time to time. 121 Elavon Operating Guide OG201702 Chapter AV-In Am1k JL Equipment PROVISIONs APPLICABLE To RENTAL EQUIPMENT This section describes certain terms and conditions that apply to Companies that have elected to receive Rental Equipment from Servicer. In addition to the requirements set forth in the Agreement and other applicable procedures set forth in the Operating Guide, Companies that receive Rental Equipment from Servicer will adhere to the requirements set forth in this Chapter. For the avoidance of doubt, the provisions of this Chapter will not apply to Leased Equipment. Rental Term. Company agrees to the rental term and to pay the fees for Rental Equipment set forth in the Agreement. Company may terminate the rental term at any time upon written notice to Servicer, provided that rental payments will not be prorated. Company will pay the full monthly rental payment for each full or partial month until the Rental Equipment is returned to Servicer in good repair,condition and working order. Z�l Ownership. Servicer will at all times retain title to the Rental Equipment, Company will not create, incur, assume or suffer to exist any mortgage, lien, pledge or other encumbrance or attachment of any kind whatsoever upon, affecting or with respect to the Rental Equipment. Care and Use; Risk of Loss. Company will maintain the Rental Equipment in good operating condition, repair and appearance, and protect the same from deterioration other than normal wear and tear. Company will only use the Rental Equipment in the regular course of its business, and will comply with all laws, ordinances, regulations and rules with respect to Company's use, maintenance and operation of the Rental Equipment. Company will bear all risk of loss of and damage to the Rental Equipment while in Company's possession. In the event of a loss of, or damage to, the Rental Equipment, Company will pay to Servicer the then current full purchase price of the Rental Equipment. Rental Equipment Replacement. Servicer will replace any inoperable or non-functioning Rental Equipment during the rental term; provided, that(i) such Rental Equipment is not inoperable or non-functioning due to any act of Company or any damage for which Company is responsible, (ii) Company has paid all rental payments due and owing to Servicer, and (iii) Company pays the standard swap fee for the shipping and handling of the replacement Rental Equipment, Rental Equipment replacement will constitute Company's sole remedy and Servicer's sole obligation with respect to any inoperable or non-functioning Rental Equipment. Return of Rental Equipment. Within ten (10) days of the expiration or termination of the rental term, Company will return the Rental Equipment, freight prepaid, to Servicer in good repair, condition, and working order, ordinary wear and tear excepted, to a location designated by Servicer. If Company fails to return the Rental Equipment to Servicer within the time period specified, Company will pay to Servicer the then current full purchase price of the Rental Equipment. 122 Elav' on Operating Guide OG201702 PROVISIONS APPLICABLE TO APPLE,INC. EQUIPMENT This section describes certain teens and conditions that apply to Companies that have received Apple, Inc. Equipment from Servicer. Support. Servicer will provide Company with full support and assistance with any troubleshooting or any other help-desk function as may be needed or required in connection with Company's use of Apple, Inc. Equipment. Company may also purchase AppleCare to provide additional support for its Apple, Inc. Equipment, although Apple Care does not apply to any components used in connection with the Apple, Inc. Equipment that are not produced by Apple, Inc. Warranty. Company understands and acknowledges that Apple, Inc., its officers, affiliates and subsidiaries make no warranties or endorsements with respect of Company's use of Apple, Inc. Equipment as a POS Device, nor any other POS Device, third-party product, or combination of any Apple, Inc. and any such third-party product or POS Device. 123 Elavon Operating Guide OG201702 Chapter 29 Supplies We can provide Supplies necessary to complete your Card Transactions, To replenish your stock,go online to http-,',Ivqv_w.iiiercliaiitcojiiiect.coiii or select the"Supplies" option from the merchant services telephone menu. These SUPPHCS include: • Card Transaction Receipts and Credit Transaction Receipts • Imprinter • Batch Header receipts and envelopes • Company plate • Electronic printer paper • Stickers containing Voice Authorization numbers • Visa and MasterCard window decals and cash register signs Z� • Quick Reference Guide (QRG)Supporting your POS Device We suggest that YOU check YOU[-supplies frequently to ensure you have an adequate quantity on site. Requesting a -rush"shipment will cause YOU to incur additional charges, 124 Elavon Operating Guide OG201702 Chapter A901h, 0 MasterPaSSTM Wallet Services Companies using the Converge Payment System also are enabled to participate in MasterCard's MasterPass'l"ll digital wallet service, an integrated digital wallet platform designed and provided by MasterCard to enable customers to pay for goods and services in e-corm-nerce transactions (the "MasterPass Wallet Services"). The MasterPass Wallet Services enable online acceptance of digital watlets that have integrated features, including (i) MasterCard's proprietary digital wallet product, which is an electronic means of storing and transmitting payment card and related information on behalf of a Cardholder, and (ii) third-party digital wallets that have integrated into MasterCard's MasterPass Wallet Services. By using the Converge Payment System and the integrated MasterPass Wallet Services, Company agrees to the terms and conditions set forth herein and to the terms and conditions MasterCard has established for its MasterPass Wallet Services in the MasterPass Operating Rules, currently available at litips://a-nasterpass.com/SP/('otiipany/OperatingRules, as the same may be updated from time to time. Additional details regarding the operation and use of the MasterPass Wallet Services are set forth in the MasterPass Operating Rules and in related technical and operational specifications provided or made available by MasterCard. Company agrees to maintain all MasterCard and MasterPass branding, trademarks, and logos in accordance with the MasterPass""'l Company Brandin()Requirements, currently available at: 125 Elavon Operating Guide OG201702 Chapter 31 PayPal Acceptance Companies participating in our PayPal Program will be enabled to accept PayPal Payment Devices. All participating Companies will be able to accept PayPal Cards. Participating Companies utilizing compatible 110S Devices may also accept PayPal Mobile Transactions. Please note that Servicer is acting only to facilitate passing purchase information to PayPal at the point of acceptance;the Company's relationship with respect to PayPal transactions will be with PayPal,and Servicer does not fund PayPal transactions. TERMS APPLICABLE TO PAYPAt,AcCEPTANCE I. Payll'al Marks. Company may use tile PayPal Marks only to promote PayPal products,offers, services, processing and/or acceptance. Company use of the PayPal Marks is restricted to the display of decals, sionage, advertising,and marketing materials provided or approved by PayPal in writing pursuant to the process set forth in the PayPal Program Documents. Company will not use the PayPal Marks in such a way that Customers could believe that the products or services offered by Company are sponsored Or guaranteed by the owners of the Payllal Marks. Company recognizes that it has no ownership rights in the PayPal Marks. Company will not assign to any third party any of the rights to use the PayPal Marks. Company is prohibited from using the PayPal Marks,not permitted by the PayPal Program l3ocuments, unless expressly authorized in writing by PayPal. Company will only use and display the PayPal Program Marks in accordance with the PayPal Program Documents. 2. POS Devices. Company Must ensure that it utilizes POS Devices capable of accepting PayPal Cards in accordance with the PayPal Program Documents, Merchandise on Display; Inventory, Company must ensure that it has merchandise on display at the point of sale that is related and relevant to the MCC assigned to the Company, and that there is sufficient inventory on premises to transact business. 4. Evidence of Being an Operating Business. Company must provide to Servicer upon request such documentation reasonably required by Servicer to verily that Company is actually operating a business, such as bank or supplier documentation. 5. Telephone and Storefront. Company must maintain a working telephone and retail storefront. 6. Compliance with the PayPal Program Documents. Company must comply with all applicable terms of the PayPal Program Documents in the course of its participation in the PayPal Program, including the acceptance of PayPal Cards and/or PayPal Mobile Transactions. 126 Slav'oh Operating Guide OG201702 Chapter A9111L AW--IR - W Level III Data This Chapter describes certain services available to Companies that have been approved by Servicer to submit Level III Data to Servicer in connection with certain Transactions, Level III Data may only be submitted with Visa or MasterCard Commercial Card"Transactions,and the Company must have a separate MID for Level III transactions and correctly input each of the data elements set forth below in order to be eligible to receive the favorable interchange rates associated with submitting Level III Data, in addition to the sales tax data and customer code data elements required for Transactions to qualify for Level 11. Servicer may update these data element requirements from time to time in separate communications to Companies or through updates to the MOG. In Canada, Visa requires Company registration to qualify for Level III interchange rates. RLQuIRED DATA POINTS FOR VISA TRANSACTIONS Company must include the following data elements with each eligible Visa Commercial Card Transaction: Data Element Description Entry Parameters Discount Amount The total discount amount applied to an Must not be all zeros if a discount entire Transaction. amount exists and last two digits are implied decimal places. Must be all zeros if discount amount does not exist. Freight/Shipping The total freight/shipping amount applied Must not be all zeros if a freight/shipping Amount to a"Transaction. amount exists and last two digits are implied decimal places. Must be all zeros if freight/shipping amount does not exist, Duty Amount The total duty amount applied to a Must not be all zeros if a duty amount Transaction, which would include any exists and last two digits are implied Import Tax, Excise, Customs Tax Impost decimal places. Must be all zeros if duty or Levy, amount does not exist. Item Commodity Commodity codes are used by corporate Must not be all spaces or a➢l zeros. Code purchasing organizations to segment and manage their total spend across diverse product lines. Item Descriptor A specific text description of the item Must not be all spaces or all zeros. purchased in the Transaction. Product Code Product code is typically the supplier's Must not be all spaces or all zeros. unique product identifier, such as a part number or catalog number. This is usually identified with an inventory number or UPC code. Quantity Number of units purchased for the line Must not be all spaces or all zeros. The item in the Transaction. last four digits are implied decimal places. 127 Ela'Von Operating Guide OG201702 Data Element Description Entry Parameters Unit of Measure The metric or measurement code used for Must not be all spaces or all zeros. describing the quantity of units. Unit Cost The cost of each unit purchased for the Must not be all spaces or all zeros. The line item. last four digits are implied decimal places. Discount Per Line Amount of discount applied to a particular Must not be all zeros if a discount exists. Item line item. Must be all zeros if discount does not exist. Line Item Total Total amount for the line item, calculated Last two digits implied decimal places. as using the following formula: Line Item Must not be all spaces or zeros. Total=(Unit Cost x Qty)—Discount Per Line Item. REQUIRED DATA POINTS FOR MASTERCARD TRANSACTIONS Company must include the following data elements with each eligible MasterCard Commercial Card Transaction: Data Element Description Entry Parameters Product Code The non-fuel related product code of the Must not contain all zeros or all spaces. individual item purchased. Item Description Text description of the individual item Must not contain all zeros or all spaces. purchased. Item Quantity The quantity of the item purchased. Must be numeric and greater than zero. Item Unit of Measure The metric or measurement code used for Must not contain all low values,all high describing the quantity of units. values,all zeros,or all spaces. Extended Item The amount spent on the line item, Must be a number greater than zero. Amount calculated as price multiplied by the quantity. Debit or Credit Indicates whether the net of extended item Must be a letter. Indicator amount,net of discount,taxes,and price, is a debit or credit. 128 Elavon Operating Guide OG201702 Chapter A" 3 VIR Additional Resources Visit our web site at littil-�/,,'N�,N,v\,w�.iiierciiititcotitiect.coiii to obtain customer support, retrieve account information, order supplies,and more. PAYNIENi,NETWORK CONIPANNINFORMATION For Payment Network-specific Company information, visit the following websites: • American Express-litil.?:/,,'wv%v\N,.aiiierictiiiexi)ress.coiiif'iiiei-cliaiitopttii(le • Discover Network-lit.tp-8w Vwvv A tetstarted/merchan t/merchant.h I III I • MasterCard- http://tiiastet-cai-(I.coiii/tis/ii,ici-cliaii(/in(lex.litiii� • Visa-h ttps://Lisa.visa.co m/ru n-you r-bus in ess/accelLi-vi-"a-2gym,.nts.hun] For inforniation regarding the operating rules and regulations of the various Payment Networks, visit the following websites: • American Express-Int ://wwNv.�iiiiei•ic,,,tiiexkii,ess.ccaiii/iiici-cliaiitopLttide • Discover Network- • MasterCard-littli://www.,mastercai-cl„COl'Il/Lls/mei'cI,iatit�'t)0f/'BM-Elitii°e_Ma11LiaI public.pcif • Visa-lilt p://tisa.visa.cc)ili/iiiei-cliarits/c)L)cratiotis/op renflationsAitrifl PCI IAA-rA SECURITY STANDARDS IINFORMATION For PCI Data Security Standards information and requirements, visit the Following websites: • PC] Security Standards Council--ilttl)S://wwvw%'.DCiseciii�itvstanidards.o[,L,/P • American Express-h rchantuji(guide • Discover Network- • MasterCard SDP data-W-qtection-PCl.htrra l Visa-https:I/u sa.v isa.conL/suLipp-r-t,sjjja I]-bus i ness/securitv-com n I iance.h till It','33 129 Elav" oh Operating Guide OG201702 Appendix A Glossary AC": Automated Clearing House, the funds transfer system governed by the rules of NACHA. ACH allows financial institutions to clear interbank entries electronically. ACH Network: The funds transfer system 'governed by the ACH Rules. The ACH Network allows participating depository financial institutions to clear interbank entries electronically. ACH Rules: The NACHA Operating Rules and Operating Guidelines, which govern the interregional exchange and settlement of ACH transactions. ACS: See Automated Customer Service. Activation Date: the date that Company activates the configuration and connection to the Connectivity in a production environment after installation of the Connectivity Equipment in the Designated Space. Address Verification Service (AVS): A fraud-reduction service that allows the Company to verify a Cardholder's billing address prior to completing a Card Not Present Transaction. Agreement: The Master Services Agreement, Payment Device Processing Agreement, or "terms of Service, as Z� tp applicable, any addendum to the foregoing, the Company Application, this Operating Guide, any other guides or manuals provided to Company from time to time, and all additions to, amendments and modifications of, and all replacements to any of them. American Express: American Express"travel Related Services Company, Inc. Apple, fric. Equipment: The Equipment produced by Apple, Inc. that is specified on Schedule A to the Payment Device Processing Agreement, an Additional EquipTrient Form, or any other form or Agreement and is obtained by Company from Servicer. Approval Code-, An Authorization Code indicating that the Transaction is approved and the Card may be honored. Automated Customer Service(ACS): A desktop application used as a reporting and accounting reconciliation tool for viewing detailed reports of Transaction activity, statement detail, Card type history,and qualification detail. Authorization: A required procedure by which a Company requests approval of a Transaction from the Issuer. Authorization is initiated by accessing the authorization center by telephone or POS Device, See also Nfagnetic Swipe A uthorization, Nlanual Entry A uthoriz-ation, or Voice Authorization. Authorization Code: The code sent by the Issuer in response to an Authorization request that indicates whether the Transaction is approved. Responses may include: "Approved," "Declined," "Declined Pick-Up," or "Referral" ("Call Auth"), Authorization Code: The code sent by the issuer of a Payment Card in response to an authorization request (tile procedure by which Servicer requests approval of a Transaction involving a Payment Card from the issuer of the Payment Card), which indicates whether the Transaction is approved by the issuer. -1) 130 Elav' on Operating Guide OG201702 Autofax: A program offered to Companies for receiving Retrieval Request and Chargeback notices via a dedicated 24-hour fax line. AVS: See Address Verification Service. Balance: The amount of money owed by the Cardholder to the Issuer for charges on a Credit Card. On a Debit Card this is the amount of money available in the Cardholder's demand deposit or savings account Bank Identification Number(BIN): The identification number assigned to a Member that is used for Card issuing, Authorization,clearing,and Settlement processing. Bankruptcy Proceeding: With respect to a Person means (i) that the Person or any subsidiary of such Person will: (a) commence a voluntary case under the Bankruptcy Code of 1978, as amended, or other federal bankruptcy laws (as now or hereafter in effect);(b) file a petition seeking to take advantage of any other applicable laws,domestic or foreign,relating to bankruptcy, insolvency,reorganization,winding up or composition or adjustment of debts or any other similar conservatorship or receivership proceeding instituted or administered by any regulatory agency or body; (c) consent to or fail to contest, in a timely and appropriate manner, any petition filed against it in an involuntary case under such bankruptcy laws or other applicable laws; (d) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of,or the taking of possession by,a trustee, receiver,custodian, liquidator,or similar entity of such Person or of all or any substantial part of its assets, domestic or foreign;(e)admit in writing its inability to pay its debts as they become due;(f)make a general assignment for the benefit of creditors; (g)make a conveyance fraudulent as to creditors under any applicable law; or(h) take any action for the purpose of effecting any of the foregoing; or(ii) that a case or other proceeding will be commenced against the Person or any subsidiary of such Person in any court of competent jurisdiction,or through any regulatory agency or body,seeking: (a)relief under the Bankruptcy Code of 1978, as amended, or other federal bankruptcy laws (as now or hereafter in effect) or under any other applicable laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition, or adjustment of debts; or (b) the appointment of a trustee, receiver, custodian, liquidator or the like of such Person or of all or any substantial part of the assets,domestic or foreign,of such Person or any other similar conservatorship or receivership proceeding instituted or administered by any regulatory agency or body. Batch: The accumulated Card Transactions stored in the POS Device or Host computer. Batch Header: A summary, similar to a deposit slip,of a group of Card Transactions accepted by a Company who does not process Transactions electronically. It is attached to the Transaction Receipts when they are sent to the paper processor. Bill Load File: A file of data in a Biller Direct Services-specified format that is provided by Company to Servicer via data transmission or upload to the Biller Direct Services platform on a regularly scheduled basis. The data passed to the Biller Direct Services platform will include information used to identify the Customer, amount due, and other data relevant to the effective processing of the Transaction. Bill Payment: PIN-less Debit Card payment Transactions resulting in funds transfer from Cardholders to Companies in connection with payments for recurring services (excluding casual or occasional purchases) for which a corresponding invoice is periodically presented to the Cardholder by the Company, and which Transaction is initiated via a telephone(Voice Recognition Unit, Interactive Voice Recognition)or Internet device. BIN: See Bank Identification Number. Business Associate: Has the meaning ascribed to it in H1PAA. Business Associate Agreement: A contract between a Business Associate and a covered entity as required by HIPAA. Card: A plastic card issued by a bank or other financial institution,or by a Card company(e.g., Discover Network, Visa and MasterCard Credit Cards and Debit Cards), that allows a Cardholder to pay for purchases by credit, charge,or debit. Cardholder: the individual in whose name a Payment Device has been issued and any authorized user of such Payment Device. 131 Elavon Operating Guide OG201702 Cardholder Information Security Program (CISP)-. The data security regulations required by Visa to protect Cardholder ZICCOUnt data and other data security best practices. The exact requirements for LISP can be found at %vw%v.visa.coni/cis..p. Card Identification Number(CID)) or Card Validation, Code (CVV2/CVC2): A number printed on a Card and used as additional verification for Card Not Present Transactions, For American Express this is a four-digit code printed above the Card account number, For Visa, MasterCard and Discover Network this is a three-digit card code value printed on the signature panel of the Card, Card Imprint: See Imprint or Imprinter Card Not Present. The processing environment where the Payment Device is not physically presented to (lie Company by the Cardholder as the form of payment at the time of the Transaction. Card Not Present includes, but is not limited to, Mail Order(MO), Telephone Order(TO),and Electronic Commerce(EC). Card Present: The processing environment where the Payment Device is physically presented to the Company by the Cardholder as the forrn of payment at the time of Transaction. Card Rules: The Credit Card Rules and Debit Card Rules,collectively. Card Validation Code: See Card Identification Number. Cash Advance.- A Transaction in which a Cardholder receives cash from a financial institution or an ATM. Chargeback: A Transaction disputed by a Cardholder or Issuer pursuant to the Payment Network Regulations. Chip: A microchip that is embedded in a Card that contains Cardholder data in an encrypted format. Chip and PIN Technology: Any technology in whatever form introduced by any payment Network which employs Chip embedded Cards and/or the use of a PIN in conjiunction with, or in replacement of, a manual signature of Cardholder. Chip Card: A Card embedded with a Chip that communicates information to a Chip-Reading Device. Chip-Reading Device: A POS Device capable of reading, communicating and processing Transaction Data from a Chip Card. CID: See Card identification Number. Code 10 Authorization: An Authorization or an "additional verification step" obtained for a suspicious or questionable Transaction, Card, or Cardholder. Commercial Cards: Cards issued on the Visa or MasterCard networks to businesses that provide additional reporting to such businesses, including those designated by Visa or MasterCard as Corporate, Business or Purchase/Purchasing cards. Company: The business entity that provides goods and/or services to Customers (formerly referred to as "Merchant", or, with respect to Gateway Set-vices, "Custonier")), Company Application: The Company Application and any additional document containing information regarding Company's business that is submitted to Servicer in connection with Company's application for the Services, including documents Submitted by Company as a part of the bid process, if applicable. Company Connectivity Software: any software provided by or on behalf of Company, whether integrated at Company's or a third party hosting or service provider's operating environment, and the associated interfaces and data collection routines implemented by or on behalf of Company to access and use the Gateway Services, including plug-ins,agents, and operating system components. Company Identification Card: A plastic card issued to the Company that contains the Merchant Identification Number, name, location, and DDA number. Company Location: a designated location at which a Company uses the Gateway Services. Company Plate- A plastic or metal plate affixed to the Imprinter that contains Company information such as the Company name, MID,city and state, and a Discover or American I"Apress account number, if'applicable. __11b 132 Elav" on Operating Guide OG201702 Company Statement: A monthly summary of activity in a Company account. Compliant Chip Card: A Chip Card that complies with all Payment Network Regulations. Connectivity: the Servicer-controlled non-public network connectivity and interfaces for transmitting data between the Origination Point and the Hosted System. Connectivity Equipment: all computer router equipment, accessories, peripherals, software and other materials provided by Servicer that are designated on a schedule or addendum_to the Agreement to be installed in the Designated Space and provide Connectivity, and shall include replacement or updated equipment as may be provided by Servicer from time to time during the Term of the Agreement. Contactless: A payment card or key fob equipped with a chip and antenna that securely communicates Cardholder account information via radio frequency to a POS Device. Convenience Fee: A fee charged by Company for an added convenience to the Cardholder for the use of a Payment Device in a Transaction in accordance with the Payment Network Regulations. Converge Services: The delivery of payment acceptance and processing services by Servicer through Servicer's Converge interface in accordance with this Operating Guide and the Converge documentation provided by Servicer to Company,as the same may be updated by Servicer from time to time. Copy Request: See Retrieval Request. Coverage Area: The geographic area in which wireless Transaction processing is available to Company. Credit Card: A card or device associated with a revolving line of credit that may be used to purchase goods and services from Company or to pay an amount due to Company or to obtain cash advances. A"Credit Card" includes any of the following cards or devices that are associated with a line of credit extended to the Person to whom the card or device is issued: (i) a Visa card or other card or device bearing the symbol(s) of Visa U.S.A., Inc. or Visa International, Inc. (including Visa Gold cards);(ii)a MasterCard card or other card or device bearing the symbol(s) of MasterCard International Incorporated (including MasterCard Gold cards); (iii) a Discover Network card or other card or device bearing the symbol(s) of Discover Network; or(iv) any card or device bearing the symbol of any other Credit Card Association. Credit Card Associations: (i) Visa; (ii) MasterCard; (iii) American Express; (iv) Discover Network; (v) Diners Club International Ltd.; (vi) JCB International Co., Ltd.; (vii) China UnionPay Co., Ltd; and (viii) any other organization or association that hereafter contracts with Servicer to authorize, capture, and settle Transactions effected with Credit Cards issued or sponsored by such organization or association, and any successor organization or association to any of the foregoing. Credit Card Rules: All applicable rules and operating regulations of the Credit Card Associations, and all rules, operating regulations, and guidelines for Credit Card Transactions issued by Servicer from time to time, including, without limitation,all amendments,changes and revisions made thereto from time to time. Credit Transaction Receipt: A document, in paper or electronic form, evidencing a Company's refund or price adjustment to be credited to the Cardholder's account and debited from the Company's DDA.This is also known as a credit slip or credit voucher. CVV2/CVC2: See Card Identification Number. Customer: A client of Company who elects to conduct a payment Transaction with Company through presentation of a Payment Device(including a Cardholder)or who participates in Company's Fanfare Loyalty Program. Customer Data: Any information or data related to a Customer, including personal information, personally identifying information and information about a Customer's purchase Transactions at Company, collected by Company and provided to Servicer or received by Servicer from a Customer in connection with the Fanfare Loyalty Program or Servicer's provision of the Fanfare Loyalty Services. DDA: See Demand Deposit Account. Debit Card: A card or device bearing the symbol(s) of one or more EFT Networks or Credit Card Associations, which may be used to purchase goods and services from Company or to pay an amount due to Company by an electronic debit to the Cardholder's designated deposit account. A "Debit Card" includes (i) a card or device that 133 Elavon Operating Guide OG201702 bears the symbol of a Credit Card Association and may be used to conduct signature-based, offline debit Transactions, and (ii) a card or device that bears the symbol of an EFT Network and can be used to conduct PIN- based, online debit Transactions. Debit Card Rules: All applicable rules and operating regulations of the EFT Networks and Credit Card Associations, and all rules, operating regulations, and guidelines for Debit Card Transactions issued by Servicer from time to time, including, without limitation, all amendments, changes, and revisions made thereto from time to time. Declined Code: An Authorization Code indicating that the Transaction is declined and the Card is not to be honored Declined Pick-Up Code:An Authorization Code indicating that the Transaction is declined and the Card should be retained by the Company. Demand Deposit Account: The commercial checking account at a financial institution acceptable to Servicer designated by Company to facilitate payment for Transactions, Chargebacks, returns, adjustments, fees, fines, penalties,and other payments due under the Agreement. In the instance of a Debit Card or ATM Card,this refers to the Cardholder's deposit account. Designated Space: the location on the premises of Company (or its third party hosting provider) at which the Connectivity Equipment is installed. Destination Point: a location of a Payment Services Entity designated by Company with respect to which Company has requested Servicer to provide the Gateway Services or to which Company has requested Servicer submit Transactions. Diners: Diners Club International Ltd. Discount: A type of fee paid by a Company to process its Card Transactions. Discount is calculated by multiplying the Discount rate by the volume of Card Transactions. Discover: DFS Services LLC. Discover Network: The payment network operated and maintained by Discover. Doing Business As(DBA): The trade name of a Company that may appear on business signs, customer literature, or other documents. Domestic Internet PIN-Based Debit Card Transaction: A PIN-based Transaction conducted over the internet using a Debit Card and processed over an EFT Network. Dynamic Currency Conversion (DCC): The conversion of the purchase price of goods or services from the currency in which the purchase price is displayed to another currency as agreed to by the Cardholder and Company. That currency becomes the Transaction currency,regardless of the Company's local currency. EBT: See Electronic Benefits Transfer Service. EBT Card: A card utilized for electronic benefits transfers. ECS: See Electronic Check Service. ECS Association: NACHA, any regional ACH association or network, and any other organization or association used by Servicer or Member in connection with the ECS that is hereafter designated as an ECS Association by Servicer from time to time. ECS Rules: All applicable rules and operating regulations of or applicable to the ECS Associations (including the ACH Rules)and the ECS MOG, in each case including without limitation, all amendments, changes, and revisions made thereto from time to time. 134 Elavon Operating Guide OG201702 EFT Networks: (i) Interlink Network Inc., Maestro U.S.A., Inc., STAR Networks, Inc.,NYCE Payments Network, LLC, PULSE Network LLC, ACCEL/Exchange Network, Alaska Option Services Corporation, Armed Forces Financial Network, Credit Union 24, Inc., NETS, Inc., SHAZAM, Inc., and Interac and the Interac Direct Payment service;and(ii) any other organization or association that hereafter authorizes the Servicer or Member to authorize, capture, and/or settle Transactions effected with Debit Cards, and any successor organization or association to any of the foregoing. For purposes of Chapter 2, heading Special Requirements Applicable to Internet PIN-Based Card Transactions, ETF Networks will only include networks in the United States. EGC: See Electronic Gift Card. EGC Cardholder Data: One or more of the following data elements pertaining to a Cardholder's account: Electronic Gift Card number, Cardholder name (if applicable), Electronic Gift Card account activity, Cardholder account balance,and such other data applicable to the Company's EGC program. Electronic Benefits Transfer Service (EBT): A service that allows electronic transfer of government funds to individuals through the use of a plastic debit-like Card and a Personal Identification Number (PIN). The federal government requires all states to distribute food stamps and cash benefits in this manner. The EBT Card may then be used for qualified purchases at company locations. Electronic Check Service(ECS): The service offering by Servicer pursuant to which Transactions effected via an ACH Payment Device are presented for clearing and settlement through the ACH Network or alternate clearing channel as described in the ECS Merchant Operating Guide(ECS MOG). Electronic Commerce Transaction: A Transaction that occurs when the Cardholder uses the Internet to make a purchase from a Company. Electronic Gift Card (EGC): A special stored value card provided by or on behalf of Company that is redeemable for merchandise,services or other Transactions. Electronic Gift Card(EGC)Services: Services provided by Servicer that allow a Company to sell Electronic Gift Cards redeemable for in-store merchandise or services. Embossing: The process of printing data on a Card in the form of raised characters so the Card may be used in the imprinting of Transaction Receipts. Encryption: A security or anti-fraud technique that scrambles data automatically in the POS Device before the data is transmitted. For example, PINS are encrypted when transmitted for Authorization. Equipment: All equipment identified on Schedule A (Schedule of Fees) to the Agreement, including: (i) for SmartLink Services, SmartLink payment gateway devices; or(ii) for Voyager Card Acceptance or Wright Express Card Acceptance,Fleet terminals. Factoring(Laundering): Processing Transactions for another person or business through a Company's account. Fanfare Basic Registration: A Customer's completion of registration in Company's Fanfare Loyalty Program at the Company's Fanfare Loyalty Website in which the Customer does not elect to permit Servicer to communicate with the Customer about products and services outside of Company's Fanfare Loyalty Program. Fanfare Enrolled Customer: A Customer of Company that has enrolled to participate in Company's Fanfare Loyalty Program. Fanfare Full Registration:A Customer's completion of registration in Company's Fanfare Loyalty Program at the Company's Fanfare Loyalty Website in which the Customer elects to permit Servicer to communicate with the Customer about products and services outside of Company's Fanfare Loyalty Program. Fanfare Gift Card: A special card, code or device purchased by or provided to a Customer (including any promotional card, code or device) that is redeemable for merchandise, services or other Transactions with Company. Fanfare Gift Card Program: A program established and managed by Company using the Fanfare Platform in accordance with the Agreement and the Operating Guide. Fanfare Gift Card Services: Fanfare Gift Card Program setup and Services provided by Servicer to Company as described in the Agreement and the Operating Guide. 135 Elavon Operating Guide OG201702 Fanfare Loyalty Card: A plastic card obtained from Servicer and branded with the Company's logo displayed within one of Servicers pre-defined styles, which card is encoded with a magnetic stripe for use with Company's Fanfare Loyalty Program. Fanfare Loyalty Program:A program established and managed by Company,using the Fanfare Platform,through which Company may endeavor to promote Customer loyalty and increased spending by offering promotions, rewards and incentives to Fanfare Enrolled Customers. Fanfare Loyalty Program Account: The Fanfare Loyalty Program account established within the Fanfare Platform for each Fanfare Enrolled Customer, which account may be managed by the Fanfare Enrolled Customer through the Fanfare Loyalty Website when such Fanfare Enrolled Customer becomes a Fanfare Registered Customer. Fanfare Loyalty Services: A loyalty program platform that supports Company establishment of a Fanfare Loyalty Program, Customer enrollment in the Fanfare Loyalty Program, establishment and maintenance of the Fanfare Loyalty Website, the ability to generate marketing campaigns and offer promotions to Customers, and Services related to redemption of Customer rewards, in each case as more fully described in the Agreement and the Operating Guide. Fanfare Loyalty Website: A Customer-facing website hosted by Servicer and co-branded by Servicer (Fanfare) and Company through which (i) Customers that have not enrolled in Company's Fanfare Loyalty Program may enroll online as part of the registration process, (ii) Fanfare Enrolled Customers may access Company's Fanfare Loyalty Program disclosures, (iii) Fanfare Enrolled Customers may un-enroll in the Fanfare Loyalty Program, or (iv) Registered Customers may manage their Fanfare Loyalty Program Accounts, in each case as more fully described in the Agreement and the Operating Guide. Fanfare Platform: The systems hosted directly or indirectly by Servicer through which(i)Company establishes its Fanfare Loyalty Program and/or Fanfare Gift Card Program, and (ii) the Fanfare Services are provided to Company. Fanfare Registered Customer: A Fanfare Enrolled Customer that has also completed Fanfare Basic Registration or Fanfare Full Registration at Company's Fanfare Loyalty Website. Fanfare Services: The Fanfare Loyalty Services and/or Fanfare Gift Card Services provided by Servicer and used by Company in accordance with the Agreement and the Operating Guide. Fanfare Web Portal: A web-based portal provided by Servicer through which Company may obtain information and guides pertaining to the Fanfare Services and Fanfare Platform, and may access Company-specific program metrics via dashboards, view information about a Customer's purchase Transactions at Company,create additional Customer offers and retrieve reports regarding Company's Fanfare Gift Card Program and/or Fanfare Loyalty Program,in each case as applicable to the Fanfare Services elected by Company hereunder. Gateway Data: all Cardholder Data and Transaction Information provided to Servicer by or on behalf of Company in order for Servicer to provide the Gateway Services. Healthcare Payer: Any third party administrator, payer of healthcare benefits and healthcare-related payments, health plan or self-insured entity that remits a payment to Company in connection with the Transend Pay Services. HIPAA: The Health Insurance Portability and Accountability Act of 1996. Hologram: A three-dimensional image included on a Card to discourage counterfeiting. Host: The central server we use to store Company information and to route information between the Company and the Issuers. Hosted System: the Servicer proprietary switch technology, operating systems and software platform operated by Servicer for the Gateway Services. Implementation Date: the date that Servicer has notified Company the Connectivity Equipment is available for configuration and activation with the Connectivity. Imprint: The physical impression made from a Card on the Transaction Receipt, which may be used to prove that the Card was present when the sale was made. 136 Elavon Operating Guide OG201702 Imprinter: A device used by Companies to make an Imprint on a Transaction Receipt. Integrated Point of Sale: A Company-operated Point of Sale environment that is integrated with Servicer's Biller Direct Services offering Interac: Interac Association. Interac Online: The service provided by Interac to permit Customers to pay for goods and services over the Internet and directly from the Customer's bank account. Interac Online Rules: All applicable rules and operating regulations of the Acxsys Corporation, including, but not limited to,the Interac Online Functional Specifications, the Interac Online Operating Regulations,the Interac Online Customer Service Rules,and the Interac Online By-laws, the Trade-mark License Agreement,the Canadian Code of Practice for Consumer Protection in Electronic Commerce (http://cmcweb.ca/epic/internet/incmc- cmc.nsf/en/fe00064e.htm1)and any other directive,guideline or policy passed by resolution and promulgated by the Acxsys Corporation and all applicable federal and provincial laws, and all rules, operating regulations, and guidelines for Interac Online Transactions issued by Servicer from time to time, including, without limitation, all amendments,changes,and revisions made thereto from time to time. Interchange: The clearing and settlement system for Visa and MasterCard Credit Cards and Debit Cards and, where applicable, Discover Network Credit Cards and Debit Cards, where data is exchanged between the Servicer and the Issuer. Interchange Fees: The amount paid by the Servicer to the Issuer on each Transaction. Interchange Fees vary according to the type of Company and the method of processing. International Credit Card:A Credit Card issued for acceptance on or accessible through an International Network. International Debit Card: A debit card or device bearing the symbol(s) of one or more International Networks, which may be used to purchase goods and services from Company or to pay an amount due to Company by an electronic debit to the Cardholder's designated deposit account. International Debit Card Transaction: A PIN-based Transaction conducted over the intemet using an International Debit Card and processed over an International Network. International Internet PIN-Based Card Transaction: An International PIN-Based Credit Card Transaction or an International Debit Card Transaction. International PIN-Based Credit Card Transaction: A PIN-based Transaction conducted over the intemet using an International Credit Card and processed over an International Network. International Network: An organization or association based outside the United States and that operates or sponsors a payments network,with respect to which Servicer is authorized,directly or indirectly,to process,capture, and/or settle Transactions effected with Payment Devices issued or approved for use on the payments network operated or sponsored by such organization or association. International Network Requirements: All applicable rules and operating regulations of the International Networks, including, without limitation, all amendments, changes, and revisions made thereto from time to time. References to "Payment Network Regulations" in the Operating Guide will be understood to include International Network Requirements. Internet Payment Screen. The screen displayed to a Cardholder during an Internet PIN-less Bill Payment Transaction payment process which allows the Cardholder to select the payment method and to confirm understanding and agreement with payment terms, shipping and return policy. Internet PIN-Based Card Transaction: A Domestic Internet PIN-Based Debit Card Transaction or an International Internet PIN-Based Card Transaction. Internet PIN-Based Card Transaction Documentation: The rules, regulations, and guidelines for Internet PIN- Based Card Transactions issued by Servicer from time to time,as amended,revised,or supplemented. Internet PIN Pad: A secure program that displays and allows entry on a virtual numeric keyboard that conforms with the applicable Card Rules and/or International Network Requirements and the PCI Data Security Standard,and requirements established from time to time by Servicer,and through which a Cardholder may enter a PIN. 137 Elavon Operating Guide OG201702 Issuer: The financial institution or other entity that issued the Credit Card or Debit Card to a Cardholder. JCB: JCB International Co., Ltd. Laundering: See Factoring. Laws: All applicable local, state, and federal statutes, regulations, ordinances, rules, and other binding law in effect from time to time. Leased Equipment: The Equipment specified in the Agreement that is leased from Servicer pursuant to the terms of such Agreement. For the avoidance of doubt, Rental Equipment does not constitute Leased Equipment. Level III Data: Detailed Transaction data including line-item detail about the purchase. Loyalty Card: A device used to hold a currency or points value in a stored value program. Magnetic Stripe: A stripe of magnetic material affixed to the back of a Card that contains Cardholder account information. Magnetic Swipe Authorization: An electronic Authorization request generated when a Company swipes the Cardholder's Card through the POS Device. The POS Device reads the Cardholder information from the Magnetic Stripe on the Card and then dials out to the Authorization Center to obtain an Authorization Code. Mail Order/Telephone Order (MO/TO) Transaction: For MO, a Transaction that occurs when the Cardholder uses the mail to make a payment to a Company and for TO, a Transaction that occurs when the Cardholder uses a telephone to make a payment to a Company. Maintenance Services: the routine support and maintenance services provided by Servicer (or its designated subcontractor)for the Connectivity Equipment. Manual Entry Authorization: An Authorization request generated when the Company key-enters the Cardholder's Card number, expiration date, and sales amount into the POS Device (e.g., when the POS Device is unable to read the Cardholder information from the Magnetic Stripe on the Card).The POS Device then dials out to the appropriate Authorization Center to obtain an Authorization Code. Master Account: The account (e.g. funds pool) used to hold the value of Electronic Gift Cards that have been issued among a group or chain of Companies; alternatively, this may refer to the back-up account used to offset electronic payment,ACH or Canadian Payments Association rejects, if applicable. MasterCard: MasterCard International Incorporated. Member: A financial institution designated by us that is a principal, sponsoring affiliate or other member of Visa, MasterCard or other member of the applicable Payment Network. The Member may be changed by Servicer at any time and the Company will be provided notice of same. Merchant Category Cade (MCC): The four-digit code and corresponding definition assigned to each Company that describes the type of business in which the Company is engaged. MerchantConnect: A Web-based Transaction reporting and reconciliation system used to manage Transaction Data from multiple locations or multiple merchant accounts via any standard Web browser(e.g., Internet Explorer). Merchant Identification Number (MID): A unique identification number assigned to a Company to identify its business. MO/TO: Mail Order/Telephone Order. Model Documents: A sample set of customer terms and conditions and a privacy policy provided by Servicer to Company for Company's use in developing its own Customer-facing terms and conditions and privacy policy governing Customer participation in the Fanfare Loyalty Program. Multi-Currency Pricing (MCP): A Transaction in which Company displays the price of goods or services in a currency other than, or in addition to, Company's local currency. No Dynamic Currency Conversion (DCC) is conducted. NACHA: The national association that establishes standards, rules, and procedures governing the ACH Network, including the ACH Rules. 138 Elavon Operating Guide OG201702 Negative Deposit: When the dollar amount of Credit Transaction Receipts exceeds the dollar amount of Transaction Receipts Submitted for processing. No Signature Required Program: A specific program offering by a Credit Card Association that includes required criteria that must be met by tile Company in order to Submit No Signature Required Transactions and obtain some protection from Chargebacks. No Signature Required Transaction: A Card Transaction that does not require Company to obtain a Cardholder signature oil a Transaction Receipt because the Company and the Transaction satisfy the requirements of a No Signature Required Program. Operating Guide: Servicer's Operating Guide (formerly the "Merchant Operating Guide" or "MOG"), located at wwmF.i-nei-chantconnect.corii (or such other website that Servicer may specify), that prescribes rules and procedures Transactions and Company's use of the Services. Servicer may amend the Operating Guide from tirne to time,which amendments will be effective upon notice to Company. Origination Point: either(i)the Company central origination location that transmits data between the Company and the Hosted System or(ii) if tile Company is integrated with the Gateway Services directly, the point-of-sale (POS), property ilia nagernent system (PMS), ten-ninal central location, equipment or system frorn which tile Company transmits data to or receives data from the I losted System. Payment Card: A Credit Card, Debit Card or Prepaid Card, as the context requires. Payment Card Industry (PCI) Data Security Standard: The data security regulations, including maintaining Cardholder account data in a Secure environment, and other data security best practices endorsed by the major card associations including Visa and MasterCard, as such may be amended from time to time. Visa requires that Companies and their agents comply with CISP and MasterCard requires that Companies and their agents comply with SDP. Payment Device: Any device or method used for the purpose of obtaining credit or debiting a designated account including a Credit Card, Debit Card, and any other financial transaction device or method, including an Electronic Gift Card, check (whether converted into electronic form Or used as a source document for an electronic fund transfer), E.13T Card, stored value card, '-smart"card, or other device created to be used for the purpose of obtaining credit or debiting a designated account. Payment Network: Any Credit Card Association, EFF Network, ECS, Association or automated clearing house association, governmental agency or authority, and any other entity or association that issues or sponsors a Payment Z� Device or PayPal Payment Device or operates a network on which a Payment Device is processed. Payment Network Regulations: The rules, operating regulations, guidelines, specifications and related or similar requirements of any Payment Network. Payment Services Entity: any third party (which may include Servicer if Company has engaged Servicer to provide Payment Device or Transaction processing services)that Company has designated as a Destination Point for receipt of"Transactions and to which Servicer is certified to Submit Transactions, including but not limited to, Transaction Processors, Payment Networks, third party service providers, program managers and other third parties associated with Payment Device acceptance or other programs of Company. PayPal: PayPal, Inc. PayPal Card: A valid payment card bearing the PayPal logo that is linked to a Customers account with PayPal. Company may accept PayPal Cards in the same manner as any Credit Card, PayPal Marks: The brands,emblems, trademarks,and/or logos that identify acceptance of PayPal Payment Devices,The PayPal Marks are described in Appendix A of the PayPal Operating Regulations. I Z� PayPal Mobile Transaction: A term used to encompass the various means by which a Customer with a PayPal account may initiate a Transaction with a Company utilizing all application on the Customer's mobile device that is linked to tile Customer's account with PayPal. PayPal Mobile Transactions are described in further detail in the PayPal Program Documents, PayPal Payment Devices: PayPal Cards and PayPal Mobile Transactions. Payll'al Program: The program through which Companies may accept PayPal Payment Devices. --1 139 Ela'Wn Operating Guide OG201702 PayPal Program Documents: The PayPal Operating Regulations,the PayPal Dispute Rules Manual,and the PayPal Technical Specifications, including all appendices,exhibits,and attachments. Person: Any individual, firm, corporation, business trust, partnership, governmental agency or authority, or other entity and will include any successor(by merger or otherwise)of such entity. Personal Identification Number (PIN): A number that must be entered by a Cardholder in order to complete certain types of Transactions(e.g.,online debit,EBT). Petroleum Services: Services provided by Servicer to Companies engaging in Transactions related to petroleum products or services, including SmartLink Services, Voyager Card Acceptance, and Wright Express Card Acceptance. PIN: See Personal Identification Number. PIN Pad: A secure device with an alphanumeric keyboard which conforms with the Debit Card Rules and applicable standards administered by the Payment Card Industry Security Standards Council, and requirements established from time to time by Servicer,and through which a Cardholder may enter a PIN. POS Device: A terminal, software or other point-of-sale device at a Company location that conforms to the requirements established from time to time by Servicer and the applicable Payment Network. Pre-authorized Order: A written or electronic authorization by a Cardholder allowing a Company to charge his or her Card at a future date. Prepaid Card: A card having available funds paid for in advance by the Cardholder. Primary Company: The Merchant Identification Number (MID)/location originally enrolled for Electronic Gift Cards and set up to be billed for the card orders placed or designated as the corporate or headquarter location. Priority Check-Out and Express Return Service: A Visa service provided by lodging Companies, hotels,cruise lines, or car rental companies that allows a Cardholder to authorize the use of their Card for payment of the total obligation to the Company, with or without prior knowledge of the total amount, by signing a completed agreement. Program: The processing services and other related products and services received by Company pursuant to the Agreement. Proper Authorization: Receipt of an authorization approval code by use of a POS Device or the telephone authorization center provided for authorization referrals. Quasi-Cash Transactions: Transactions representing a Company's sale of items that are directly convertible to cash. Recurring Payments: A Transaction charged to the Cardholder (with prior written or electronic permission to a Company) on a periodic basis for recurring goods and services (e.g., monthly membership fees, utility bills, subscriptions). Referral Code: An Authorization Code indicating that the Issuer is requesting that the Company call the Voice Authorization Center, which will either provide an Approval Code or ask the Company to request additional information from the Cardholder(e.g.,mother's maiden name). Remittance Data: Remittance information that is (i) supplied by a Healthcare Payer to Company, and (ii) connected to each of the payments made to Company by a Healthcare Payer via the Transend Pay Services. Rental Equipment: The Equipment specified on Schedule A (Schedule of Fees)to the Agreement or an Additional Equipment Form that is rented by Company from Servicer on a month-to-month basis. For the avoidance of doubt, Leased Equipment does not constitute Rental Equipment. Reserve Amount: The amount established pursuant to the calculation set forth in the Agreement. Retrieval Request: A request initiated by a Cardholder or Issuer that requires the Company to produce a legible copy of the Cardholder's signed Transaction Receipt within a specified period of time. 140 Elavon Operating Guide OG201702 Secure Handoff. A data string in a Biller Direct Services-specified format that is passed securely to the Biller Z� Direct Services platform after Company's authentication of a Customer on Company's website. The data passed to the Biller Direct Services platform includes information used to identify the payer, amount due, and other data relevant to the effective processing of the Transaction. Service Provider: any entity that stores, processes, transmits or accesses Cardholder Data or Transaction Information on behalf of Company or that provides software to Company for transaction processing, storage, or transmission, except to the extent Such services are performed by the entity in its capacity as a third-party contractor of Servicer performing Servicer's obligations under the Agreement. Servicer: 'Irlhe entity that processes Transactions on behalf of the Company. Servicer Debit System: Servicer's electronic Debit Card Transaction processing system for provision of Debit Card authorization, data capture,and settlement services. Settlement. The process of submitting Transactions to the Servicer for processing. Site Data Protection Program (SDP): MasterCard's data security regulations to protect Cardholder account data and other data security best practices. The exact requirements for SDP can be Found at hit s://,.-,dll.jiLiastei-cai-diiiti.corii. SmartLink Services: Internet based operations for electronic payment processing utilizing Equipment or Sollware, and including Software support and Equipment maintenance services. Software: The software identified on Schedule A (Schedule Of F'CeS) to the Ag'Treement, including for SmartLink Services, SmartLink Access Module or other progranis, supplied by Servicer and used for Internet-based electronic payment processing. Split Sale: A prohibited process by which Companies List.' multiple Transaction Receipts to avoid Authorization for a single Transaction. Supported Hardware: The equipment, systems and hardware, including POS Devices, necessary for Company to make use of the Company's selected Fanfare Services. T&E Company: A Company whose primary function is to provide travel and entertainment related services. Transaction: Any action between Company and a Cardholder using a Payment Device that results in activity on the Cardholder's account(e.g., payment, purchase,refund, or return). tl Transaction Data: All data regarding the Transaction, including, without limitation, the Cardholder account number, dollar amount of the'transaction, and the information stored in the C�ard's Magnetic Stripe. Transaction Date: The date that aTransaction occurs. Transaction Processor: service bureaus and other Persons that provide transaction processing services, inClUding authorization and settlement services, to Company. The authorization services may support processing of credit, debit, check or other types of transaction services as, may be available through the Gateway Services. In order to provide Gateway Services with respect to a Transaction processor designated by Company for a Company Location, Servicer must be certified with the selected'Transaction Processor for tile applicable Gateway Services. Transaction Receipt: The paper or electronic record evidencing the purchase of goods or services frorn, or payment to,a Company by a Cardholder using a Payment Device. Transend Pay Services: Certain Services provided by Serviccr to Companies in connection with Companies' receipt of healthcare-related and benefit payments from a Healthcare Payer, as more fully described in the Agreement. Transend Pay Services, Website: A Company-facing website hosted by Servicer's vendor through which Company can access Remittance Data. UnionPay: China UnionPay Co., Ltd. Visa: Visa U.S.A., Inc. 141 Ela'von Operating Guide OG201702 Voice Authorization: An Authorization process whereby a Company calls the Voice Authorization Center and provides Cardholder and purchase information over the telephone. The Voice Authorization Center then provides an Authorization Code to the Company. Voice Authorization Center:The center that conducts Voice Authorization for Card Transactions. Voyager Card Acceptance: The program whereby Company may accept Voyager'commercial fleet cards. Wireless POS Device: A POS Device that allows wireless processing. Wireless Services: The wireless data services used by Company to submit Transactions at Wireless POS Devices to Servicer in accordance with the requirements set forth in the Operating Guide. Wright Express Card Acceptance: The program whereby Company may accept Wright Express commercial fleet cards. Ela on 142 New Vendor "El Reactivate Vendor Vendor Set-up For � Address Change KENT WA 5 H!NGTOrl To be filled out by Vendor ONLY Vendor Number FINANCE 220 Fourth Avenue South Kent,WA 98032-5895 ® Phone: (253) 856-5235 - Fax: (253) 856-6200 An incomplete form Will create a delay in our payment(s)to you and your payment(s) I could be subject to the IRS required back-up withholding. Elavon, Inc Name, as it will appear on check (MO AEIBREVIATIOIVSJ Doing Business As (If different than name on check) SIDS-12-2253, PO Box 86 Two Concourse Parkway, Suite 800 Payment Address Business Address Minneapolis IVIN 55486-2253 Atlanta GA 30328 City State Zip City State Zip (678)731-5000 Iydia,white@elavon.com Phone Number Accounts Receivable Contact lz • (check the appropriate box) El XCorporation E3 Government Agency D Individual/Sole Proprietor 0 Non-Profit 0 Partnership roMM.N.M. - I This business is 0 Minority Owned El Women Owned El Both Minority and Women Owned 0 Neither Will you provide medical services to the City of Kent? ........____..................... ............._...Yes No Will you provide legal services to the City of Kent? ............. ......._.................... ..........._..... .....Yes No Will you provide services other than medical or legal to the City of Kent?............ ....... .........Yes No Will you provide parts, supplies or materials to the City of Kent?... ............... ....__ ..... ...........Yes No Do you pay sales tax to the State of Washington? .....-...... .................... ......_............................Yes No if exempt from Form 1099 reporting, and check your qualifying exemption reason below: 0 1. X Corporation, except there is no exemption for medical and healthcare payments or payments for legal services 11 2. Tax Exempt Charity under 5,01(a), or IRA E3 3. The United States or any of its agencies or instrumentalities 0 4. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions El 5. A foreign government or any of its political subdivisions Name (Owner of the Tax Payer Identification Number(El N or SSN) as name appears on IRS or Social Security Administration Records): Elavon, Inc. Social Security#: or Federal TIN: 58-1916822 Under penalties of perjury, I certify that: I The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me) and, 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or(b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. MSignature Date P 6/12/17 fics2727 indd-2104 Farm UV11111119 Request for Taxpayer Give Form to the (Rev December2014) Identification Number and Certification requester.Do not p „ 1 o1y� iry send to the IRS. Irrtemal Revenue Selvica 1 Name(as shown on your income tax return) Name is required on this line,do not leave this line blank ELAVON, INC. ni 2 Business name/disregarded entity name,0 different from soove m rn a � 3 Check appropriate box for federal tax classification,check only one of the following seven poxes 4 Exemptions(codes apply only to o ❑Individual/solo proprietor or © C Corporation ❑ S Corporation ❑ Partnership ❑TrusUostato i�sfilct,onna on tes,pogt 3?viduals,see csingle-member LLC Exempt payee code(If any) ❑Limited Ilablifty company Enter the tax classificallon(C=C corporation,5=.4 corporation,P=partnershlp)► `p Note,For a single-member LLC that Is disregarded,do not chock LLC,check the appropriate box in the Iine etwve for Exemption from FATCA reporting the tax clasalfxation of the single-member owner code(If any) .0 S ❑other(see instructions)► CAPP ar to 4CW1.0 mvmO&WId o•uNM in•u s i v 6 Address(number,street,and apt or suite no) Requester's name and address(optionaQ o. Two Concourse Parkway,Suite 800 y 6 City,state,and ZIP code Atlanta,GA 30328 7 Ust account number(s)here(optional) IM Taxpayer Identification Number(TIN) Enter your TiN in the appropriate box The TiN provided must match the name given on line 1 to avoid Social security number backup withholding sole For individuals,this Is generally your social security number(SSN)page However,other fora � —M resident alien,sole proprietor,or disregarded entity,see the Part I instructions on page 3 Far other entities,it is your employer Identification number(EIN) If you do not have a number,see How to get a TIN on page 3. or Note.If the account is in more than one name,see the instructions for line i and the chart on page 4 for Employer identification number guidelines on whose number to enter 6 8 [T2L KOM Certification Under penalties of perjury,1 certify that, 1 The number shown on this town is my correct taxpayer Identification number(or I am waiting for a number to be issued to me);and 2 1 am not subject to backup withholding because (a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3. 1 am a U S citizen or other U.S,person(defined below),and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting Is correct Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than Interest and dividends,you are not required to sign the certificadan,but you must provide your correct TIN See the Instructions on page 3 Sign Signature ofAU& r r O ) Here US person► Date IN- General Instructions U •Form 1098(home mortgage Interest),1098-E(student loan interest),1098-T (tuition) Section references are to the Internal Revenue Code unless otherwise noted •Form 1099.0(canceled debt) Future developments information about developments affecting Form W-9(such .Form 1099-A(acquisition or abandonment of secured property) as legislation enacted after we release it)is at www its govlfw9 Use Form W-9 only If you are a U S person(Including a resident alien),to Purpose of Form provide you,00rtect'nN An lndivldual or entity(Form W-9 requester)who is required to file an Information If you do not ref em Form W-9 to the requester with a TIN,you might be sub)ect return with the IRS must obtain your correct taxpayer Identification number(TIN) to backup whhhofd)rrg See What Is backup wdhWdng9 on page 2. which may be your social security number(SSN),indhndual taxpayer Identification By signing the filled-out form,you. number(MM.adoption taxpayer ktentificatlon number(ATIN),or employer 1 Certify that the TIN you are giving is correct(or you are waiting for a number identification number(EIN),to report on an information return the amount pail to to be Issuea), you,or other amount reportable on an Information return Examples of Informatlon returns include,but are not limited to,the following 2.Certify that you are not subject to backup withholding,or •Form 1099-INT(interest earned or paid) 3 Clalm exemption from backup withholding If you are a U S exempt payee It •Form 109E-DIV(dividends,Including those from stocks or mutual funds) applicable,you are also certifying that as a U S person,your altocable share of any partnership income from a U S trade or business is not subject to the •Form 1099-MISC(various types of income,prizes,awards,or gross proceeds) withholding tax on foreign partners`share of effectively connected Income,and •Form 1099-B(stock or mutual fund sales and certain other transactions by 4 Car*that FATCA code(s)entered on tNs form(if arty)indicating that you are brokers) exempt from the FATCA reporting,is correct See What is FATCA reporting9 on •Form 1099-S(proceeds from real estate transactions) page 2 for further Wormatior •Form 1099-K(merchant card and third party network transactions) Cat No 10231X Form W-9(Rev 12-2014) / / / / i / / / / / / / r / / / / r / / / f / / / / / // r / f / r / / J / / / r , / / r/ 0 / r / r / / / / / / / / r / / r / / / / r / / / r / / / / / / / // / / / / I / t / r / / / / / I / / / / / / / / / / / / / / / / / / / / / r r / / / / / r / / / l / / / / / J r / / / / / / / / / / / / / / / / / r / / / / / / / / / / / / / / / e // / /