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HomeMy WebLinkAboutCAG2021-319 - Amendment - #1 - Vermont Systems, Inc. - RecTrac Recreation Management System - 01/24/2022PMO MC Lynnette Smith IT 01/14/2022 01/21/2022 07/06/2021 T20219 N/A VSI Contract 2330130 Amendment Payment Service Addendum Addendum to CAG2021-319 - RecTrac Recreation Management Systems: Two exhibits (referred to as “schedules”) attached: Schedule A – the payment service rates and fees; and Schedule B – The Sub-Merchant Application and Agreement, including its attached copy of VSI’s Payment Service Terms and Conditions. Direct Negotiation OK to sign, 1/18/2022, TW. 1/14/22 01/18/22 01/24/22 CAG2021-319 Payment Services Addendum 1 Template: CNT-VS-QM-SA Payment Service Addendum 09NOV2020-V01 ©RecTrac, LLC All rights reserved. File Name: VS Payment Service Addendum Last Revision: 12/21/2021 PAYMENT SERVICES ADDENDUM City of Kent (WA) the Parties by adding to the Agreement the terms and conditions listed below. 1 TERM. The term of this Addendum will commence on the date executed by the Customer and will run coterminus with the Agreement. 2 PAYMENT SERVICES. Customer is adding VS Payment Services to the suite of products and services it is receiving from VS (as reflected in the Order Schedule) at the rates described in the attached and incorporated Schedule A -Merchant Application and Agreement and the amended VS Payment Terms and Conditions entitled - Payment Terms & Conditions , attached and incorporated as Schedule B. 3 SOFTWARE UPDATES. To maintain the highest level of security for payment processing, the Customer agrees to operate on the most recent release of the software within 30 days of its general release. Extended delays to update the software may impact the ability to safely process transactions and VS reserves the right to disable processing until the software is updated. 4 MISCELLANEOUS. Except as expressly revised in this Addendum, the Agreement will remain in full force and effect. If there is any conflict of inconsistencies between this Addendum and the Agreement, this Addendum will control. ed by its fulfillment of the Agreement which this Addendum revises. AGREED TO AND ACCEPTED BY: City of Kent (WA) _________________________________ _____________________ Print Name: Date Title: Schedule A – Payment Service Rates + Fees VERMONT SYSTEMS SCHEDULE A - PAYMENT SERVICE RATES & FEES* Customer / Sub -Merchant: , City of Kent (W Payment Facilitator: RecTrac, LLC d/b/a Vermont Systems Funds received by 7:OOpm ET will be deposited in Customer's designated Payment Processor: World Pay, LLC account within three (3) business days Sponsor Bank: Fifth Third Bank *Customer acknowledges and accepts that VS will collect its fees and charges for Payment Service directly from the EFT/ACH draft associated with the business location. ** VS is not responsible for funding delays due to weekends, federal holidays or Force Majeure events or incidents. *** Daily settlement cut-off times are 7.30pm ET for E-commerce and 9:00pm ET for Card Present MIDS. FLAT RATE ;� ;•ING FEES Per electronic authorization Per electronic authorization reversal (void) Per sale transaction $ M 0.25 $ 0.25 $ 0.25 Mastercard Visa Discover Per refund transaction $ 0.25 Per credit card decline $ 0.25 Credit card account updater fee If & when available and option selected/elected $ 1.00 Per chargeback request or return processed $ 25.00 Mastercard -Visa -Discover acquired gross purchase sale % 2.65 % American Express Per AMEX sale transaction (AMEX Direct) $ 0.25 Per AMEX refund transaction (AMEX Direct) $ 0.25 Credit card account updater fee If & when available and option selected/elected $ 1.00 Per chargeback request or return processed $ 25.00 Per AMEX acquired settled transaction (Opt Blue)* $ 0.25 Template: CNT-VS-QM-SA Payment Services Rates and Fees 09NOV020-V01 File Name: VS Payment Services Rates and Fees 1 ©RecTrac, LLC All rights reserved. Last Revision: 9/28/2021 �/� VERMONT SYSTEMS AMEX acquired gross purchase sale % (Opt Blue) M 2.65 ACH PROCESSING FEES * VS shall be permitted to switch its primary merchant account to Opt Blue without Sub -Merchant approval or pre -authorization. (ifand when available & option selected/elected) ACH fee per sale transaction $ 1.00 ACH fee per refund transaction $ 1.00 ACH / e-Check ACH return fee per item $ 1.50 Processing ACH account updater fee $ 0.50 ACH notification of change $ 1.50 INSTANCE -BASED FEES ACH auto redeposit Per fiscal day overdraft fee $ $ 0.50 110.00 Funding Fees Per wired funds transfer $ 15.00 OTHER FEES Per ACH credit / debit per funds transfer PCI Non-compliance Fee (Monthly rate) per MID, to be assessed if the Customer is found to be PCI non -compliant, not to exceed $75.00 total. $ $ 0.10 25.00 NOTES Customer INITIALS: DR Template: CNT-VS-QM-SA Payment Services Rates and Fees 09NOV020-V01 ©RecTrac, LLC All rights reserved. File Name: VS Payment Services Rates and Fees Last Revision: 9/28/2021 Schedule B – Sub-Merchant Application and Agreement DocuSign Envelope ID: FAFC29FB-C626-4189-881D-4BEOB3AB7289 44�:) VERMONT SYSTEMS SUB -MERCHANT APPLICATION AND AGREEMENT (SMAA) SECTION•' • Business / Sub -Merchant (provide legal entity name) Doing Business As (if applicable) City of Kent Date of Formation Approx. Years in Business Business Address 1890 130 220 4th Ave. S Kent, WA 98032 Tax ID (FEIN) Website (URL) Business Phone 91-6001254 kentwa.gov 253-856-5200 Primary Contact Name (for general communications) Primary Contact Phone Primary Contact Email Julie Romano 253-856-5001 jromano@kentwa.gov Business Type (Select One) PUBLIC X INDIVIDUAL CORPORATION PARTNERSHIP ❑ Sole Proprietorship ❑ S-Corp. ❑ General Partnership ❑ Individual ❑ C-Corp. ❑ Limited Partnership ❑ LLC OTHER ❑Non -Profit (501C) X❑Government ❑Other: PRIVATE ❑ Has this business processed credit cards before? Has this business ever been terminated from accepting credit cards from any network? Will this business be running a presale prior to opening? What payment methods will the business accept? ❑X Yes ❑ No ❑ Yes X❑ No ❑ Yes ❑ No ❑X NA ❑X Debit X❑ Credit ❑X ACH Briefly describe the nature of the services provided by this business? What types of payment would this business like to accept? Recreation Services for the City of Kent, Washington SECTION 2: TRANSACTION INFORMATION Annual Card Volume ($) Avg Ticket (Card) ($) Max Ticket (Card) ($) ❑X In -Person ❑X Online X❑ Telephone ❑X Mail -In Z Recurring Billing Annual ACH Volume ($) Avg Ticket (ACH) ($) Max. Ticket (ACH) ($) $1,105,000 $107.17 $21,646 $0 $0 $0 Total Annual Sales —All Transactions ($) $1,632,000 SECTION• Location/Business Name •INFORMATION (us, additional pages Business Address if necessary) 5--sec Business Phone I address 1 Kent Commons 525 4th Ave. N Kent, WA 98030 ❑ 253-856-5000 2 Kent Senior Center 600 E Smith St. Kent, WA 98030 ❑ 253-856-5150 3 ❑ 4 ❑ 5 ❑ 6 SECTION • ' Merchant ID Account Name (will appear on statement) • Associated Location or Address ❑ Annual Card Revenue 1 Kent Commons Location #: 525 4th Ave. N Kent, WA 98030 $845,000 2 Kent Senior Center Location #: 600 E Smith St. Kent, WA 98030 $260,000 3 WebTrac Location #: 545 4th Ave. N Kent, WA 98030 $0 4 Location #: 5 Location #: 6 Location #: Template: CNT-VS-QM-SA Sub Merchant Application and Agreement 09NOV2020-V01 ©RecTrac, LLC All rights reserved. File Name: SMAA Last Revision: 4/29/2021 DocuSign Envelope ID: FAFC29FB-C626-4189-881 D-4BEOB3AB7289 SECTIONOWNER INFORMATION Why Do We Need This Information? We require certain information about your ownership for compliance with federal Know -Your -Customer (or "KYC") regulations promulgated by the Financial Crimes Enforcement Network Bureau of the U.S. Department of Treasury. KYC regulations seek to prevent financial crimes and the funding of terrorism, among other things. The information sought below is required by KYC regulations. Information about Beneficial Owners must be provided for any person or entity with a 25% or more ownership interest in the Sub -Merchant unless the Sub -Merchant is a Government Entity. Beneficial Owners maybe natural persons (with Social Security Numbers) or they maybe another legal entity (with a federal tax ID number). In addition to Beneficial Owner information, at least one W "Control Owner" must be provided. A Control Owner is not required to have an ownership interest in the Sub -Merchant (although they often do), and the Control Owner must be a natural person with significant responsibility to control, manage or direct the activities of the Sub -Merchant's business. Control Owners often have the title of CEO, CFO, COO, Managing Member, General Partner, President or Treasurer. RONTROLOWNER(m.st be a natural person; SSN and Driver's License information not required for government entity; denotes required fields for all applicants) Full Legal Name * Social Security Number Date of Birth Dana Ralph N/A 50yo Address (Home or Business) * Title 220 4th Ave. S Kent, WA 98032 Mayor Driver's License State Driver's License Number Phone (Home or Business) * Email N/A N/A 253-856-5200 mayor@kentwa.gov BENEFICIAL OWNER 1 Full Legal Name (Owner 1) SSN or FEIN Date of Birth / Date of Incorporation N/A N/A N/A Address (Home or Business) Email N/A N/A Driver's License State Driver's License Number Phone Ownership Interest N/A N/A N/A N/A BENEFICIAL OWNER 2 Full Legal Name (Owner 2) SSN or FEIN Date of Birth / Date of Incorporation N/A N/A N/A Address (Home or Business) Email N/A N/A Driver's License State Driver's License Number Phone Ownership Interest N/A N/A N/A N/A SECTION•' • Bank Name Account Name Routing Number Account Number US Bank City of Kent 1125000105 1153500745333 ACKNOWLEDGEMENT: By signing below, Sub -Merchant expressly acknowledges that: (1) the individual signing this Sub -Merchant Agreement has the proper legal authority to bind the Sub -Merchant; (2) the Sub -Merchant's Application for payment services may be rejected in underwriting but, once accepted, will constitute a legally binding Sub -Merchant Agreement with the Payment Facilitator identified below; (3) all information provided herein is true and accurate to the best of Sub -Merchant's knowledge; (4) the Payment Service Terms and Conditions, and any other documents referenced as being part of the agreement, shall become part of this Sub -Merchant Agreement; (5) the Payment Facilitators provision of payment services under the Sub -Merchant Agreement shall be expressly conditioned on Sub -Merchant's payment of all fees and other charges, and its compliance with VS's Terms of Service and Privacy Policy, as may be revised from time to time; and (6) the authority granted herein shall be in the nature of a Power of Attorney, which shall be deemed created, is irrevocable and coupled with an interest. AUTHORIZATION: Sub -Merchant expressly authorizes the Payment Facilitator identified below to take the following actions: (1) to establish a primary merchant account with a payment processor of the Payment Facilitator's choosing; (2) to access Customer Data, including but not limited to Cardholder Data, for the purposes of providing the payment services contemplated by the Agreement; (3) to execute documents on Sub -Merchant's behalf, or to take any other action which the Payment Facilitator deems reasonably necessary to provide its payment services to Sub -Merchant as described herein; (4) to access Sub -Merchant's designated account(s) for purposes of received and accepting payments on settled transactions, together with any adjustments made on Sub - Merchant's behalf; (5) to collect any Fees or other charges owed to Payment Facilitator, or any of Payment Facilitator's affiliates or subsidiaries, directly from the Sub -Merchant's EFT/ACH draft; (6) to set up a reserve account where Payment Facilitator considers it reasonably necessary to protect its legitimate business interests; (7) to withhold the remittance of any funds in accordance with lawful orders, garnishments and/or tax levies; (8) to recoup, retrieve or collect from any source of available funds, including but not limited to the Sub -Merchant's EFT/ACH draft, any Payment Facilitator expenditures related to Sub -Merchant's eCheck returns, chargebacks, negative accruals or overdrawn accounts; and (9) to transfer billed amounts to an account held by Payment Facilitator to facilitate the settling of transactions run at the Sub -Merchant's place or places of business. SUBMITTED AND AGREED TO BY: Sub -Merchant ACCEPTED BY: Payment Facilitator DocuSigned by: 01/24/2022 X Sw" Name s Date �a�Bg Name Date Dana Ralph, Mayor Scott strong 1111122 Template: CNT-VS-QM-SA Sub Merchant Application and Agreement 09NOV2020-V01 @RecTrac, LLC All rights reserved. File Name: SMAA Last Revision: 4/29/2021 Payment Service Terms and Conditions 1 Template: CNT-VS-QM-SA Payment Service Terms and Conditions 09NOV2020-V01 ©RecTrac, LLC All rights reserved. File Name: WAKent - Payment Service Terms and Conditions (SM.Rev.12.21.21).docx Last Revision: 1/14/2022 PAYMENT SERVICE TERMS AND CONDITIONS 1. INTRODUCTION. These Payment Service Terms and Conditions govern the terms and conditions under which we RecTrac LLC, DBA Vermont Systems, have agreed to provide you, as the Sub- Merchant (“you, “your,” or “Sub-Merchant”), with certain payment-related services as further defined below. These Payment Service Terms and Conditions are part of the Sub-Merchant Application and Agreement (collectively, the “Sub- Merchant Agreement”) that will be binding on you and the Payment Facilitator described therein. As a condition precedent to VS’s obligations to perform under this Agreement, you shall be required to successfully pass underwriting with our payment processor, Worldpay, LLC. If you do not successfully pass underwriting with our payment processor, then we shall have no obligation to perform under the Agreement and shall be released of any and all obligations or liabilities related to or arising under the Agreement. Terms not specifically defined in the Sub-Merchant Agreement will have the same meanings as set forth in Section 1 of the Terms of Service. Except as otherwise described in this section, no modification of this Payment Service Agreement, including, but not limited to, subsequent terms included within your Purchase Orders, will be binding unless in writing and manually signed by an authorized representative of the parties. 2.PAYMENT SERVICES; FEES. The Payment Services we have agreed to provide to you, together with the fees you have agreed to pay for such services, shall be as described in the Services Agreement or Order Schedule. 3. SCOPE; EXCLUSIVITY. In exchange for payment of all Fees and other charges associated with Payment Services, you will receive the right to accept payments from your customers, clients and/or members (“End Users”) via bankcards (“Cards”) validly issued by Visa, Mastercard, Discover and American Express (“Card Brands”), and also, if approved, via automated clearing house transactions (“ACH”). Payment Services will only be provided on transactions properly run through the VS platform in accordance with the Agreement. Payment Services must only be used for business-related purposes, and shall not be used for personal, family or household use. You grant us exclusive rights to provide you with the Payment Services identified in the Services Agreement for the duration of the Term. 4. TERM; EARLY TERMINATION FEE. The term of the Sub-Merchant Agreement will run concurrently with the term described in your Services Agreement. 5. ELECTRONIC FUNDS TRANSFER AGREEMENT. You authorize us to initiate, process, transmit, and settle ACH debits or credits to the account or accounts which you have specified (collectively, “Designated Account(s)”). Your authorization will remain in effect, even after termination of the Sub- Merchant Agreement, until we, in our sole discretion, decide that all of your financial obligations have been fully satisfied. You irrevocably authorize us to debit the Designated Account(s) for the amount of any chargebacks, ACH returns, fines, losses and costs that we may incur because of your use of the Payment Services. You may change the Designated Account(s) no more than once every 180 days. Please notify us immediately of any changes. 6. REQUIRED INFORMATION. In order to use the Payment Services, you are required to provide us with certain information relating to your identity, End Users, transactions, and financial statements. You must provide us with accurate and complete information and keep the information up-to-date. We rely on this information for underwriting and to meet our obligations under applicable laws and 2 Template: CNT-VS-QM-SA Payment Service Terms and Conditions 09NOV2020-V01 ©RecTrac, LLC All rights reserved. File Name: WAKent - Payment Service Terms and Conditions (SM.Rev.12.21.21).docx Last Revision: 1/14/2022 agreements with our payment processor and sponsor bank. If the scope or nature of your business changes, you must notify us immediately. Your failure to do so will be considered a material breach of the Sub-Merchant Agreement. 7. VERIFICATION. You expressly authorize us to make any business and/or personal credit inquiries (including, but not limited to, credit reports for your directors, officers, and principals), identity- verification inquiries, transaction-verification inquiries (including, but not limited to, inquiries with End Users), and any other inquiries considered necessary relating to our provision of Payment Services. You understand that by agreeing to these Terms and Conditions you are providing ‘written instructions’ to Vermont Systems under the Fair Credit Reporting Act authorizing Vermont Systems to obtain information from your personal credit profile or other information from Experian. You authorize Vermont Systems to obtain such information solely to perform risk assessment and identity verification. 8. TAXES. It is your responsibility to determine what, if any, taxes apply to the sale of your products and services, or the payments you receive in connection with your use of our Payment Services (collectively, “Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowledge that we will satisfy all IRS reporting requirements as required by law, including providing the IRS with an information return on your Card transactions and third-party network transactions. 9. PROCESSING LIMITS. You acknowledge that we may, in our sole discretion as we may reasonably determine, assign a maximum dollar amount per sales ticket and an aggregate maximum dollar amount of Card and ACH transactions per calendar month. If certain Card processing volume thresholds are exceeded by your use of Payment Services, you may be required to enter into an additional agreement with our payment processor and/or sponsor bank. 10. END USER BILLING AUTHORIZATION. Per the Agreement, we are not liable for the contents of your End User Agreements. However, if we are providing you with Payment Services, you will be required to include a payment authorization provision acceptable to us in your End User Agreements. Failure to include an acceptable payment authorization provision in your End User Agreements could result in Payment Services being delayed or terminated. You agree to hold us harmless for any liability arising under or in connection with your End User Agreements, including but not limited to the payment authorization provision. 11. COMPLIANCE WITH LAWS, RULES AND POLICIES. You must comply with the applicable Card Brand rules and operating regulations and the National Automated Clearing House Association rules (“NACHA”) (collectively, "Rules"). An abridged version of the Visa, MasterCard, American Express and Discover Rules may be viewed here, here, here and here. Copies of the NACHA Operating Rules and Guidelines are available for review here. We are a Payment Card Industry (“PCI”) level 1 service provider and are qualified to handle Cardholder Data (e.g., information associated with a Card, such as account number, expiration date, and CVV2) in connection with the Payment Services. We will comply with the Payment Card Industry Data Security Standards (“PCI DSS”) to the extent we possess or otherwise store, process, or transmit Cardholder Data on your behalf. If you possess or otherwise store, process, or transmit Cardholder Data, then you must also comply with PCI DSS. You agree to comply with any applicable federal, state and local laws, rules, and regulations (collectively, "Laws"). You further agree to abide by our Term of Service and Privacy Policy (collectively, “Policies”), as revised and incorporated into the parties’ 3 Template: CNT-VS-QM-SA Payment Service Terms and Conditions 09NOV2020-V01 ©RecTrac, LLC All rights reserved. File Name: WAKent - Payment Service Terms and Conditions (SM.Rev.12.21.21).docx Last Revision: 1/14/2022 original Services Agreement. You will assist us if we are required to ascertain your compliance with any Rules, Laws, PCI DSS, or Policies. We may, within our sole discretion, suspend Payment Services for a reasonable period of time as needed to investigate suspicious or unusual activity, and we shall have no liability for any losses you may attribute to any suspension of remits or funds disbursement. We may reverse Card transactions that we deem to be in violation of the Agreement, including, without limitation, the Sub-Merchant Agreement, and you agree to reimburse us for any such reversal. 12. RECONCILIATIONS; ERRORS. You are responsible for reconciling your transaction history or remit reports with your actual transactions and you agree to notify us of any errors or discrepancies (each an “Error”) arising from such reconciliation and verification. We will investigate reported Errors and attempt to promptly rectify them. In the event you are owed money as a result of an Error, we will transfer funds to your Designated Account at the next scheduled remit or pay-out cycle. While we may still work with you in our sole discretion to reconcile Errors, your failure to notify us of such Errors within 60 days of when it first appears on your transaction history or remit report will be deemed a waiver of any right to amounts that may be owed to you in connection with such Errors, including any related charges. 13. PROHIBITED PRACTICES. In addition to the Prohibited Uses of our Services, as described in the Agreement, where you receive Payment Services from us: (a) you will not present for processing or credit, directly or indirectly, any transaction not originated as a result of a Card transaction directly between you and the End User, or any transaction you know or should know to be fraudulent or not authorized by the End User; (b) you must not honor any Card that is expired or listed on a current Electronic Warning Bulletin file, regardless of whether authorization has been obtained; (c) you must not request an ACH transfer that violates the Rules or Laws; (d) you will not use the Payment Services to accept amounts representing the refinancing of an existing uncollectible obligation, debt, or dishonored check of an End User; and (e) you may not process transactions for, receive payments on behalf of, or (unless required by Law) redirect payments to, a third party. 14. SALES TRANSMITTALS. You agree to retain a copy of the sales transmittal for completed transactions for 25 months, or for such longer period as the Rules may require. Within three business days of our request, you will produce copies of sales transmittals and other transaction evidence. 15. RECURRING TRANSACTIONS. You agree to obtain the End User’s prior written consent for recurring transactions, including a description of the product and the frequency and duration of the recurring charge, and notify the End User that he or she may cancel recurring billing charges at any time. 16. ACH PROCESSING. To enable you to make and accept ACH payments, you authorize us to originate credit or debit records for the purpose of a funds transfer (“Entries”) into the ACH network. We will use reasonable efforts to originate Entries on your behalf in accordance with the Sub- Merchant Agreement. You must only submit Entries for bona fide transactions with your End Users made in the ordinary course of business in accordance with the Agreement, Rules and Laws. You shall obtain and maintain appropriate authorizations in accordance with the Rules from each End User for each ACH transaction. All disputes between you and any of your End Users relating to any ACH transaction must be resolved between you and them. If we receive any notice of an ACH dispute or NACHA inquiry, we will forward such notice directly to you. We bear no financial responsibility for any disputed transaction. If we respond to a dispute or transaction inquiry on your behalf, you consent to pay our additional fees associated with these services. 17. AMERICAN EXPRESS. The following section applies only if you accept American Express Cards. 4 Template: CNT-VS-QM-SA Payment Service Terms and Conditions 09NOV2020-V01 ©RecTrac, LLC All rights reserved. File Name: WAKent - Payment Service Terms and Conditions (SM.Rev.12.21.21).docx Last Revision: 1/14/2022 You must maintain customer service information that is readily available for review by American Express cardholders transacting with you. The customer service information should provide clear instructions on how to contact you, including an active customer service email address and telephone number. You understand and covenant that you are not a third-party beneficiary under our agreement with American Express, including all schedules and exhibits, or the American Express Rules. You acknowledge and agree that American Express is a third-party beneficiary under the Sub- Merchant Agreement between you and us. This means American Express has the right, but not the obligation, to enforce the terms of the Sub- Merchant Agreement against you. You authorize us to submit American Express Card transactions to, and receive payment from, American Express on your behalf. You authorize us to disclose Card transaction data and data about you to American Express, its affiliates, agents, subcontractors, and employees, and further authorize these entities to use such information to perform services, operate and promote the American Express network, perform analytics and create reports, and for any other lawful business purpose, including as described in the American Express Rules. 18. COST REVIEW & POTENTIAL ADJUSTMENT. We will conduct a quarterly review of the overall card processing costs. The first review will begin 6 months after initial set up. If there is a material increase in card processing costs, there is potential for a maximum increase of 10 basis points per quarter and 40 basis points during the first three years. 19. LARGE PROCESSING VOLUME. In the event that more than $1,000,000 in Visa transactions and/or $1,000,000 in MasterCard transactions (or such other amount provided by the Operating Regulations) (“Benchmark Amount”) is processed through or on your behalf in any 12-month period, you will be required to execute a “Merchant Services Agreement for Sub-Merchants” with our Acquirer the terms of which will be independently enforceable by Acquirer. 20. CHARGEBACKS; RETURNS; FINES. We shall have no liability whatsoever for any fines, losses and costs we may incur because of any chargebacks or ACH returns associated with your use of the Payment Services. You agree to indemnify us for any and all losses or damages that we suffer, inclusive of attorneys’ fees and court costs, as a result of any fines, losses and costs we incur because of chargebacks and ACH returns associated with your use of our Payment Services. The indemnity rights described herein shall be in addition to, and not in lieu of, any other indemnity rights we have under the Agreement. 21. PCI COMPLIANCE FOR MERCHANTS. As a merchant or VS sub-merchant, if you accept payment for goods or services at your business location using credit cards issued by Visa, Mastercard, American Express or Discovery, then you will be obligated to maintain some level of compliance with Payment Card Industry Data Security Standards (“PCI-DSS”). RecTrac, LLC, as a payment facilitator, has its own obligations to maintain PCI-DSS compliance; but our obligations and your obligations are considered separate. For more information on what you must do to maintain PCI-DSS compliance, you can visit the Payment Card Industry Security Standards Council website where you can review best practices and access other helpful documents. RecTrac, LLC shall not be liable for your failure to maintain PCI-DSS compliance; we may, however, from time to time, provide you with certain tools or resources to aid in your compliance efforts. We reserve the right to charge a PCI non-compliance fee, of $25.00 per MID, per month, not to exceed $75.00 total per month, that may be used to help offset the cost of our PCI-DSS obligations. We may, in our sole discretion, use part of your PCI fee to provide you with tools that may help you in meeting your own PCI-DSS obligations. 22. DATA SECURITY. You agree to keep secure all systems containing account, End User, or transaction information (physical or electronic) and destroy in a manner that will render the data 5 Template: CNT-VS-QM-SA Payment Service Terms and Conditions 09NOV2020-V01 ©RecTrac, LLC All rights reserved. File Name: WAKent - Payment Service Terms and Conditions (SM.Rev.12.21.21).docx Last Revision: 1/14/2022 unreadable all such media that is no longer necessary or appropriate to store. If you store End User account numbers, expiration dates, and other personal Cardholder Data in a database, you must follow Card Brand guidelines to secure such data. You may not retain or store magnetic stripe or CVV2, CVC2, or CID data after authorization. You shall maintain industry best practices regarding continuity procedures and systems to ensure security of End User account information in the event of a disruption, disaster, or failure of your respective data storage system and/or facility. For more information about security best practices, you can visit here. 23. RESERVE ACCOUNT. We may, in our sole and absolute discretion, establish a reserve if we believe there is a risk of potential chargebacks, returns, or any other risk or liability associated with your use of the Payment Services, or to ensure current or future payment owed to us. We will provide you with notice of the reserve and the terms of the reserve. We may require that a certain portion of your transaction proceeds be held by us in reserve for a certain period of time, or that you make a lump sum payment for the reserve. You expressly authorize us to fund a reserve directly from the EFT/ACH draft associated with any Designated Account(s) owned or controlled by you, including but not limited to, those Designated Account(s) not immediately subject to chargeback risk or other potential liability. We may hold the reserve for as long as we deem necessary to mitigate the associated risk. You understand and agree that if you are required to establish a reserve, you have an obligation under the Sub-Merchant Agreement to maintain the balance in the reserve set by us. We may, without notice, apply funds designated as reserves against any outstanding amounts owed to us under the Agreement. We may also debit the reserve to exercise our rights under the Agreement to collect any amounts due to us including, without limitation, rights of set-off and recoupment. You agree that you are liable for all obligations associated with your use of the Payment Services even after the release of any reserve. 24. SECURITY INTEREST. Reserved. 25. REPRESENTATIONS AND WARRANTIES. You represent and warrant to us (a) that all information you submit to us relating to your application to use and continued use of the Payment Services is correct, complete, and fully describes and details the nature, type, and scope of the business in which you are engaged; (b) that you are at least 18 years of age; (c) that, if an individual account, you are a sole proprietorship validly existing in the United States, Canada, or its territories, and if an entity, that the entity was validly formed, registered and is in good standing in at least one of the fifty United States, Canada, or its territories; (d) that you have never been placed on the MasterCard MATCH system or the Combined Terminated Merchant File, and if so, you have disclosed this to us; and (e) that all transactions are bona fide and no transaction involves the use of a Card for any purpose other than the purchase of goods or services from you and does not involve an End User obtaining cash from you unless allowed by the Rules and agreed in writing with us. 26. CONSENT TO CONTACT END USERS. If we are providing you with fully-managed Payment Services, you authorize us to contact your End Users at the telephone number listed in their End User Agreement, or at the contact information as shown in the relevant Company system, with regard to any matter pertaining to billing or payment on their account, including communications on past due balances owed. It shall be your responsibility to obtain End User consent for such communications in writing, making clear that these communications could take place on the phone, via text or through voicemail message using pre-recorded voice messages or an auto-dialing system. You agree to hold us harmless and will defend and indemnify us and our affiliates and subsidiaries from any liability arising under or in connection with your requirement to obtain End User consent as required in this Section 26. 6 Template: CNT-VS-QM-SA Payment Service Terms and Conditions 09NOV2020-V01 ©RecTrac, LLC All rights reserved. File Name: WAKent - Payment Service Terms and Conditions (SM.Rev.12.21.21).docx Last Revision: 1/14/2022 27. EVENTS OF DEFAULT. If any of the following events shall occur (each an “Event of Default”) (a) a material adverse change in your business, financial condition, business products or services; (b) any assignment or transfer of voting control of you or your parent; (c) a sale of all or a substantial portion of your assets; (d) irregular Card sales by you, excessive chargebacks, noncompliance with any applicable data security standard, as determined by us, of any Card Brands, or any other entity, or an actual or suspected data security breach, or any other circumstances which, in our sole discretion, may increase our exposure for your chargebacks or otherwise present a financial or security risk to us; (e) any of your conditions, covenants, obligations, representations or warranties in the Agreement are breached in any material respect or are incorrect in any material respect when made; (f) you file a petition for bankruptcy, insolvency or similar arrangement for adjustment of debts; or (g) you violate any Rules, Laws and/or Policies, and you fail to cure, as applicable, within the prescribed period, then, upon occurrence of (i) an Event of Default specified in subsections (c), (d), (f) or (g), we may consider the Sub-Merchant Agreement to be terminated immediately, without notice, and all amounts payable hereunder shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by you; and (ii) any other Event of Default, the Sub-Merchant Agreement may be terminated by us giving not less than 30 days’ notice to you, and upon such notice all amounts payable hereunder shall be due and payable on demand. Quote Number – QUO-09891-C7D5K6 Footnotes: 3 Software Fee: $25.00 per month, per merchant account 4 $.25 per transaction flat fee 5 PayTrac Payments - 2.65% Per Transaction